Reliant Holdings, Inc. 8-K


Exhibit 10.1


 








VOTING AGREEMENT


 


THIS VOTING AGREEMENT,
dated as of November 3, 2017 (this “Agreement”), is made by and among Elijah May, an individual (“May”)
and Michael Chavez, an individual (the “Shareholder”).


 


RECITALS


 


WHEREAS, the
Shareholders holds 4,000,000 shares of the common stock of Reliant Holdings, Inc., a Nevada corporation (the “Company”
and the “Shares”); and


 


WHEREAS, the
Shareholder desires to enter into this Agreement to provide voting control over the Shares, and therefore the Company, to May,
pursuant to the terms and conditions of this Agreement.


 


Accordingly, in consideration
of the mutual representations, warranties, covenants and agreements set forth herein, for $10, the receipt and sufficiency of which
Shareholder acknowledges from May, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties to this Agreement, intending to be legally bound, agree as follows:


 


ARTICLE
I.

SHARES AND VOTING PROXY


 


1.1.       The
Shares. Any interest or other voting securities, or the voting rights relating thereto, of the Company, that may be owned,
held or subsequently acquired in any manner, legally or beneficially, directly or indirectly, of record or otherwise, by the Shareholder,
other than the Shares, at any time during the term of this Agreement as (a) a result of the ownership of the Shares whether issued
incident to any split, dividend, conversion, increase in capitalization, recapitalization, merger, consolidation, reorganization,
or other transaction; and (b) any additional voting shares or other voting securities of the Company, or the voting rights relating
thereto, that may be owned, held or subsequently acquired in any manner, legally or beneficially, directly or indirectly, of record
or otherwise, by the Shareholder from time to time during the Term of this Agreement; shall be included within the term “Shares”
as used herein and shall be subject to the terms of this Agreement.


 


1.2.       Irrevocable
Proxy and Power of Attorney.


 


1.2.1      Shareholder,
by its entry into this Agreement, hereby constitutes and appoints May, with the power to act alone and with full power of substitution,
during and for the Term, as Shareholder’s true and lawful attorney and irrevocable proxy, for and in the Shareholder’s
name, place and stead, to vote or act by written consent with respect to the Shares owned or held by Shareholder as Shareholder’s
proxy, and to execute all appropriate instruments consistent with this Agreement on behalf of Shareholder, in all proceedings in
which the vote or written consent of the Shareholder may be required or authorized by law during the Term (including, but not limited
to actual meetings of the shareholders of the Company and written consents to action) regardless of whether such Shareholder actually
attends any applicable meeting or signs any applicable consent, or not (the “Proxy”). Shareholder intends
the foregoing Proxy to be, and it shall be, irrevocable and coupled with an interest during the Term. All action to be taken on
any question shall be determined by May, or his assigns, in his/their sole discretion. Without limiting the foregoing, Shareholder
shall deliver to May a duly executed Irrevocable Voting Proxy, which shall be irrevocable to the fullest extent permissible by
law, in the form attached hereto as Exhibit A simultaneously with the execution hereof.


 





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Agreement


 






     


     


    









 


1.2.2       The
proxy and power granted by such Shareholder pursuant to this Section 1.2 are coupled with an interest. The proxy and power
will be irrevocable for the Term hereof, and the vote (or action by written consent) of May (or his assigns), in his capacity as
proxyholder, shall control in any conflict between the vote (or action by written consent) of May (or his assigns), in his capacity
as proxyholder, with respect to Shareholder’s Shares and the vote (or action by written consent) of each such Shareholder
with respect to Shareholder’s Shares.


 


1.2.3       Shareholder
agrees that, except as required under the Company’s organizational documents, as soon as reasonably practicable prior to
(i) any meeting of the shareholders of the Company, however called, including any adjournment, recess or postponement thereof,
and (ii) the requested execution of any written consent of the shareholders of the Company, Shareholder shall notify May in writing
of such meeting or written consent and, in the case of a meeting, deliver to May any proxy card received by Shareholder relating
thereto. May agrees that he shall exercise his duty as proxyholder in accordance with the terms of this Section 1.2.


