Exhibit 10.1


SUBLEASE AGREEMENT


 


THIS Sublease Agreement,
hereinafter referred to as "Sublease," is made and entered into by and between Franco, Inc., a California corporation,
hereinafter referred to as "Sublessor," and IA Energy Corp., A Wyoming corporation, hereinafter referred to as "Sublessee."


 


1.       Office
Space


 


Sublessor does hereby lease
and demise unto Sublessee, and Sublessee does hereby lease from Sublessor, certain office space of Sublessor as more particularly
described herein (hereafter the “Office Space”) located at 24328 Vermont Avenue, Suite 300, Harbor City, CA 90710 (the
“Premises”), upon the terms and conditions hereinafter set forth.


 


Sublessee acknowledges that Sublessor has already
leased the Premises under a lease with Jose L. Pardo, dated May 13, 2008 (the “Master Lease”).


 


Sublessee covenants and agrees to abide fully
by the terms and conditions set forth in this Sublease, and further covenants and agrees not to cause Sublessor to be in breach
of its commitments in the Master Lease, a true and correct copy of its pertinent provisions are attached hereto as Exhibit A.


 


2.       Use


 


Sublessee will use and occupy the Office Space
solely for general office purposes in accordance with the use permitted under applicable zoning regulations and will comply with
all present and future laws, ordinances, regulations, and orders of all agencies of the Federal and Local governments, and any
other public authority having jurisdiction over the Office Space ("Laws"); provided, in no event shall Sublessee be required
to make any structural alterations to the Office Space required by such Laws. Sublessee will not use nor occupy the Office Space
for any unlawful purpose, nor will Sublessee use or occupy the Office Space for any activity which competes with the business of
Sublessor. Sublessee further agrees that it shall use its best efforts to operate its business quietly and in such a manner as
to not disrupt the business, operations, or day-to-day activities of Sublessor.


 


3.       Term


 


The term of this Sublease (the "Term")
shall commence on July 1, 2017, the "Commencement Date" and shall and continue on a month-to-month basis, terminable
by either Party, with or without cause, upon thirty (30) days’ written notice, or two days sooner than the expiration of
the Master Lease (such date is hereafter referred to as the “Expiration Date”) unless otherwise extended or terminated
in accordance with the terms hereof.


 


4.       Monthly
Base Rent and Utilities 


 


The Monthly Base Rent shall be $500, which amount
includes an allowance for basic internet and telecommunications. Sublessee agrees to purchase and secure its own office supplies
and office equipment as needed for the Office Space. Notwithstanding the foregoing, Sublessee shall be solely responsible for (i)
any and all local and long distance charges attributable to Sublessee’s use of the Office Space, (ii) applicable utility
usage in excess of ordinary and customary amounts, (iii) any additional Internet connectivity expenses required, and (iv) use of
Sublessor’s office supplies and/or office equipment. The foregoing items shall be billed to Sublessee on a monthly basis
and shall be due seven (7) days following the receipt of an invoice in connection with the same.


 


Security Deposit. Sublessor hereby waives the
Security Deposit.


 


5.       Assignment
and Subletting



    	 	1	 



    	 



    




 


Sublessee will not sublease, rent, assign, or
transfer this Sublease without obtaining the prior written consent of Sublessor in its sole and absolute discretion.


 


6.       Holding
Over


 


In the event that Sublessee shall not surrender
the Office Space on the Expiration Date, Sublessee shall, by virtue of the provisions hereof, become a Sublessee by the month at
the monthly rental rate equal to One Hundred and Twenty Percent (120%) of the then Monthly Base Rent per month, payable in advance
on the first day of the month.


 


7.       Description
and Condition of Office Space; Availability


 


The “Office Space” shall consist
of the area within the Premises containing office #__. Sublessee confirms and agrees that Sublessee is leasing the Office Space
in its "as is" condition as of the date of this Sublease and that the Office Space is now in good and satisfactory order
and repair. On the Expiration Date or earlier termination of this Sublease, Sublessee agrees to surrender the Office Space in the
same condition as when received, ordinary wear and tear and permitted. Sublessee shall not make improvements, additions or alterations
("Alterations") in or to the Office Space or add, disturb or in any way change any plumbing or wiring in the Office Space
without Sublessor's prior written consent, which consent shall not be unreasonably withheld or delayed, but which consent is expressly
subject to Sublessor having received Sublessor's Landlord's consent. Sublessee agrees to maintain the interior of the Office Space
in good condition and repair. Sublessee understands and acknowledges that Sublessor shall have no obligation to provide conference
rooms and meeting facilities for or on behalf of Sublessee.


