**Exhibit 10.21**

 

BLOCKCHAIN INDUSTRIES, INC.

 

CONSULTING AGREEMENT

 

This Consulting Agreement(this “***Agreement***”) is made and entered into as of December 1, 2017 (the “***Effective Date***”)by and between Blockchain Industries, Inc., a Nevada corporation with its principal place of business at 53 Calle Palmeras, Suite802, San Juan, PR 00901 (the “***Company***”), and Sagacious Gambit, Inc. (“***Consultant***”)(each herein referred to individually as a “***Party***,” or collectively as the “***Parties***”).

 

The Company desiresto retain Consultant as an independent contractor to perform the services of **Controller** for the Company, and Consultantis willing to perform such services, on the terms described below. In consideration of the mutual promises contained herein, theParties agree as follows:

 

**1.               Services and Compensation**

 

Consultant shall performthe services described in **Exhibit A** (the “***Services***”) for the Company (or its designee), andthe Company agrees to pay Consultant the compensation described in **Exhibit A**, and no other compensation, for Consultant’sperformance of the Services.

 

**2.               Applicability to Past Activities**

 

Consultant agrees thatif and to the extent that Consultant provided any services or made efforts on behalf of or for the benefit of Company, or relatedto the current or prospective business of Company in anticipation of Consultant’s involvement with the Company, that wouldhave been “Services” if performed during the term of this Agreement (the “***Prior Consulting Period***”)and to the extent that during the Prior Consulting Period: (i) Consultant received access to any information from or on behalfof Company that would have been “Confidential Information” (as defined below) if Consultant received access to suchinformation during the term of this Agreement; or (ii) Consultant conceived, created, authored, invented, developed or reducedto practice any item (including any intellectual property rights with respect thereto) on behalf of or for the benefit of Company,or related to the current or prospective business of Company in anticipation of Consultant’s involvement with Company, thatwould have been an “Invention” (as defined below) if conceived, created, authored, invented, developed or reduced topractice during the term of this Agreement; then any such information shall be deemed “Confidential Information” hereunderand any such item shall be deemed an “Invention” hereunder, and this Agreement shall apply to such activities, informationor item as if disclosed, conceived, created, authored, invented, developed or reduced to practice during the term of this Agreement.Consultant further acknowledges that Consultant has been fully compensated for all services provided during any such Prior ConsultingPeriod.

 

**3.               Confidentiality**

** **

A.             ***Definition of Confidential Information*.** “***Confidential Information***” means any non-publicinformation that relates to the actual or anticipated business and/or products, research or development of the Company, its affiliatesor subsidiaries, or to the Company’s, its affiliates’ or subsidiaries’ technical data, trade secrets, or know-how,including, but not limited to, research, product plans, or other information regarding the Company’s, its affiliates’or subsidiaries’ products or services and markets therefor, customer lists and customers (including, but not limited to,customers of the Company on whom Consultant called or with whom Consultant became acquainted during the term of this Agreement),software, developments, inventions, processes, methodologies, know-how, procedures, formulas, technology, designs, drawings, engineering,hardware configuration information, marketing, finances, and other business information disclosed by the Company, its affiliatesor subsidiaries, either directly or indirectly, in writing, orally or by drawings or inspection of premises, parts, equipment,or other property of Company, its affiliates or subsidiaries. Notwithstanding the foregoing, Confidential Information shall notinclude any such information which Consultant can establish (i) was publicly known or made generally available prior to the timeof disclosure to Consultant; (ii) becomes publicly known or made generally available after disclosure to Consultant through nowrongful action or inaction of Consultant; or (iii) is in the rightful possession of Consultant, without confidentiality obligations,at the time of disclosure as shown by Consultant’s then-contemporaneous written records.

 

 

 

 

 

B.              ***Nonuse and Nondisclosure*.** During and after the term of this Agreement, Consultant will hold in the strictestconfidence, and take all reasonable and necessary precautions to prevent any unauthorized use or disclosure of Confidential Information,and Consultant will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the performanceof the Services on behalf of the Company, or (ii) disclose the Confidential Information to any third party without the priorwritten consent of an authorized representative of Company. Consultant may disclose Confidential Information to the extent compelledby applicable law; *provided however*, prior to such disclosure, Consultant shall provide prior written notice to Companyand seek a protective order or such similar confidential protection as may be available under applicable law. Consultant agreesthat no ownership of Confidential Information is conveyed to the Consultant. Without limiting the foregoing, Consultant shall notuse or disclose any Company property, intellectual property rights, trade secrets or other proprietary know-how of the Companyto invent, author, make, develop, design, or otherwise enable others to invent, author, make, develop, or design identical or substantiallysimilar designs, processes, formulas, or software, as those developed under this Agreement for any third party. Consultant agreesthat Consultant’s obligations under this Section 3.B shall continue after the terminationof this Agreement.