 


1.2.4       Shareholder
hereby agrees that, except for this Agreement, Shareholder (i) has not entered into, and shall not enter into at any time while
this Agreement remains in effect, any voting agreement or voting trust with respect to any Shares and (ii) has not granted, and
shall not grant at any time while this Agreement remains in effect, a proxy, consent or power of attorney with respect to any Shares,
in the case of each of clause (i) and (ii), that would prevent the Shareholder’s compliance with this Agreement.


 


1.3.       Termination.
The provisions of this Agreement shall terminate upon the earlier of (a) the death of May; (b) the written consent of May; or (c)
November 3, 2027, unless the term hereof is extended with the mutual consent of the parties (the “Term”).


 


1.4.       Reservation
of Rights. All other rights and privileges of ownership of the Shares shall be reserved to and retained by Shareholder, except
to the extent expressly set forth herein.


 


ARTICLE
II.

TRANSFERS


 


2.1.       General
Restrictions. Shareholder agrees that during the Term, Shareholder shall not, and shall not permit anyone else to, (i) sell,
transfer, encumber, pledge, assign or otherwise dispose of any of the Shares, (ii) deposit the Shares into a voting trust or enter
into a voting agreement or arrangement with respect to the Shares or grant any proxy or power of attorney with respect thereto,
or (iii) enter into any contract, option or other legally binding undertaking providing for any transaction provided in (i) or
(ii) hereof (each a “Transfer”), unless Shareholder has received the prior written authorization for
such Transfer from May and unless the proposed transferee or pledgee shall have entered into a joinder to this Agreement in the
form of Exhibit B hereto with May. Any Transfer not in accordance with this Section 2.1 shall be deemed to constitute
a Transfer by Shareholder in violation of this Agreement, shall be void ab initio, and the Company shall not recognize any
such Transfer.


 





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ARTICLE
III.

REASONABLE EFFORTS TO COOPERATE.


 


3.1.       Shareholder
shall, upon receipt of reasonable advance notice by May, without further consideration, promptly provide any customary information
reasonably requested by May that is necessary for any regulatory application or filing made or approval sought in connection with
the transactions contemplated by this Agreement (including filings with any governmental authority).


 


3.2.       Shareholder
hereby consents to the publication and disclosure in any documents or communications provided by May or the Company to any governmental
authority or to the Company’s security holders of Shareholder’s identity and beneficial and record ownership of the
Shares and the nature of Shareholder’s commitments, arrangements and understandings under and relating to this Agreement.


 


3.3.       Shareholder
hereby agrees, until the termination of this Agreement in accordance with its terms, to promptly notify May in writing of the number
of additional Shares or other securities of the Company acquired by Shareholder, if any, after the date hereof.


 


ARTICLE
IV.

GENERAL PROVISIONS


 


4.1.       Certificate
Legend. Each certificate evidencing Shares held by a Shareholder shall, at the request of May, bear a legend substantially
to the following effect (the “Legend”):


 


“THE SECURITIES
EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN THE VOTING AGREEMENT, DATED NOVEMBER 3, 2017,
BY AND AMONG ELIJAH MAY AND THE SHAREHOLDER LISTED THEREIN (AS AMENDED FROM TIME TO TIME), PURSUANT TO WHICH, AMONG OTHER THINGS,
THE SHAREHOLDER PROVIDED MAY AN IRREVOCABLE VOTING PROXY TO VOTE THE SHARES EVIDENCED BY THIS CERTIFICATE.”


