Exhibit 10.1


 


EXECUTION COPY


 


EXECUTIVE EMPLOYMENT AGREEMENT


 


between


 


INNOVATIVE PAYMENT SOLUTIONS,
INC.


 


and


 


Richard Rosenblum


 


July 27, 2021





 






     


     

    

 


EXECUTIVE EMPLOYMENT AGREEMENT


 


This EXECUTIVE
EMPLOYMENT AGREEMENT (“Agreement”), dated and made effective as of July 27, 2021 (the “Effective Date”), is
entered into by and between INNOVATIVE PAYMENT SOLUTIONS, INC., a corporation organized and existing under the laws of the State
of Nevada (USA), having offices at 56B 5th St. Lot 1, Carmel-by-the-Sea, California 93921 (“Company”), and Richard
Rosenblum, an individual residing in Delray Beach, Florida. (“Executive”) (the parties hereto sometimes referred to individually
as a “Party” or collectively as the “Parties”).


 


W I T N E S
S E T H


 


WHEREAS, Company desires
to employ Executive pursuant to the terms and conditions set forth in this Agreement, and Executive desires to enter the employ of Company
pursuant to such terms and conditions and for the consideration set forth herein.


 


NOW, THEREFORE, for
and in consideration of the mutual promises, covenants and obligations contained herein and for other good and valuable consideration,
Company and Executive agree as follows:


 


ARTICLE 1.0 – DEFINITIONS &
INTERPRETATION


 


1.1 Defined
Terms.


 


Wherever the following
terms are used in this Agreement, they shall have the meanings ascribed to them below, unless the context clearly indicates otherwise.
Other capitalized terms in this Agreement are defined in the text hereof or in any Company stock or benefit plan in or under which Executive
may receive compensation or benefits hereunder or therein.


 


“Affiliate”
means, with reference to Company, any other Person controlling, controlled by or under the common control of Company. For purposes hereof,
the term “control” (or any equivalent term) means having ownership of more than fifty percent (50%) of the voting securities
of a Person or the power, whether through voting power or otherwise, to control the management policies of such Person.


 


“Board of Directors” or
“Board” means the board of directors of Company. “Company “Stock” means the common stock of Company.


 


“Person”
means any natural person, corporation, company, partnership (including both general and limited partnerships), limited liability company,
sole proprietorship, association, joint stock company, firm, trust, trustee, joint venture, unincorporated organization, executor, administrator,
legal representative or other legal entity, including any governmental authority, entity or instrumentality.


 


“Restricted Shares” means
the shares of Company Stock awarded to Executive hereunder and pursuant to a Restricted Stock Agreement substantially in the form of Exhibit
A hereto.


 


“SEC” means the United States
Securities and Exchange Commission.


 


“SEC Rule 144” means Rule 144
promulgated by the SEC under the authority of the Securities Act and codified at 17 C.F.R. § 231.144.


 


“Securities Act” means the
(U.S.) Securities Act of 1933.


 


“Term” means the primary or initial term of
this Agreement as specified in Section 2.1(a).


 


“Termination Date” means the
date on which this Agreement expires or is terminated in accordance with the provisions contained herein.


 


1.2 Interpretation;
Protocols.


 


(a) The
name assigned to this Agreement and the Article and Section (or subsection) captions used herein are for convenience of reference only
and shall not be construed to affect the meaning, construction or effect hereof. The terms defined in the singular shall have a comparable
meaning when used in the plural, and vice versa.


 


(b) Unless
otherwise specified, the terms “hereof,” “herein” and similar terms refer to this Agreement as a whole, and references
herein to Articles or Sections refer to Articles or Sections of this Agreement. Pronouns in masculine, feminine, and neuter genders will
be construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless
the context otherwise requires.


 


(c) For
purposes of this Agreement, the words, “include,” “includes” and “including,” when used herein, shall
be deemed in each case to be followed by the words “without limitation”.


 






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(d) Unless
stated otherwise, references to money herein shall mean and refer to the currency (U.S. Dollars) of the United States of America.


 


1.3 Exhibits
and Schedules.


 


The following Exhibits and Schedules are
attached to this Agreement, each of shall be executed by the Parties concurrently with or following execution and delivery of this Agreement:


 


Exhibit A – Indemnification Agreement


Exhibit B – California Labor Code § 2870




 


ARTICLE 2.0 – EMPLOYMENT AND DUTIES


 


2.1 Term
of Employment.


 


(a) Company
agrees to employ Executive, and Executive agrees to be employed by Company, on a full-time basis, beginning as of the Effective Date and
continuing until the close of business on December 31, 2024 (the “Term”).