 

C.              ***Other Client Confidential Information*.** Consultant agrees that Consultant will not improperly use, disclose,or induce the Company to use any proprietary information or trade secrets of any former or concurrent employer of Consultant orother person or entity with which Consultant has an obligation to keep in confidence. Consultant also agrees that Consultant willnot bring onto the Company’s premises or transfer onto the Company’s technology systems any unpublished document, proprietaryinformation, or trade secrets belonging to any third party unless disclosure to, and use by, the Company has been consented toin writing by such third party.

 

D.             ***Third Party Confidential Information*.** Consultant recognizes that the Company has received and in the futurewill receive from third parties their confidential or proprietary information subject to a duty on the Company’s part tomaintain the confidentiality of such information and to use it only for certain limited purposes. Consultant agrees that at alltimes during the term of this Agreement and thereafter, Consultant owes the Company and such third parties a duty to hold all suchconfidential or proprietary information in the strictest confidence and not to use it or to disclose it to any person, firm, corporation,or other third party except as necessary in carrying out the Services for the Company consistent with the Company’s agreementwith such third party.

 

**4.               Ownership**

** **

A.             ***Assignment of Inventions*.** Consultant agrees that all right, title, and interest in and to any copyrightablematerial, notes, records, drawings, designs, charts, graphs, data compilations, inventions, improvements, developments, discoveriesand trade secrets conceived, discovered, authored, invented, developed or reduced to practice by Consultant, solely or in collaborationwith others, during the term of this Agreement and arising out of, or in connection with, performing the Services under this Agreementand any copyrights, patents, trade secrets, mask work rights or other intellectual property rights relating to the foregoing (collectively,“***Inventions***”), are the sole property of the Company. Consultant also agrees to promptly make full writtendisclosure to the Company of any Inventions and to deliver and assign (or cause to be assigned) and hereby irrevocably assignsfully to the Company all right, title and interest in and to the Inventions without any compensation therefor.

 

B.              ***Pre-Existing Material*s.** Subject to Section 4.A, Consultant agrees thatif, in the course of performing the Services, Consultant incorporates into any Invention or utilizes in the performance of theServices any pre-existing invention, discovery, original works of authorship, development, improvements, trade secret, concept,or other proprietary information or intellectual property right owned by Consultant or in which Consultant has an interest (“***PriorInventions***”), (i) Consultant will provide the Company with prior written notice and (ii) the Company ishereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant andauthorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivativeworks of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, aspart of or in connection with such Invention, and to practice any method related thereto. Consultant will not incorporate any invention,improvement, development, concept, discovery, work of authorship or other proprietary information owned by any third party intoany Invention.

 

 

 

 

 

C.              ***Moral Rights*.** Any assignment to the Company of Inventions includes all rights of attribution, paternity, integrity,modification, disclosure and withdrawal, and any other rights throughout the world that may be known as or referred to as “moralrights,” “artist’s rights,” “droit moral,” or the like (collectively, “***Moral Rights***”).To the extent that Moral Rights cannot be assigned under applicable law, Consultant hereby waives and agrees not to enforce anyand all Moral Rights, including, without limitation, any limitation on subsequent modification, to the extent permitted under applicablelaw.

 

D.             ***Maintenance of Records*.** Consultant agrees to keep and maintain adequate, current, accurate, and authenticwritten records of all Inventions made by Consultant (solely or jointly with others) during the term of this Agreement, and fora period of three (3) years thereafter. The records will be in the form of notes, sketches, drawings, electronic files, reports,or any other format that is customary in the industry and/or otherwise specified by the Company. Such records are and remain thesole property of the Company at all times and upon Company’s request, Consultant shall deliver (or cause to be delivered)the same.