 


The Legend shall be
promptly removed by the Company, with respect to any certificates evidencing Shares, by the delivery of substitute certificates
without such Legend, in the event of a Transfer permitted by this Agreement and in which the transferee is not required to be bound
by, or become a party to, this Agreement with respect to such Shares. Notwithstanding anything to the contrary in this Agreement,
to the extent that the Shares are held in uncertificated form, the Shareholder acknowledges and agrees that the Company may cause
the Legend required pursuant to this Agreement to be reflected in the records of the transfer agent of the Company and may cause
such transfer agent to comply with the provisions of this Section 4.1 relating to the removal of the Legend.


 





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4.2.       Proxyholder’s
Liability. May, in his capacity as a proxyholder pursuant to Section 1.2, shall not be liable for any error of judgment
nor for any act done or omitted, nor for any mistake of fact or law nor for anything which May may do or refrain from doing in
good faith in his capacity as a proxyholder, nor shall May have any accountability hereunder, except for his own bad faith, gross
negligence or willful misconduct. Furthermore, upon any judicial or other inquiry or investigation of or concerning May’s
acts pursuant to his rights and powers as a proxyholder, such acts shall be deemed reasonable and in the best interests of the
Shareholder unless proved to the contrary by clear and convincing evidence. The provisions contained in this Section 4.2
shall survive the termination of this Agreement (or any provision hereof).


 


4.3.       Notices.
All notices, approvals, consents, requests, and other communications hereunder shall be in writing and shall be delivered (i) by
personal delivery, or (ii) by national overnight courier service, or (iii) by certified or registered mail, return receipt requested,
or (iv) via facsimile transmission, with confirmed receipt, or (v) via email. Notice shall be effective upon receipt except for
notice via fax (as discussed above) or email, which shall be effective only when the recipient, by return or reply email or notice
delivered by other method provided for in this Section 4.3, acknowledges having received that email (with an automatic “read
receipt” or similar notice not constituting an acknowledgement of an email receipt for purposes of this Section
4.3, but which acknowledgement of acceptance shall include cases where recipient ‘replies’ to such prior email,
including the body of the prior email in such ‘reply’). Such notices shall be sent to the applicable party or parties
at the address specified on the signature page hereof, subject to notice of changes thereof from any party with at least ten (10)
business days’ notice to the other parties. Rejection or other refusal to accept or the inability to deliver because of changed
address of which no notice was given shall be deemed to be receipt of the notice as of the date of such rejection, refusal or inability
to deliver.


 


4.4.       Counterparts.
This Agreement and any signed agreement or instrument entered into in connection with this Agreement, and any amendments hereto
or thereto, may be executed in one or more counterparts, all of which shall constitute one and the same instrument. Any such counterpart,
to the extent delivered by means of a facsimile machine or by .pdf, .tif, .gif, .jpeg or similar attachment to electronic mail
(any such delivery, an “Electronic Delivery”) shall be treated in all manner and respects as an original
executed counterpart and shall be considered to have the same binding legal effect as if it were the original signed version thereof
delivered in person. At the request of any party, each other party shall re execute the original form of this Agreement and deliver
such form to all other parties. No party shall raise the use of Electronic Delivery to deliver a signature or the fact that any
signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the
formation of a contract, and each such party forever waives any such defense, except to the extent such defense relates to lack
of authenticity.


 


4.5.       Review
of Agreement and Representations. Each party herein expressly represents and warrants to all other parties hereto that (a)
before executing this Agreement, said party has fully informed itself of the terms, contents, conditions and effects of this Agreement;
(b) said party has relied solely and completely upon its own judgment in executing this Agreement; (c) said party has had the opportunity
to seek and has obtained the advice of its own legal, tax and business advisors before executing this Agreement; (d) said party
has acted voluntarily and of its own free will in executing this Agreement; and (e) this Agreement is the result of arm’s
length negotiations conducted by and among the parties and their respective counsel.