 


(b) Upon
expiration of the Term, Executive’s employment with Company shall cease unless the Parties mutually agree in writing to (1) extend
the Term for a specified period under the terms and conditions set forth in this Agreement or in any amendment or supplement thereto,
or (2) continue Executive’s employment under the terms and conditions of this Agreement on an “at will” basis under
which Executive may resign or terminate his employment with Company and Company may terminate Executive’s employment with Company,
in either case for any lawful reason or for no reason at all, upon giving written notice of such resignation or termination, as the case
may be, at least thirty (30) days prior to the effective date of such resignation or termination.


 


2.2 Officer/Director
of Company.


 


(a) Beginning
as of the Effective Date, Executive shall be employed as the Chief Financial Officer and President of Company. Executive agrees to serve
in the assigned position and to perform diligently, and to the best of Executive’s abilities, the duties, responsibilities and services
involved or appertaining to such position as may be determined by Company through the Board of Directors, and to perform such other additional
or different duties and services that Executive may reasonably be directed to perform from time to time by the Board. In addition to,
and as part of Executive’s duties and responsibilities as the Chief Financial Officer and President of the Company, Executive shall
have the primary responsibility to direct and manage all of the operations of the Company and its Affiliates.


 


(b) As
of the Effective Date, Executive shall be elected as a member of the Board and shall serve as a director of Company during the Term or
until such time as Executive elects to resign or is removed in accordance with the governing documents of Company. Upon the end of the
Term for any reason, Executive agrees to resign immediately from the Board and from any and all other positions or offices he holds in
the Company or any Affiliate.


 


2.3 Supervision/Company
Policies.


 


Executive shall, at all times hereunder, be subject
to and comply with the policies and procedures of Company and the governing direction of the Board, and shall conduct himself in a good
and professional manner and in a light that consistently supports and protects the best interests of Company.


 


2.4 Fiduciary
Duties of Executive.


 


(a) At
all times during Executive’s employment with Company, Executive agrees that he owes to Company the fiduciary duties of due and appropriate
care, good faith and fair dealing, honesty and full disclosure, and loyalty, and will at all times act in the best interests of Company
and will neither perform nor do any act that would intentionally injure the business, interests, or reputation, of Company.


 


(b) As
part of Executive’s fiduciary duties to Company, Executive agrees that he will not knowingly perform or engage in any act or activity
that constitutes or involves a conflict of interest with his duties and responsibilities to Company and that, upon the discovery thereof,
Executive will so advise the Board and will take such steps and perform such actions as may be necessary to withdraw from or discontinue
any such act or activity giving rise to any such conflict of interest. For purposes hereof, and by way of illustration and not of limitation,
the Parties acknowledge and agree that Executive’s direct or indirect interest in, or any connection with or benefit from, any outside
commercial activity that may in any way adversely affect the interests of Company will constitute or involve a conflict of interest.


 






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ARTICLE 3.0 – COMPENSATION AND BENEFITS


 


3.1 Base
Compensation.


 


During the Term, Executive’s
base salary shall be $18,000 (Eighteen Thousand Dollars) per month, which shall be paid in accordance with Company’s standard payroll
practice for its executives commencing with the payroll period beginning July 1, 2021. The salary payable to Executive shall be subject
to all withholdings required by federal and state law and to such other withholdings as may be specified or authorized by Executive from
time to time.


 


3.2 Incentive
Cash Awards.


 


Following the end of each
fiscal year of Company in which Executive has completed employment services with Company in accordance with the provisions of this Agreement,
Executive shall be eligible to receive a cash bonus as may be determined by the Board. The actual amount of each annual bonus will be
determined by the Board based on whether, and the extent to which, the Company achieves (or exceeds) annual revenue or other financial
performance objectives established by the Board, in its sole discretion, from time to time.


 


3.3 Grant
of Company Stock Options.


 


(a) Upon
the Effective Date, Company shall issue and deliver to Executive a grant of an option to purchase 10,000,000 (ten million) common shares
of Company Stock at a per share exercise price equal to the fair market value of the Company’s common stock, as reflected in the
closing price of the Company’s common shares on the OTC exchange or, in the event the stock is uplisted, on the NASDAQ exchange,
on the date of grant (the “Option”). Fifty percent (50%) of the shares subject to the Option shall vest on the grant date
and the other 50% of the shares subject to the Option shall vest at the rate of 1/36th per month over a three-year period.
In the event Executive is terminated without Cause as defined in this agreement prior to the third anniversary of the Effective Date,
any unvested shares shall vest upon the date the General Release (defined below) becomes effective. The Option shall be subject to the
Innovative Payment Solutions, Inc. 2021 Stock Incentive Plan (the “Plan”) and to any option award agreement required by the
Plan, provided, however, that in the event of a conflict between the terms of this Agreement and the Plan or award agreement this
Agreement shall control. The Option will be exercisable for a period of ten (10) years after the date of grant and the Company shall provide
for cashless exercise of the Option by Executive.