 

E.              ***Further Assurances*.** Consultant agrees to assist Company, or its designee, at the Company’s expense,in every proper way to secure the Company’s rights in Inventions in any and all countries, including the disclosure to theCompany of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignmentsand all other instruments that the Company may deem necessary in order to apply for, register, obtain, maintain, defend, and enforcesuch rights, and in order to deliver, assign and convey to the Company, its successors, assigns and nominees the sole and exclusiveright, title, and interest in and to all Inventions and testifying in a suit or other proceeding relating to such Inventions. Consultantfurther agrees that Consultant’s obligations under this Section 4.E shall continueafter the termination of this Agreement.

 

F.              ***Attorney-in-Fact*.** Consultant hereby irrevocably designates and appoints the Company and its duly authorizedofficers and agents as Consultant’s agent and attorney-in-fact, to act for and on Consultant’s behalf to execute andfile any papers and oaths and to do all other lawfully permitted acts with respect to such Inventions to further the prosecutionand issuance of patents, copyright and mask work registrations with the same legal force and effect as if executed by Consultant,effective if the Company is unable because of Consultant’s unavailability, dissolution, mental or physical incapacity, orfor any other reason, to secure Consultant’s signature with respect to any Inventions, including, without limitation, forthe purpose of applying for or pursuing any application for any United States or foreign patents or mask work or copyright registrationscovering the Inventions assigned to the Company in Section 4.A. This power of attorney shallbe deemed coupled with an interest, and shall be irrevocable.

** **

**5.               Conflicting Obligations**

** **

A.             Consultant represents and warrants that Consultant has no agreements, relationships, or commitments to any other personor entity that conflict with the provisions of this Agreement, Consultant’s obligations to the Company under this Agreement,and/or Consultant’s ability to perform the Services. Consultant will not enter into any such conflicting agreement duringthe term of this Agreement.

 

B.               Consultantshall require all Consultant’s employees, contractors, or other third-parties performing Services under this Agreementto execute a Confidential Information and Assignment Agreement in the form provided by the Company, and promptly provide acopy of each such executed agreement to the Company. Consultant’s violation of this Article 5willbe considered a material breach under Section 8.B.

 

 

 

 

 

**6.               Return of Company Materials**

** **

Upon the terminationof this Agreement, or upon Company’s earlier request, Consultant will immediately deliver to the Company, and will not keepin Consultant’s possession, recreate, or deliver to anyone else, any and all Company property, including, but not limitedto, all records, drawings, notebooks, and other documents pertaining to any Confidential Information, tangible embodiments of theInventions, all devices and equipment belonging to the Company, all electronically-stored information and passwords to access suchproperty, those records maintained pursuant to Section 4.D and any reproductions of anyof the foregoing items that Consultant may have in Consultant’s possession or control.

 

**7.               Reports**

** **

Consultant agrees thatConsultant shall, no less than on a weekly basis, keep the Company advised as to Consultant’s progress in performing theServices under this Agreement. Consultant further agrees that Consultant will, as requested by the Company, prepare written reportswith respect to such progress and any projects being worked on or implemented. The Company and Consultant agree that the reasonabletime expended in preparing such written reports will be considered time devoted to the performance of the Services.

 

**8.               Term and Termination**

** **

A.             ***Term*.** The term of this Agreement will begin on the Effective Date of this Agreement and will continue untilthe earlier of (i) the period defined in Exhibit A or (ii) termination as provided in Section 8.B.

 

B.              ***Termination*.** The Company may terminate this Agreement upon giving Consultant five (5) days prior written noticeof such termination pursuant to Section 14.G of this Agreement. The Company may terminate thisAgreement immediately and without prior notice if Consultant refuses to or is unable to perform the Services or is in breach ofany material provision of this Agreement.

 

C.              ***Survival*.** Upon any termination, all rights and duties of the Company and Consultant toward each other shallcease except:

 

(1)            The Company will pay, within thirty (30) days after the effective date of termination, all amounts owing to Consultant forServices completed and accepted by the Company prior to the termination date and related reimbursable expenses, if any, submittedin accordance with the Company’s policies and in accordance with the provisions of Article 1of this Agreement; and

 

(2)            Article 3 (Confidentiality), Article 4 (Ownership),Section 5.B (Conflicting Obligations), Article 6(Return of Company Materials), Article 8 (Term and Termination), Article 9(Independent Contractor; Benefits), Article 10 (Indemnification), Article 11(Noninterference), Article 12 (Limitation of Liability), Article 13(Arbitration and Equitable Relief), and Article 14 (Miscellaneous) will survive terminationor expiration of this Agreement in accordance with their terms.