 


8.       Sublessee's
Equipment


 


Sublessee will not install or operate in the
Office Space any equipment or other machinery, other than normal and customary equipment found in a modern office. Sublessee may
not install any electrical equipment that specifically requires a separate electrical circuit, without the prior written consent
of the Sublessor. All articles of personal property and all business and trade fixtures, machinery and equipment and furniture
owned by Sublessee or installed by Sublessee at its expense in the Office Space shall be and remain the property of Sublessee and
may be removed by Sublessee at any time during the Term, subject to the terms of the Section herein entitled "Sublessor's
Remedies."


 


9.       Events
of Default


 


Each of the following shall constitute an "Event
of Default" hereunder:


 


a.       Sublessee's
abandonment of the Office Space,


 


b.       Sublessee's
bankruptcy, insolvency, or third (3rd) delinquent payment in any twelve (12) month period,


 


c.       Sublessee's
failure to perform any other term or condition contained herein and such failure is not cured within thirty (30) calendar days
after written notice of such failure to Sublessee, or such longer period as may be reasonably required to cure such failure (not
to exceed 60 days).


 


10.       Sublessor's
Remedies


 


Upon the occurrence of any Event of Default,
Sublessor may, in its sole discretion, and without any notice to Sublessee, take any one or more of the following actions:


 


a.       terminate
this Sublease,


 


b.       accelerate
all remaining installments due and additional rent charges,



    	 	2	 



    	 



    




 


c.       perfect
and enforce its lien against Sublessee by: terminating all services to Sublessee; immediately entering upon taking possession of
the Office Space, and (so long as the peace is not breached) removing Sublessee, or any other person or persons, therefrom all
without being deemed to have committed any manner of trespass.


 


Any such termination, refusal, cancellation,
retention, entry, or ejection shall in no way prejudice any claim Sublessor may then or thereafter have against Sublessee for any
charges due or other amounts, including collection and reasonable attorneys' fees incurred in connection with Sublessor's efforts
to collect funds owed to it by Sublessee, or for damages for any breach of any of the terms and conditions hereof, and Sublessee
does hereby agree to indemnify and hold Sublessor harmless for any loss, liability, damage, or deficiency (including reasonable
attorneys' fees) arising out of, or in any way related to, any breach by Sublessee of any terms or conditions of this Sublease.


 


Sublessor shall in no way be liable to compensate
Sublessee for any damages which Sublessee may suffer by reason of any such termination, refusal, cancellation, retention, entry,
or ejection hereunder or by any other action taken by Sublessor pursuant hereto. Sublessor is not responsible for any of Sublessee's
furniture or other personal property, including, but not limited to, business and financial records, and files found in the Office
Space in the event Sublessor exercises its possession rights against Sublessee pursuant hereto.


 


d.       If
Sublessee shall not remove all effects from said Office Space at termination of this Sublease, Sublessor may, at its option, remove
all or part of said effects in any reasonable manner that Sublessor shall choose and store the same without liability to Sublessor
for loss thereof, and Sublessee shall be liable to Sublessor for all expenses incurred in removal and storage of said effects.
Upon any termination of this Sublease wherein Sublessee shall be liable in any amount to Sublessor, Sublessor shall have a lien
upon the personal property and effects of Sublessee in the Office Space (except Sublessee's client files) and Sublessor may, at
its option without notice, sell at private sale all or part of said property and effects (except Sublessee's client files) for
such price as Sublessor may deem best and apply the proceeds of such sale against any amounts due under this Sublease from Sublessee
to Sublessor, including the expenses of the removal and sale.


 


e.       Exercise
any and all rights permitted under the law of the jurisdiction in which the Office Space is located. Sublessee hereby expressly
waives any and all rights to any notice or right to cure required by such jurisdiction.


 


11.       Insurance


 


a.       Sublessee
confirms and agrees that Sublessor provides no property insurance (fire, theft, etc.) for any of Sublessee's property while in
the Office Space. Sublessee further confirms and agrees that Sublessor provides no liability insurance for any of Sublessee's activities
in the Office Space. Sublessee also confirms and agrees that Sublessor provides no worker's compensation insurance for Sublessee
or any of Sublessee's employees. Sublessee agrees to provide for such insurance and, upon written request from Sublessor, name
Sublessor as "additional insured" and/or "loss payee" on such insurance, where applicable. Any such insurance
shall contain an endorsement pursuant to which the respective insurance companies waive subrogation against Sublessor and Sublessor's
Landlord.