 


(b) Any
shares of Company Stock Executive obtains through the exercise of the Option shall be considered “restricted securities” as
defined in SEC Rule 144 and may not be sold or resold until such time, and to the extent that, such shares have been included in an effective
registration statement filed with the SEC under Section 5 of the Securities Act or otherwise qualify and may be sold under an exemption
from registration under the Securities Act or under SEC Rule 144.


 


3.4 Expenses.


 


Company shall pay or reimburse
Executive for all necessary and reasonable expenses incurred or paid by Executive in connection with the performance of his responsibilities
and duties under this Agreement upon presentation of expense statements or vouchers together with such supporting information as Company
or its accountants may require and as may be required by any policies and procedures adopted by Company from time to time.


 






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3.5 Employee
Benefits.


 


(a) During
the term of this Agreement and Executive’s employment hereunder, Executive will be entitled to participate in any group insurance,
qualified pension, hospitalization, medical health and accident, disability or similar plan or program of Company now existing or hereafter
established to the extent that Executive is eligible under the general provisions thereof. Company shall have the right to amend or terminate
any such plans or programs from time to time upon notice to Executive. NOTWITHSTANDING THE FOREGOING, EXECUTIVE UNDERSTANDS AND ACKNOWLEDGES
THAT, AS OF THE EFFECTIVE DATE, COMPANY DOES NOT OFFER ANY BENEFIT PLANS TO ITS EMPLOYEES OTHER THAN VACATION AS PROVIDED HEREINAFTER.


 


(b) Any
benefits provided or made available to Executive by Company are in Company’s sole discretion and are subject to change, without
compensation, upon Company’s providing appropriate written notice to Executive of any such change, including any termination of
any benefit(s).


 


(c) Executive
will be entitled to six (6) weeks of paid vacation each calendar year during the term of this Agreement, with the schedule of time taken
by Executive for vacation determined by mutual agreement between Company and Executive.


 


3.6 New
or Successor Plans and Programs.


 


If at any time after the Effective
Date, Company establishes any new, replacement or additional pension, retirement, disability or annuity plans, or compensation plans or
programs for executives or senior managers of Company at comparable levels, Executive shall be eligible, at Company's discretion, for
coverage under such pension, retirement, disability and annuity plans, programs or incentive compensation practices in accordance with
the terms thereof.


 


3.7 Availability
of Compensation & Benefits.


 


The benefits and entitlements
made available to Executive under the terms of this Agreement, or as to which Executive may be eligible, excepting those provided in Article
4.0 of this Agreement, are and shall be contingent and conditional upon Executive maintaining and continuing employment as an officer
of Company in the position set forth in Article 2.0 of this Agreement or a similar position with Company that is considered equivalent
to such position.


 


ARTICLE 4.0 – TERMINATION & CESSATION
OF EMPLOYMENT


 


4.1 Termination
of Employment.


 


(a) Executive’s
employment with Company shall be terminated (1) for Cause as specified in Section 4.2, (2) upon the Disability of Executive as provided
in Section 4.3, (3) upon Executive’s death as provided in Section 4.4, or (4) upon Executive’s resignation or voluntary termination
of employment.


 


(b) During
the term of this Agreement, if Executive’s employment with Company is terminated for any of the reasons or grounds specified in
Section 4.1, Executive shall not be entitled to receive any compensation or benefits under this Agreement following such termination of
employment except as expressly provided in this Article 4.0 or in any applicable compensation plan, employee benefit plan or other Company
sponsored plan available to all employees of Company in which Executive is or remains eligible to participate following his/her termination
of employment.


 






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4.2 Termination
for Cause.


 


(a) Company
may terminate Executive for Cause after written notice specifying the cause of such action shall have been given by Company to Executive.
For purposes of this Agreement, the term “Cause” means:


 


(1) Executive’s
breach of any material term, condition or provision of this Agreement which remains uncorrected for thirty (30) days following Company’s
written notice of such breach to Executive;


 


(2) Executive’s
commission of any act or omission that has, or that has had or is likely to have, a material adverse effect on the business, operations,
financial condition or reputation of Company or any of its Affiliates;


 


(3) Executive’s
conviction (including a plea of guilty or nolo contendere) of a felony or any crime involving or including theft, dishonesty or moral
turpitude;


 


(4) Gross
omission or dereliction of any statutory or common law duty of loyalty to Company; or


 


(5) Any
repeated or continuous failure, neglect or refusal to perform Executive’s duties and responsibilities under this Agreement or as
may be directed by the Board of Directors or any executive of Company to whom Executive reports.