 

**9.               Independent Contractor; Benefits**

** **

A.             ***Independent Contractor.*** It is the express intention of the Company and Consultant that Consultant performthe Services as an independent contractor to the Company. Nothing in this Agreement shall in any way be construed to constituteConsultant as an agent, employee, partner, co-venturer, or representative of the Company. Without limiting the generality of theforegoing, Consultant is not authorized to bind the Company to any liability or obligation or to represent that Consultant hasany such authority. Consultant agrees to furnish (or reimburse the Company for) all tools and materials necessary to accomplishthis Agreement and shall incur all expenses associated with performance, except as expressly provided in **Exhibit A**.

 

B.              ***Tax Matters.***Consultant acknowledges that the exercise, transfer or other disposition of the Options morefully described in Schedule A may give rise to significant U.S. income tax consequences. Consultant is urged to consult with herown tax advisor to determine the effect of U.S. federal income tax laws, as well as applicable treaties, if any, with regard tothe Options. The following outlines certain U.S. federal income tax consequences applicable to nonqualified stock options. Thisdiscussion is general in nature and is not a substitute for an individual analysis of the tax consequences relating to the Options.The Company makes no representation or warranties with respect to the tax consequences of the compensation provided to Consultantunder the terms of this Agreement.

 

 

 

 

 

(1)            *U.S. Persons*: Nonqualified stock options refer to options that are not required to meet specified criteria set forthin Section 422 of the Internal Revenue Code (“Code”). With respect to U.S. citizens or residents (“U.S. Persons”),the taxation of nonqualified stock options generally is governed by Section 83 of the Code. Nonqualified stock options generallyare not taxable upon grant, because they do not have a “readily ascertainable fair market value” within the meaningTreasury Regulations Section 1.83-7(b). As such, nonqualified stock options generally will be taxed on exercise in amount equalthe spread between the fair market value of the underlying stock and the exercise price on the date the options are exercised.The taxable amount is treated as ordinary income, and not eligible for the preferential long-term capital gains tax rate. An exceptionwill apply with respect to stock received on exercise of an option that is subject to a “substantial risk of forfeiture”(meaning, the stock is not vested). The taxable event with respect options involving a substantial risk of forfeiture will occurat the time of vesting of the underlying stock, and the associated tax will be based on the spread between the fair market valueof the underlying stock on the vesting date and the option exercise price. The taxable spread upon the exercise of an option byservice providers other than employees (including an independent contractor) is reported on IRS Form 1099-MISC, and withholdingof employment tax typically is not required in such case.

 

(2)            *Non-U.S. Persons*. Individuals who are not considered to be U.S. citizens or residents are only subject to U.S. federalincome tax on income that is “effectively connected” (“ECI”) with a U.S. trade or business. Performingservices in the U.S. as an independent contractor, even for a single day, may constitute being engaged in a U.S. trade or businessfor this purpose, and as such, may give rise to taxable ECI. That being the case, though, it is clear that the exercise of a nonqualifiedstock option will not result in U.S. income taxation with respect to an independent contractor who does not perform any personalservices in the U.S. within the taxable year. In addition, many bilateral income tax treaties between the U.S. and other countries,in dealing with the taxation of income from personal services, distinguish between “independent” (including an independentcontractor) and “dependent” (employment) personal services. Many tax treaties provide an exemption from U.S. incometaxation for compensation earned by an independent contractor provided that he/she is not present in the U.S. for more than a certainnumber of (generally, 183) days in the taxable year.

 

(3)            Consultant agrees and understands that he/she is responsible for payment, if any, of local, state, and/or federal taxeson the payments and any other consideration provided hereunder by the Company and any penalties or assessments thereon. Consultantagrees to indemnify and hold harmless the Company and its affiliates and their directors, officers and employees from and againstall taxes, losses, damages, liabilities, costs and expenses, including attorneys’ fees and other legal expenses, arisingfrom or in connection with (i) any obligation imposed on the Company to pay withholding taxes or similar items, (ii) any determinationby a court or agency that the Consultant is not an independent contractor. The parties will comply with all federal, state, andlocal tax laws applicable to transactions occurring under this Agreement. Consultant will provide Company with a completed FormW-9, applicable Form W-8 series form, or Form 8233, as appropriate, for federal income tax reporting purposes.