 





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4.6.       Entire
Agreement. This Agreement (including the exhibits and schedules hereto and thereto) contain all of the terms, conditions and
representations and warranties agreed to by the parties relating to the subject matter of this Agreement and supersede all prior
or contemporaneous agreements, negotiations, correspondence, undertakings, understandings, representations and warranties, both
written and oral, among the parties to this Agreement with respect to the subject matter of this Agreement. No representation,
warranty, inducement, promise, understanding or condition not set forth in this Agreement has been made or relied upon by any of
the parties to this Agreement.


 


4.7.       Authority
to Enter Into Agreement. Each of the parties to this Agreement hereby represents and warrants to the other that it is duly
authorized and empowered to execute, deliver and perform this Agreement and the transactions contemplated herein, and that such
actions do not conflict with or violate any provision of law, regulation, policy, contract, deed of trust or other instrument to
which it is a party or by which it is bound and that this Agreement constitutes a valid and binding obligation of it enforceable
in accordance with its terms. Assuming the due authorization, execution and delivery of this Agreement by the parties hereto and
thereto, this Agreement constitutes, the legal, valid and binding obligation of the parties enforceable against each party in accordance
with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar
laws affecting creditors’ rights generally and general equitable principles.


 


4.8.       Third-Party
Beneficiary. Except for the Company’s rights hereunder to reject a Transfer not in compliance with the terms of this
Agreement, nothing in this Agreement, express or implied, is intended or shall be construed to confer upon, or give to, any person,
firm, corporation or other entity other than the parties hereto any remedy or claim under or by reason of this Agreement or any
terms or conditions hereof, and all of the terms, conditions, promises and agreements contained in this Agreement shall be for
the sole and exclusive benefit of the parties hereto and the Company, as applicable.


 


4.9.       Governing
Law. This Agreement and any claim, controversy or dispute arising under or related thereto, the relationship of the parties,
and/or the interpretation and enforcement of the rights and duties of the parties, whether arising in law or in equity, in contract,
tort or otherwise, shall be governed by, and construed and interpreted in accordance with, the laws of the State of Texas without
regard to its rules regarding conflicts of law to the extent that the application of the laws of another jurisdiction would be
required thereby.


 


4.10.     Assignment.
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted
assigns. Except with respect to Transfers approved under ARTICLE II, the Shareholder may not, directly or indirectly, assign
any of their rights or delegate any of his obligations under this Agreement, by operation of law or otherwise, without the prior
written consent of May. Any purported direct or indirect assignment in violation of this Section 4.10 shall be void and
of no force or effect.


 





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4.11.     Submission
to Jurisdiction; Service. Each party (a) irrevocably and unconditionally submits to the personal jurisdiction of the federal
courts of the United States District Court for the Western District of Texas or any Texas State Court sitting in Austin, Texas,
(b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any
such court, (c) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated
by this Agreement shall be brought, tried and determined only in such courts, (d) waives any claim of improper venue or any claim
that those courts are an inconvenient forum, and (e) agrees that it will not bring any action relating to this Agreement or the
transactions contemplated by this Agreement in any court other than the aforesaid courts. The parties to this Agreement agree that
the provision of notice in connection with any such action or proceeding in the manner provided in Section 4.3 or in such
other manner as may be permitted by applicable law, shall be valid and sufficient service thereof.


 


4.12.     Severability.
If any term or other provision of this Agreement is held to be invalid, illegal or incapable of being enforced by any rule of law
or public policy by a court of competent jurisdiction, all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect, insofar as the foregoing can be accomplished without materially affecting the economic benefits
anticipated by the parties to this Agreement. Upon such determination that any term or other provision is invalid, illegal or incapable
of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent
of the parties as closely as possible to the fullest extent permitted by applicable law.


 


4.13.     Waiver
and Amendment. No amendment or waiver of any provision of this Agreement shall be effective unless the same shall be in writing
and signed in the case of an amendment, by May and the Shareholder. No failure on the part of a party hereto to exercise, and no
delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right
hereunder preclude any other or further exercise thereof or the exercise of any other right.