 


(b) Any
decision as to whether “Cause” exists for the termination of Executive’s employment with Company shall be referred to
the Board of Directors for a final determination.


 


4.3 Termination
Due to Disability.


 


(a) In
the event that Executive is prevented from performing his/her usual duties for a period of six (6) consecutive months, or for shorter
periods aggregating more than six (6) months in any twelve-month period, by reason of physical or mental disability, whether total or
partial in nature or effect (referred to herein as “Disability”), Company shall continue to pay Executive his/her full
salary up to and including the last day of the sixth consecutive month of Disability, or the day on which the shorter periods of Disability
shall equal a total of six (6) months (in either case, such day being the “Disability Date”). Company shall be entitled,
on or at any time after the Disability Date, to terminate this Agreement and Executive’s employment with Company due to Disability
upon giving written notice to Executive.


 


(b) The
effective date of any termination of Executive’s employment due to or as a result of Disability shall be the Disability Date, from
and after which Company shall have no further obligation or liability to Executive under this Agreement except for any compensation that
has accrued under this Agreement and has not been paid, together with the following compensation and benefits:


 


(1) Executive’s
base salary, at the rate in effect immediately prior to the Disability Date, through the end of the month in which he/she is terminated
due to or as a result of Disability;


 


(2) An
annual bonus, pursuant to the terms of any Company incentive compensation, performance or bonus plan, for the year in which Executive’s
termination due to Disability occurs, payable on a pro rata basis through the date of termination and at the time that bonuses, if any,
are paid to other executives of Company;


 


(3) Commencing
with the first month following the month in which Executive is terminated, payments to which Executive is entitled under any plan or program
of Company providing long-term disability or retirement benefits;


 






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(4) Continued
participation in any Company sponsored employee benefit plan that is made available to all employees of Company and in which Executive
was participating as of the Disability Date, to the extent that Executive remains eligible to participate under the terms thereof, until
the earliest to occur of the cessation of Executive’s Disability, his/her death or his/her attainment of age 70.


 


4.4 Termination
Due to Death.


 


In the event of Executive’s
death during the term of this Agreement, this Agreement shall automatically terminate and expire, except that (a) Executive’s estate
shall be entitled to receive any compensation that has accrued or is owed to Executive under this Agreement as of the date of his/her
death, including any bonus or other compensation determined and paid to Executive annually, which shall be prorated and paid through the
last day of the month in which Executive’s death occurs, and (b) such termination shall not affect any amounts payable to Executive’s
estate as insurance or other death benefits under Company plans or programs then in force or effect with respect to Executive.


 


4.5 Termination
Without Cause; Severance.


 


(a) Except
as provided in Section 4.5(b), and subject to compliance with the terms and conditions of Section 4.5(c), if Executive’s employment
with Company is terminated at any time during the term of this Agreement without a reason or ground specified in Section 4.1, Executive
shall be entitled to severance (“Basic Severance”) equal to fifty percent (50%) of Executive's annual base salary rate
in effect as of the date of Executive’s termination.


 


(b) In
the event that Company is acquired during the term of this Agreement, whether by merger, stock acquisition or purchase, or consolidation,
or by the acquisition of all or substantially all of the business or assets of Company, or otherwise (in each case, an “Acquisition”),
and Company or the acquiring or surviving Person in or as a result of any such Acquisition (the “Acquiring Party”),
as the case may be, either:


 


(1) Fails
or declines to offer to Executive, or on before the date on which the Acquisition is closed or concluded (the “Closing Date”),
new or continued employment with the Acquiring Entity in a position having or providing responsibilities, compensation and benefits that
are equivalent to or greater than the position of employment, and with the responsibilities, compensation and benefits, provided to Executive
under this Agreement and, as a result thereof, Executive elects to resign or voluntarily terminate his/her employment with Company or
the Acquiring Entity, as the case may be; or


 


(2) Terminates
this Agreement and Executive’s employment with Company or the Acquiring Party, as the case may be, without Cause or any other reason
specified in Section 4.1, at any time within a period of twelve (12) months after the Closing Date; then, upon either such event, Executive
shall be entitled, in lieu of the Basic Severance specified in Section 4.5(a), to severance (“Enhanced Severance”) equal to
one hundred percent (100%) of Executive's annual base salary rate in effect as of the date of Executive’s termination.


 


(c) Any
obligation by Company to pay Basic Severance or Enhanced Severance pursuant to this Section 4.5 is and shall be (1) subject to Executive’s
compliance with the provisions, restrictions and limitations of Articles 5.0 and 6.0 of this Agreement, (2) unless otherwise agreed, payable
in six (6) equal monthly installments commencing the month immediately following the month of termination, and (3) subject to Executive
signing a standard general release and agreement not to sue Company then in use by Company in connection with terminated employees (the
“General Release”) within 45 days after the date Executive’s employment terminates. The General Release shall not waive
any rights of Executive with respect to shares or options that he holds after the Effective Date of the General Release. The Company shall
provide such General Release agreement to Executive within fourteen (14) days after Executive’s employment terminates.