 

C.              ***No Benefits*.** The Company and Consultant agree that Consultant will receive no Company-sponsored benefits fromthe Company where benefits include, but are not limited to, paid vacation, sick leave, health and medical insurance and 401k participationor other fringe benefit plans. If Consultant is reclassified by a state or federal agency or court as the Company’s employee,Consultant will become a reclassified employee and will receive no benefits from the Company, except those mandated by state orfederal law, even if by the terms of the Company’s benefit plans or programs of the Company in effect at the time of suchreclassification, Consultant would otherwise be eligible for such benefits.

 

**10.            Indemnification**

** **

Consultant agrees toindemnify and hold harmless the Company and its affiliates and their directors, officers and employees from and against all taxes,losses, damages, liabilities, costs and expenses, including attorneys’ fees and other legal expenses, arising directly orindirectly from or in connection with (i) any negligent, reckless or intentionally wrongful act of Consultant or Consultant’sassistants, employees, contractors or agents, (ii) a determination by a court or agency that the Consultant is not an independentcontractor, (iii) any breach by the Consultant or Consultant’s assistants, employees, contractors or agents of any ofthe covenants contained in this Agreement and corresponding Confidential Information and Invention Assignment Agreement, (iv) anyfailure of Consultant to perform the Services in accordance with all applicable laws, rules and regulations, or (v) any violationor claimed violation of a third party’s rights resulting in whole or in part from the Company’s use of the Inventionsor other deliverables of Consultant under this Agreement.

 

 

 

 

 

**11.            Nonsolicitation**

** **

To the fullest extentpermitted under applicable law, from the date of this Agreement until twelve (12) months after the termination of this Agreementfor any reason (the “***Restricted Period***”), Consultant will not, without the Company’s prior writtenconsent, directly or indirectly, solicit any of the Company’s employees to leave their employment, or attempt to solicitemployees of the Company, either for Consultant or for any other person or entity. Consultant agrees that nothing in this Article 11shall affect Consultant’s continuing obligations under this Agreement during and after this twelve (12) month period, including,without limitation, Consultant’s obligations under Article 3.

 

**12.            Limitation of Liability**

** **

IN NO EVENT SHALL COMPANYBE LIABLE TO CONSULTANT OR TO ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES,OR DAMAGES FOR LOST PROFITS OR LOSS OF BUSINESS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT(INCLUDING NEGLIGENCE) OR OTHER THEORY OF LIABILITY, REGARDLESS OF WHETHER COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGESAND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT SHALL COMPANY’S LIABILITY ARISINGOUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNTS PAID BY COMPANY TO CONSULTANT UNDER THIS AGREEMENT FOR THE SERVICES,DELIVERABLES OR INVENTION GIVING RISE TO SUCH LIABILITY.

 

**13.            Arbitration and Equitable Relief**

** **

A.             ***Arbitration*.** In considerationof Consultant’s consulting relationship with the Company, its promise to arbitrate all disputes related to Consultant’sconsulting relationship with the Company and Consultant’s receipt of the compensation paid to Consultant by Company, at presentand in the future, Consultant agrees that any and all controversies, claims, or disputes with anyone (including Company and anyemployee, officer, director, shareholder or benefit plan of the Company in their capacity as such or otherwise) arising out of,relating to, or resulting from Consultant’s consulting relationship with the Company or the termination of Consultant’sconsulting relationship with the Company, including any breach of this Agreement, shall be subject to binding arbitration underthe Arbitration Rules set forth in N.Y. Civ. Prac. Law § 7501 et seq. (the “**Rules”**) and pursuant to NewYork law. Consultant further understands that this Agreement to arbitrate also applies to any disputes that the Company may havewith Consultant.

 

B.              ***Procedure*.** Consultantagrees that any arbitration will be administered by Judicial Arbitration & Mediation Services, Inc. (“**JAMS**”)pursuant to its EMPLOYMENT Arbitration Rules & Procedures (the “**JAMS Rules**”). Consultant agrees that thearbitrator shall have the power to decide any motions brought by any party to the arbitration, including motions for summary judgmentand/or adjudication and motions to dismiss and demurrers, prior to any arbitration hearing. Consultant agrees that the arbitratorshall issue a written decision on the merits. Consultant also agrees that the arbitrator shall have the power to award any remedies,including attorneys' fees and costs, available under applicable law. Consultant agrees that the arbitrator shall administer andconduct any arbitration in a manner consistent with the Rules, including the New York Civil Practice Law and Rules, and that thearbitrator shall apply substantive and procedural New York law to any dispute or claim, without reference to rules of conflictof law. To the extent that the JAMS Rules conflict with New York law, New York law shall take precedence. Consultant further agreesthat any arbitration under this agreement shall be conducted in New York County, New York.