 


4.14.     Waiver
of Jury Trial. Each party acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve
complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to
a trial by jury in respect of any legal action directly or indirectly arising out of or relating to this Agreement or the transactions
contemplated by this Agreement. Each party to this Agreement certifies and acknowledges that (a) no other party has represented,
expressly or otherwise, that such other party would not seek to enforce the foregoing waiver in the event of a legal action, (b)
such party has considered and understands the implications of this waiver, (c) such party makes this waiver voluntarily and (d)
such party has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this
Section 4.14.


 


4.15.     Specific
Performance. The parties agree that irreparable damage would occur if any of the provisions of this Agreement were not performed
in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled
to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms
and provisions of this Agreement in the United States District Court for the Western District of Texas or any Texas State Court
sitting in Austin, Texas, this being in addition to any other remedy at law or in equity, and the parties to this Agreement hereby
waive any requirement for the posting of any bond or similar collateral in connection therewith. The parties agree that they shall
not object to the granting of injunctive or other equitable relief on the basis that there exists an adequate remedy at law.


 





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4.16.     Other
Matters. Notwithstanding anything to the contrary contained in this Agreement or otherwise, there shall be no recovery pursuant
to this Agreement by any party for any punitive, exemplary, consequential, incidental, treble, special, or other similar damages
(other than those actually paid in connection with a third party claim) in any claim or proceeding by one party against another
arising out of or relating to a breach or alleged breach of any representation, warranty, covenant, or agreement under this Agreement
by the other party.


 


4.17.     Fees
and Expenses. Except as otherwise provided in this Agreement, all fees and expenses incurred in connection with this Agreement
shall be paid by the party incurring such fees or expenses.


 


4.18.     Further
Assurances. Shareholder hereby covenants that he will, whenever and as reasonably requested by May and at Shareholder’s
sole cost and expense, do, execute, acknowledge and deliver any and all such other and further acts, deeds, assignments, transfers,
conveyances, confirmations, powers of attorney and any instruments of further assurance, approvals and consents as May may reasonably
require in order to complete, insure and perfect the terms and conditions of this Agreement, the Proxy and the rights provided
in connection with the Proxy.


 


4.19.     Stock
Splits, Stock Dividends, etc. In the event of any issuance of shares of the Company’s voting securities hereafter to
Shareholder (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization
or similar transaction), such shares shall become subject to this Agreement and shall be endorsed with the legend set forth above.
Wherever in this Agreement (or the Proxy) there is a reference to a specific number of Shares of the equity securities of the Company,
then, upon the occurrence of any of foregoing events, the specific number of Shares so referenced in this Agreement (or the Proxy)
shall automatically be proportionally adjusted to reflect the effect on the outstanding shares of such class or series of stock
by such event.


  





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4.20.     Construction.
Interpretation of this Agreement shall be governed by the following rules of construction: (a) words in the singular shall be held
to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires;
(b) references to the terms Article, Section, paragraph and Exhibit are references to the Articles, Sections, paragraphs and Exhibits
to this Agreement unless otherwise specified; (c) the terms “hereof”, “herein”,
“hereby”, “hereto”, and derivative or similar words refer to this entire Agreement,
including the Exhibits hereto; (d) references to “$” shall mean U.S. dollars; (e) the word “including”
and words of similar import when used in this Agreement shall mean “including without limitation,” unless
otherwise specified; (f) references to “written” or “in writing” include in
electronic form; (g) the headings contained in this Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement; (h) any reference to “days” means calendar days unless business
days are expressly specified; and (i) when calculating the period of time before which, within which or following which any act
is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be
excluded and, if the last day of such period is not a business day, the period shall end on the next succeeding business day.


 



4.21.     Successor
Proxy. In the event that May is unable or unwilling to serve as the proxy of Shareholder hereunder, a successor proxy may be
appointed by May at his discretion. A successor proxy shall be vested with all the rights, powers and authority as if originally
named in this Agreement. The Shareholder shall re-execute and provide such successor proxy any and all voting proxies and other
confirmations as such successor proxy may reasonably request to reflect the successor proxy as proxy of Shareholder hereunder.
No appointment of a successor proxy may extend the Term of this Agreement later than the death of May.