 






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ARTICLE 5.0 –
OWNERSHIP & PROTECTION OF COMPANY PROPERTY


 


5.1 Ownership;
Results of Services.


 


Company shall own, and Executive
agrees to fully disclose and hereby assigns and conveys to Company, all of Executive’s right, title and interests, of every kind
and character and in perpetuity, in and to the results of Executive’s services or work for Company, including all tangible and intangible
property, material, information. ideas, concepts, improvements, discoveries, and inventions, whether patentable or not, that are conceived,
generated, developed, made or acquired by Executive, individually or in conjunction with others, during Executive's employment by Company
(whether during business hours or otherwise and whether on Company's premises or otherwise) which relate in any way to Company’s
business, technologies, operations, products or services, including (a) all rights and interests of Executive in any invention, patent
or patent rights, trademark and other intellectual property, including a waiver by Executive of rights granted under the (U.S.) Artists
Visual Rights Act, (b) printed or digitally generated or stored files, notes, memoranda, correspondence, lists, documents and other corporate
instruments and records, (c) information relating to or including any Confidential Information (as defined below), and (d) all writings
or materials of any type, whether printed or in digital format or otherwise, embodying any of the foregoing property, material or information.
It is understood and agreed that the provisions of this Section 5.1 and Section 5.2 do not apply to any Inventions that I can prove qualify
fully for protection under Section 2870 of the California Labor Code (set forth in Exhibit C to this Agreement).


 


5.2 Work
for Hire; Assignments.


 


All of the services performed
by Executive for Company or during or within the scope of Executive’s employment by Company shall constitute “work for hire”
and the results of such services or work shall be owned by Company. Executive agrees to execute and deliver to Company such assignments
or other instruments as Company may require from time to time to evidence Company’s ownership of the results, work product and proceeds
of all such services and work performed by Executive hereunder.


 


5.3 Return
of Company Property.


 


(a) Upon
any termination of this Agreement or cessation of Executive’s employment with Company, Executive shall immediately return to Company
all property (including both tangible and intangible property) that is considered the property of Company, including keys, records, employee
badges, entry cards, records, notes, data, models, memoranda, and other documents, equipment or information or data (including Confidential
Information) that are in the possession, custody or control of Executive (or any person acting with or at the behest of Executive), whether
in physical, electronic or digital form, or otherwise, and whether or not such property was conceived, developed, generated or made by
Executive or by others. Under no circumstances shall Executive be entitled to replicate or reproduce, or retain copies of, any of the
property of Company following termination of his/her employment with Company.


 


(b) Executive
shall, upon any termination of his/her employment with Company (and no later than 24 hours following the effective date of any such termination),
certify to Company in writing that he/she has returned to Company all property of Company as required hereunder and that no copies, replicas
or reproductions of any such property have been retained by Executive or by any other Person acting with or at the behest of Executive
or to whom or which such materials may have been disclosed or delivered by Executive at any time.


 






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ARTICLE 6.0 – CONFIDENTIALITY
& RELATED OBLIGATIONS


 


6.1 Confidential
Information; Obligations.


 


(a) Each
Party acknowledges and agrees that, as a result of and during Executive’s employment with Company, Executive will acquire, develop
or participate in developing, or otherwise have access to non-public information, data and other matters that are considered highly confidential
to Company and that are the property of Company (or licensed by Company from other Persons), including:


 


(1) inventions,
ideas, discoveries, methods and methodologies, processes, products, product designs, technical information, know-how, copyrights and works
of authorship, drawings, schematics, and supplier, client and customer lists, prices and costs;


 


(2) information
technology, systems, processes, designs, platforms and software, including code, algorithms and other components of any software;


 


(3) studies,
analyses, strategic and tactical plans, marketing plans and surveys, maps, photographs and other media and image recordings, and point-of-services
locations and information;


 


(4) corporate,
business, financial, accounting, legal and regulatory information, data and records generated maintained by or for Company (including
drafts, reproductions and copies thereof), including organizational charts, shareholder lists, meetings, minutes and resolutions, personnel
files and personal privacy data, contracts, agreements, notes, debentures, security instruments, finance and financing instruments and
documents, real and personal property leases, licenses and other commercial transaction documents and records; and


 


(5) information
considered a “trade secret” under the (U.S.) Defend Trade Secrets Act (Pub. L. No. 114-153, 130 Stat. 376, codified in Title
18, United States Code) (“DTSA”) and/or under the California Uniform Trade Secrets Act (Cal. Civ. Code § 3426 et seq);
(collectively, “Confidential Information”). “Confidential Information” shall also include any non- public information
or data that has been disclosed by any Person to Company, or by Company to any Person, that is subject to any confidentiality obligation
or governed by a confidentiality and non-disclosure agreement entered into between Company and such Person.