 

 

 

 

 

C.              ***Remedy*.** Except as providedby the Rules, arbitration shall be the sole, exclusive and final remedy for any dispute between Consultant and the Company. Accordingly,except as provided for by the Rules, neither Consultant nor the Company will be permitted to pursue court action regarding claimsthat are subject to arbitration. Notwithstanding, the arbitrator will not have the authority to disregard or refuse to enforceany lawful Company policy, and the arbitrator shall not order or require the Company to adopt a policy not otherwise required bylaw which the Company has not adopted.

 

D.             ***Availability of Injunctive Relief*.**Either party may also petition the court for injunctive relief where either party alleges or claims a violation of any agreementregarding trade secrets, or confidential information, or a breach of any duty not to engage in Conflicting Business Activity. Inthe event either party seeks injunctive relief, the prevailing party shall be entitled to recover reasonable costs and attorneys’fees.

 

E.              ***Administrative Relief.***Consultant understands that this Agreement does not prohibit Consultant from pursuing an administrative claim with a local, stateor federal administrative body such as the Division of Human Rights, the Equal Employment Opportunity Commission, the NationalLabor Relations Board, or the workers’ compensation board. This Agreement does, however, preclude Consultant from pursuingcourt action regarding any such claim, except as permitted by law.

 

F.              ***Voluntary Nature of Agreement.***Consultant acknowledges and agrees that he/she is executing this Agreement voluntarily and without any duress or undue influenceby the Company or anyone else. Consultant further acknowledges and agrees that he/she has carefully read this Agreement and thatConsultant has asked any questions needed for Consultant to understand the terms, consequences and binding effect of this Agreementand fully understand it, including that **Consultant is waiving his/her right to a jury trial**. Finally, Consultant agreesthat he/she has been provided an opportunity to seek the advice of an attorney of Consultant’s choice before signing thisAgreement.

 

**14.            Miscellaneous**

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A.             ***Governing Law; Consent to Personal Jurisdiction*.** This Agreement shall be governed by the laws of the Stateof New York, without regard to the conflicts of law provisions of any jurisdiction. To the extent that any lawsuit is permittedunder this Agreement, the Parties hereby expressly consent to the personal and exclusive jurisdiction and venue of the state andfederal courts located in New York.

 

B.              ***Assignability*.**This Agreement will be binding upon Consultant’s heirs, executors,assigns, administrators, and other legal representatives, and will be for the benefit of the Company, its successors, and its assigns.There are no intended third-party beneficiaries to this Agreement, except as expressly stated. Except as may otherwise beprovided in this Agreement, Consultant may not sell, assign or delegate any rights or obligations under this Agreement. Notwithstandinganything to the contrary herein, Company may assign this Agreement and its rights and obligations under this Agreement to any successorto all or substantially all of Company’s relevant assets, whether by merger, consolidation, reorganization, reincorporation,sale of assets or stock, or otherwise.

 

 

 

 

 

 

C.              ***Entire Agreement*.** This Agreement constitutes the entire agreement and understanding between the Parties withrespect to the subject matter herein and supersedes all prior written and oral agreements, discussions, or representations betweenthe Parties. Consultant represents and warrants that he/she is not relying on any statement or representation not contained inthis Agreement. To the extent any terms set forth in any exhibit or schedule conflict with the terms set forth in this Agreement,the terms of this Agreement shall control unless otherwise expressly agreed by the Parties in such exhibit or schedule.

 

D.             ***Headings*.** Headings are used in this Agreement for reference only and shall not be considered when interpretingthis Agreement.

 

E.              ***Severability*.** If a court or other body of competent jurisdiction finds, or the Parties mutually believe, anyprovision of this Agreement, or portion thereof, to be invalid or unenforceable, such provision will be enforced to the maximumextent permissible so as to effect the intent of the Parties, and the remainder of this Agreement will continue in full force andeffect.