 


[Signature page follows]


 





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IN WITNESS WHEREOF,
this Agreement has been duly executed and delivered by the duly authorized officers of the parties to this Agreement as of the
date first written above.





	 	 	 	 	 	 	 	 
		“MAY”
	 	 	/s/ Elijah May	 
	 	 	 	 
	 	 	Elijah May
	 	 	 	 
	 	 	Address for notice:
	 	 	 
	 	 		Attn:	 	 
	 	 	 	 		 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	Fax:	 	 
	 	 	 	Email:	ej@reliantpools.com	 


 


[Signature page of Shareholder follows.]


 


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	“Shareholder”	 
	/s/ Michael Chavez	 
	 	 
	Michael Chavez	 
	 	 
	Address
for notice:	 






 





	Attn:	 	 
	 	 	 
	 	 	 
	 	 	 











	Fax:	 	 





	Email:	mchavez@reliantpools.com	







 





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“Company”


 


Confirming the
restrictions on Transfer described in the Agreement above, the Legend requirements, and that the Company agrees to use commercially
reasonable efforts: (a) to assist in the enforcement of the terms of this Agreement, including, without limitation; (b) to inform
the parties of this Agreement of any breach of this Agreement (to the extent the Company has knowledge thereof); and (c) to assist
the parties of this Agreement in the exercise of their rights and the performance of their obligations under this Agreement:


 


Reliant Energy, Inc.





 





	By: 	/s/ Elijah May	 

 


	Name:	Elijah May	 

 


	Title:	CEO	 

 


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EXHIBIT
A 





 




     


     


    

 





IRREVOCABLE VOTING PROXY


 


Michael Chavez, an
individual (“Shareholder”), a shareholder of common stock of Reliant Holdings, Inc., a Nevada corporation
(the “Company”), who beneficially owns 4,000,000 shares of the common stock (the “Shares”,
which term shall include such other shares as he may come to own or have voting control over, as described in greater detail in
the Voting Agreement, dated November 3, 2017, which this Irrevocable Voting Proxy is attached to as Exhibit A) of the Company
as of the date hereof, hereby appoints Elijah May, an individual, as its proxy (the “Proxy”), with the
power to act alone and with full power of substitution, during and for the Term, as Shareholder’s true and lawful attorney
and irrevocable proxy, for and in the Shareholder’s name, place and stead, to vote or act by written consent with respect
to the Shares owned or held by Shareholder as Shareholder’s proxy, and to execute all appropriate instruments consistent
with this Irrevocable Voting Proxy on behalf of Shareholder, in all proceedings in which the vote or written consent of the shareholders
may be required or authorized by law during the Term (including, but not limited to actual meetings of the shareholders of the
Company and written consents to action) regardless of whether Shareholder actually attends any applicable meeting or signs any
applicable consent, or not, as if the undersigned were present and voting such Shares.


 


Upon Shareholder’s
execution of this Irrevocable Voting Proxy, any and all prior proxies (other than this Irrevocable Voting Proxy) given by Shareholder
with respect to the subject matter contemplated by this Irrevocable Voting Proxy are hereby revoked with respect to such subject
matter and Shareholder agrees not to grant any subsequent proxies with respect to such subject matter or enter into any agreement
or understanding with any person to vote or give instructions with respect to such subject matter in any manner inconsistent with
the terms of this Irrevocable Voting Proxy until after the expiration of the Term (as defined below).


 


The Proxy named above,
and his assigns, are hereby authorized and empowered by Shareholder, at any time prior to the end of the Term, to act as Shareholder’s
attorney and proxy to vote the Shares, and to exercise all voting and other rights of Shareholder with respect to the Shares (including,
without limitation, the power to execute and deliver written consents pursuant to the Nevada Revised Statutes), at every annual,
special or adjourned meeting of the stockholders of the Company and in every written consent in lieu of such meeting.