 


b.       Sublessee
agrees that Sublessor and Sublessor's Landlord shall not be liable or responsible to Sublessee, its agents, employees, or invitees,
for injury or damage resulting from the acts or omissions of Sublessor, Sublessor's Landlord, or their employees; or using services
from Sublessor or their invitees, or from the acts or omissions of other persons occupying any part of, or employed by, the building
of which Office Space is a part, or their invitees, or for any injury or damage to persons or property caused by any person, except
for such loss or damage arising from the willful or negligent misconduct of Sublessor or Sublessor's Landlord.




    	 	3	 



    	 



    

 


 


12.       Attorneys'
Fees


 


If a party to this Sublease commences a legal
proceeding to enforce any of the terms of this Sublease, the prevailing party in such action shall have the right to recover reasonable
attorneys' fees and costs in connection therewith.


 


13.       Notice,
Demands


 


All notices or demands required or permitted
by this Sublease are to be in writing and shall be deemed to have been given when made by personal service, overnight courier,
or deposited in the United States mail, certified or registered, postage prepaid, and addressed to the parties at their addresses
set forth below:


 


	Sublessor's address is:	 	Sublessee's address is:
	 	 	 
	Franco, Inc	 	 
	24328 Vermont Avenue, Suite 300	 	 
	Harbor City, CA 90710	 	 
	Attention:	 	Attention:


 


14.       Hold
Harmless


 


Sublessee agrees to indemnify
and hold Sublessor and Sublessor's Landlord harmless from, and against, any claim, damage, liability, or judgment of any nature
or kind (including attorneys' fees) resulting from, or as a consequence of, any breach of this Sublease by Sublessee or any action
or omission taken or not performed by Sublessee, including claims, damage, liability, or judgment resulting from injury to person
or property arising in any way from Sublessee's use of the Office Space.


 


15.       Entire
Agreement


 


Neither Sublessor nor any
agent or employee of Sublessor has made any representations or promises with respect to the Office Space, or the Building, except
as expressly set forth herein. This Sublease and the exhibits to this Sublease form the entire agreement between Sublessor and
Sublessee.


 


16.       Waiver,
Modification


 


No waiver by Sublessor
of any breach of any term or condition contained in this Sublease shall operate as a waiver of such term or condition or agreement
itself, or of any subsequent breach thereof. This Sublease may only be modified in writing and signed by Sublessor and Sublessee.


 


17.       Severability


 


In the event any part of
this Sublease is held to be unenforceable or invalid, for any reason or cause, the balance of this Sublease shall not be affected
and shall remain in full force and effect. Sublessee's indemnification obligations and Sublessee's obligations under paragraph
14 hereof shall survive the expiration of this Sublease.


 


18.       Governing
Law


 


This Sublease shall be
governed by, and construed in accordance with, the laws of the jurisdiction in which the Office Space is located. Sublessee hereby
consents to such jurisdiction.




    	 	4	 



    	 



    

 


 


19.       Counterparts


 


This Sublease may be executed
by one or more counterparts, but all counterparts shall constitute but one and the same instrument.


 


20.       Subordination


 


Sublessee understands that
this Sublease is subject and subordinate to Sublessor's lease between Sublessor and the building owner "Master Lease"
and to all mortgages and deeds of trust which may now, or hereinafter, affect the building in which Office Space is a part, and
Sublessee, at Sublessor's request, shall execute any requisite or appropriate document to confirm such subordination. If the Master
Lease terminates for any reason prior to the end of the term of this Sublease, then this Sublease shall be subject to termination
at any time at the option of Sublessor's Landlord. Sublessee agrees to comply with all the rules, regulations, and requirements
of the building in which the Office Space is located and with other reasonable rules and regulations established by the Sublessor
and relating to the Office Space and Sublessee's use thereof.


 


IN WITNESS WHEREOF, the
duly authorized representatives of Sublessor and Sublessee have signed this Sublease dated this 1st day of July,
2017, intending to be bound thereby.


 


	Sublessee:	 	Sublessor:
	 	 	 
	 	 	 
	IA Energy Corp.	 	Franco, Inc
	 	 	 
	 	 	 
	By:
    /s/ John R. Munoz	 	By:
    /s/ John R. Munoz
	John R. Munoz, Chief Executive Officer	 	John R. Munoz, President


 


 



    	 	5