 


(b) Executive
covenants and agrees that he/she will not, at any time or in any manner, either directly or indirectly, publish, disclose, divulge or
communicate any Confidential Information to any Person, without the prior written consent of Company, except (1) to the directors, officers,
managers, members or shareholders of Company or to other employees and contractors of Company that have a “need to know” such
information and have undertaken appropriate obligations of confidentiality to Company, or (2) as may be required by law. Executive agrees
to keep and maintain all Confidential Information as strictly confidential.


 


6.2 Post-Employment
Confidentiality Obligations.


 


(a) As
part of the consideration for Company’s hiring of Executive and as an incentive for Company to enter into this Agreement, Executive
agrees that, during a period of five (5) years following termination or expiration of this Agreement and the end of Executive’s
employment with Company, Executive will not, directly or indirectly:


 


(1) publish
or disclose any of the Confidential Information to any Person other than Company and its management except as may be required by applicable
law or by legal process in any legislative, judicial or administrative proceeding if and to the extent that Executive, prior to any such
disclosure, gives Company sufficient written notice of any such proposed disclosure in order to give Company sufficient time to obtain
any protective order or other relief that Company may deem necessary or appropriate to ensure the continued protection of the Confidential
Information from improper publication or disclosure;


 






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(2) disclose,
use or rely upon any of the Confidential Information in connection with employment, consulting or other services that Executive may provide
or render to any Person other than Company of its Affiliates;


 


(3) induce
or attempt to induce any manager or employee of Company to terminate his/her employment with Company or any of its Affiliates without
Company’s prior written consent or agreement.


 


(b) Company
and Executive agree that the post-employment obligations undertaken by Executive herein are reasonable and necessary to protect the Confidential
Information from unauthorized or improper disclosure to or for the benefit of any Person (other than Company and its Affiliates), including
the potential for inevitable disclosure of such information.


 


6.3 Company’s
Remedies for Violation of Confidentiality Obligations.


 


(a) Any
violation by Executive of the confidentiality obligations herein shall constitute “for cause” grounds for termination of Executive’s
employment hereunder. In addition, in the event of any such violation by Executive, including Executive’s post-employment obligations
specified in this Agreement, Company shall be entitled to any remedies, either at law or in equity, that may be available under federal
(U.S.) law and/or under California law.


 


(b) In
accordance with the (U.S.) Defend Trade Secrets Act, Company hereby provides to Executive the following notice of immunity protection
available thereunder:


 


“An individual shall not be held
criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made in confidence
to a Federal, State, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation
of law. An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of
a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret
to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing
the trade secret under seal; and does not disclose the trade secret, except pursuant to court order.”


 


ARTICLE 7.0 – TAXES AND TAXATION


 


7.1 Executive
shall be responsible for the payment of all U.S., state and local income, excise and similar taxes imposed by any governmental entity
or taxing authority on or with respect to the payments, compensation and benefits paid to or received by Executive under this Agreement.


 


7.2 Company
shall, within ninety (90) days after the end of each calendar year during the Term and any Extended Term (or as may be required by applicable
law), provide or deliver to Executive any forms, documents and other records required by U.S. or state law that will enable Consultant
to determine or verify any applicable taxes that may be imposed with respect to the payments, compensation and benefits paid or payable
under this Agreement and to prepare and file any tax returns or other documents required by U.S. or any applicable state law or any regulations
promulgated thereunder.


 


ARTICLE 8.0 – INDEMNIFICATION &
DEFENSE OF CLAIMS


 


8.1 Indemnification
Agreement.


 


It is the intent of the Parties,
and as an inducement for Executive to accept employment with Company under the terms and conditions of this Agreement, that Company will
provide indemnity protection to Executive, both in connection with his position of employment with Company and in the discharge of his
duties and responsibilities to Company, to the maximum extent allowed under the laws of the State of Nevada. Accordingly, Company and
Executive shall, either concurrently with or immediately following the execution of this Agreement, enter into and execute an Indemnification
Agreement substantially in the form of Exhibit B hereto.


 


8.2 Other
Indemnity Protection.


 


The indemnity protections
provided to Executive in the Indemnification Agreement shall be in addition to, and not in derogation of, any of indemnification rights
that may be granted or otherwise available to Executive under the governing documents of Company or under Nevada law.