 


The undersigned hereby
affirms that this Irrevocable Voting Proxy, which shall be irrevocable to the fullest extent
permissible by law, is coupled with an interest and ratifies and confirms all that the Proxy may lawfully do or cause to
be done by virtue hereof. This Irrevocable Voting Proxy shall terminate upon the earlier of (a) the death of Proxy; (b) the written
consent of Proxy; or (c) November 3, 2027, unless the term hereof is extended with the mutual consent of the Shareholder and the
Proxy (the “Term”).


 


All authority herein
conferred shall be binding upon the heirs, representatives, successors and assigns of Shareholder. Executed this 3rd day of November,
2017. 


	 	/s/ Michael Chavez	 
	 	Michael Chavez	 
	 	 	 
	 	4,000,000 shares of Common Stock*






  


* And such other shares as Shareholder
may come to own or have voting control over, as described in greater detail in the Voting Agreement, which this Irrevocable Voting
Proxy is attached to as Exhibit A.


 






     


     


    

 





 





EXHIBIT B


 






     


     


    

 





FORM OF JOINDER TO VOTING
AGREEMENT


 


THIS JOINDER (this “Joinder”)
to the Voting Agreement, dated as of November 3, 2017 (as amended or restated from time to time, the “Agreement”),
by and among Elijah May, an individual (“May”) and Michael Chavez, an individual (the “Shareholder”),
is made and entered into as of                     by and between May and                                     (“Joining Shareholder”). Capitalized terms used
herein but not otherwise defined shall have the meanings set forth in the Agreement.


 


WHEREAS, on the date
hereof, Joining Shareholder has [acquired/been issued]                   Shares [from         ] and the Agreement and May requires Joining Shareholder, as
a holder of such Shares, to become a party to the Agreement, and Joining Shareholder agrees to do so in accordance with the terms
hereof.


 


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 to this Joinder hereby agree as follows:


 


1. Agreement to be Bound.
Joining Shareholder hereby (i) acknowledges that it has received and reviewed a complete copy of the Agreement and (ii) agrees
that upon execution of this Joinder, it shall become a party to the Agreement and shall be fully bound by, and subject to, all
of the covenants, terms and conditions of the Agreement as though an original party thereto and shall be deemed, and is hereby
admitted as, an “Shareholder” for all purposes thereof and entitled to all the rights incidental thereto.


 


2. Notice. For purposes
of providing notice pursuant to the Agreement, the address of Joining Shareholder is as follows:


 


[Name]


 


[Address]


 


[Facsimile Number]


 


[Email]


 


3. Governing Law. This
Agreement and the rights of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the Laws
of the State of Texas without regard to its rules regarding conflicts of Law to the extent that the application of the Laws of
another jurisdiction would be required thereby.


 


4. Descriptive Headings.
The descriptive headings of this Joinder are inserted for convenience only and do not constitute a part of this Joinder.


 





 





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5. Counterparts. This
Joinder may be executed in one or more counterparts, each of which when executed shall be deemed to be an original, and all of
which together will be considered one and the same Joinder and shall become effective when one or more counterparts have been signed
by each of the parties and delivered to the other party or parties. For purposes of this Joinder, facsimile signatures or signatures
by other electronic form of transfer shall be deemed originals, and the parties agree to exchange original signatures as promptly
as possible.


 





IN WITNESS WHEREOF,
the parties hereto have executed this Joinder as of . 


 


	 	ELIJAH MAY
	 	 
	 	 	 












	 	 	 	 	 	 
	 	  [___________________]
	 	 	 	 	 	 
	 	  By: 	 	 	 	 
	 	 	 	 
	 	  Name:	 	 
	 	 	 	 
	 	  Title:	 	 
	 	 	 	 



 





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Joinder to Voting Agreement