 

F.              ***Modification, Waiver.*** No modification of or amendment to this Agreement, nor any waiver of any rights underthis Agreement, will be effective unless in a writing signed by the Parties. Waiver by the Company of a breach of any provisionof this Agreement will not operate as a waiver of any other or subsequent breach.

 

G.             ***Notices*.** Any notice or other communication required or permitted by this Agreement to be given to a Partyshall be in writing and shall be deemed given (i) if delivered personally or by commercial messenger or courier service, (ii) whensent by confirmed facsimile, or (iii) if mailed by U.S. registered or certified mail (return receipt requested), to the Partyat the Party’s address written below or at such other address as the Party may have previously specified by like notice.If by mail, delivery shall be deemed effective three business days after mailing in accordance with this Section 14.G.

 

(1)         If to the Company, to:

53 Calle Palmeras

Suite 802

San Juan, PR 00901

Attention: President

 

(2)            If to Consultant, to the address for notice on the signature page to this Agreement or, if no such address is provided,to the last address of Consultant provided by Consultant to the Company.

 

H.             ***Attorneys’ Fees and Expenses*.** In any court action at law or equity that is brought by one of the Partiesto this Agreement to enforce or interpret the provisions of this Agreement, the prevailing Party will be entitled to reasonableattorneys’ fees and expenses, in addition to any other relief to which that Party may be entitled.

 

I.                ***Signatures.*** This Agreement may be signed in two counterparts, each of which shall be deemed an original, withthe same force and effectiveness as though executed in a single document.

 

(*signature page follows*)

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

**EXHIBIT A**

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**SERVICES AND COMPENSATION**

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1.               ***Consultant*.**

** **

Name: RobertKalkstein

 

Title: Controller

 

Email: robert@blockchainind.com

 

Phone: 415-663-5255

 

2.               ***Services***. The Services will include, but will not be limited to, the following:

 

·       Bookkeeping, whereby Consultant will provide at its own cost, a cloud-based accounting system. Consultant will generateany automated or on-demand accounting reports for the Company or Company’s agents (e.g. auditors).

·       Accounting and financial statement advisory, whereby Consultant will analyze, budget, and prepare reports to Company managementon trends, tax implications or other financial-reporting matters.

·       Assist in quarterly reviews and annual audit, providing CFO-level support to communicate with auditors.

·       Establish EDGAR ID’s for management and periodically remit ownership forms (Forms 3, Form 4, etc.) to the SEC on behalfof insiders.

·       Establish a payroll system, managing the aggregation of required payroll forms from employees or other consultants. Timelyremit any Federal, State or Local withholding taxes, and prepare and file any Federal, State or Local withholding forms (e.g. 940/941).

·       Liaise with outside counsel on legal and tax matters.

·       Manage any unemployment insurance policies and adherence to Federal, State or Local regulations.

·       Legal document creation, routing and storage, whereby Consultant will provide at its own cost, a Docusign account to assistthe Company with its legal document workflow and procedures.

·       Assist with general corporate operational functions that are reasonably expected of Consultant.

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***3.               Term.***

 

The term of this agreementshall be two (2) years from the Effective Date (unless sooner terminated as provided in the Agreement).

 

4.               ***Compensation*.**

 

A.             The Company shall not pay any cash wages to Consultant.

 

B.              Subject to the approval of the Company’s Board of Directors, the Company will issue to Consultant restricted stockof 500,000 shares of the Company’s Common Stock (the “**Restricted Stock**”). Subject to Consultant remaininga service provider on all such dates, the Restricted Stock will vest according to the following schedule:

 

 

If the Agreement is terminatedprior to the Vesting Date of any tranche of the Options, then the unvested tranches will be forfeited.

 

If the Company performsa stock split after the Effective Date of this Agreement, the Restricted Stock shall have the same effect as any stock split.

 

C.              The Company will reimburse Consultant, in accordance with Company policy for all reasonable expenses incurred by Consultantin performing the Services pursuant to this Agreement, if Consultant receives written consent from an authorized agent of the Companyprior to incurring such expenses and submits receipts for such expenses to the Company in accordance with Company standard expensereimbursement policy.

 

On a monthly basisConsultant shall submit to the Company a written invoice detailing the Services performed and expenses incurred (with receiptsattached), and such statement shall be subject to the approval of the contact person listed above or other designated agent ofthe Company.