 






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ARTICLE 9.0 – GOVERNING LAW; DISPUTE
RESOLUTION


 


9.1 Governing
Law.


 


This Agreement shall be construed and enforced
in accordance with the laws of the State of California without regard to the choice of laws principles thereof.


 


9.2 Dispute
Resolution; Arbitration.


 


(a) At
the option of Company or Executive, and to the extent permitted by applicable law, any dispute, controversy or question arising under,
based on or relating to this Agreement, or any breach or failure to comply with the terms hereof (each a “Dispute”),
shall be finally and exclusively resolved by binding arbitration administered by the American Arbitration Association (“AAA”)
under its Commercial Arbitration Rules (the “AAA Rules”). Unless otherwise agreed by the Parties, arbitration of any
Dispute shall be conducted before a single arbitrator selected by the Parties and the forum and venue for such arbitration shall be AAA’s
Los Angeles Regional Center in Los Angeles, California. Each Party hereby submits to AAA and the selected forum for the arbitration of
any Dispute, waives any objection to the venue of such arbitration, and agrees that service of process and other notices, pleadings and
documents in any arbitration or proceeding hereunder may be delivered to a Party in accordance with the provisions governing “Notices”
in this Agreement.


 


(b) If
the Parties are unable to agree upon a neutral arbitrator within thirty (30) days after a Party notifies the other Party in writing of
its intent to submit a Dispute to arbitration, either Party may apply to AAA for the appointment of an arbitrator or, if AAA is not then
in existence or declines to act, either Party may apply to the Presiding Judge of the Superior Court of any county in the State of California
for the appointment of a neutral arbitrator to hear the Parties and settle the Dispute and such Judge is hereby authorized to make such
appointment.


 


(c) If
the Parties so agree in writing, and subject to the consent of the single arbitrator, hearings and proceedings conducted in the arbitration
of any Dispute hereunder may be conducted remotely by secure video conferencing technology that is acceptable to the Parties.


 


(d) The
decision or award of the arbitrator shall be in writing and shall set forth detailed reasoning for the award. Discovery shall be conducted
expeditiously, bearing in mind the objective of limiting discovery and expediting the decision or award of the arbitrator at the most
reasonable cost and expense to the Parties. The decision of the arbitrator shall be final, conclusive and binding on the Parties and no
action at law or in equity shall be instituted or, if instituted, prosecuted by either Party other than to enforce the award of the arbitrator.
Judgment upon an award rendered pursuant to such arbitration may be entered in any court having jurisdiction or application may be made
to such court for a judicial acceptance of the award and/or an order of enforcement, as the case may be.


 


9.3 Extraordinary
Relief.


 


The rights of Company under
this Agreement are of a special, unique and intellectual character which gives them a unique value, and a breach of any provision of this
Agreement (including in particular the provisions contained in Articles 5.0 and 6.0) will cause Company irreparable economic harm or damage
that cannot be reasonably or adequately compensated in damages in an action at law. Accordingly, without limiting any right or remedy
that Company may have under this Agreement or applicable law, or otherwise, Executive agrees that Company shall be entitled to seek injunctive
and other extraordinary relief to enforce and protect its rights granted under this Agreement, whether through arbitration or litigation
as provided herein, without any requirement that it post a bond or other security.


 


9.4 Expenses
of Enforcement.


 


In the event that Executive
is the prevailing party in any arbitration or litigation under this Article 9.0, Company shall pay Executive’s attorneys' fees and
costs, including the compensation and expenses of any arbitrator, unless the arbitrator or the court determines that (a) Company has no
liability in such Dispute, or (b) the action or claims by Executive are frivolous in nature. In any other case or matter, Company and
Executive shall each bear its or his/her own attorney fees and costs, except that Company shall pay the costs of any arbitrator appointed
under Section 9.2.


 






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ARTICLE 10.0 – GENERAL PROVISIONS


 


10.1 Board
Approval.


 


This Agreement, even if executed
and delivered by the Parties, shall not become valid and enforceable until Company’s Board of Directors has expressly approved this
Agreement. Company agrees to notify Executive promptly of the date of such approval.


 


10.2 Non-Assignability.


 


This Agreement is a personal
contract and the rights, interests, benefits and obligations of Executive under this Agreement may not be voluntarily or involuntarily
assigned, sold, alienated, or transferred by Executive to any Person.


 


10.3 Notices.


 


All notices, requests, demands
and other communications under this Agreement shall be in writing and shall be deemed duly given (a) if delivered by hand or by private
courier and signed for by the receiving Party, on the date of such delivery, (b) if sent by facsimile with written evidence of successful
transmission, on the date of such transmission, or (c) if mailed by domestic certified or registered mail with postage prepaid, on the
third business day after the date postmarked. The addresses for notices to either Party are as displayed in the introductory paragraph
of this Agreement or as subsequently modified by written notice by a Party to the other Party.


 


10.4 Taxes.


 


It is understood that all payments and benefits
provided under this Agreement are subject to withholding for applicable federal, state and local income (or similar) taxes.


 


10.5 Waivers
& Amendments.


 


Any failure by either Party
at any time to enforce and require full compliance with any provision of this Agreement shall not constitute a waiver of any of the terms
and conditions hereof at any future time and shall not prevent such Party from insisting on compliance with and the performance of such
terms and conditions at any later time. Neither this Agreement nor any of the provisions hereof may be waived, modified, amended, discharged
or terminated except by an instrument in writing and duly executed by each of the Parties.


 


10.6 Severability.


 


The Parties intend that the
rights, obligations, remedies and other provisions contained in this Agreement shall be enforceable to the fullest extent permitted by
law. If any provision of this Agreement or the application thereof to any person, association or entity shall, to any extent, be construed
to be invalid or unenforceable, either in whole or in part, such provision shall be construed in a manner so as to permit its enforceability
under applicable law. In any case, the remaining provisions of this Agreement shall remain in full force and effect.


 


10.7 Entirety
of Agreement; Integration.


 


This Agreement constitutes
the entire agreement of the Parties with regard to such subject matter and contains all of the covenants, promises, representations, warranties,
and agreements between the Parties with respect to such subject matter. No representation, inducement, promise agreement, oral or written,
has been made by either Party with respect to such subject matter that is not embodied in this Agreement and no agreement, statement,
or promise relating to Executive’s employment by Company that is not contained in this Agreement shall be valid or binding.


 


10.8 Counterparts.


 


This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original but all of which together shall constitute one and the same instrument.


 


[SIGNATURE PAGE FOLLOWS]


 






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


 


	COMPANY:	 
	 	 	 
	INNOVATIVE PAYMENT SOLUTIONS, INC.	 
	 	 	 
	By:	/s/ William Corbett	 
	 	William Corbett	 
	 	Chief Executive Officer	 
	 	 	 
	EXECUTIVE:
	 	 	 
	/s/ Richard Rosenblum	 
	Richard Rosenblum	 



 






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EXHIBIT A


 


INDEMNIFICATION AGREEMENT 


 


This INDEMNIFICATION AGREEMENT
(“Agreement”), dated and made effective as of July 27, 2021, is entered into by and between INNOVATIVE PAYMENT SOLUTIONS,
INC., a corporation organized and existing under the laws of the State of Nevada, having offices at 19355 Business Center Drive, Northridge,
CA 91324 (“Company”), and RICHARD ROSENBLUM, an individual residing in Delray Beach, Florida (“Indemnitee”)
(each party hereto sometimes referred to as a “Party” or collectively as the “Parties”).


 


W I T N E S S E T H


 


A. Company
desires to attract and retain the services of highly qualified individuals, including individuals such as Indemnitee, to serve as officers,
directors, and managers to or with Company and its affiliated companies and recognizes that competent and experienced individuals are
reluctant to serve as directors, officers, or managers of corporations unless they are protected by indemnification or by liability insurance,
or both, in light of increased exposure to litigation risks and costs that may arise in connection with the services they provide to corporations
and other legal entities and enterprises;


 


B. Existing
laws governing or relating to the duties of officers and directors are frequently difficult to interpret and apply and are often unclear
or ambiguous and fail to provide officers and directors with clear, adequate and reliable knowledge or guidance with respect to the legal
risks and potential liabilities to which they may be exposed and the actions that they should take in performing their duties and responsibilities
in good faith for their companies;


 


C. The Nevada
Corporation Law authorizes and empowers Company to indemnify its officers, directors, employees and agents and the persons that serve
or served, at the request of Company, as officers, directors, employees or agents of another corporation, partnership, joint venture,
trust or other enterprise and provides that a Nevada corporation, in its articles of incorporation or bylaws, or in an agreement, may
provide that the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding may be paid by
the corporation as such expenses are incurred and in advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking to repay the amount if it is ultimately determined by a court of competent jurisdiction that the officer or director
is not entitled to be indemnified;


 


D. To induce Indemnitee
to serve as an officer, director, employee or agent of Company as contemplated hereinabove, Company desires to indemnify Indemnitee to
the fullest extent permitted by or under the Nevada Corporation Law.


 


NOW, THEREFORE,
in consideration of the premises and agreements, covenants, and promises contained herein and for other good and valuable consideration,
the Parties agree as follows:


 


1. Defined
Terms. In addition to any term that may be defined in the text of this Agreement, the following terms shall be defined as follows:


 


“Affiliate”
means, with reference to Company, any other Person controlling, controlled by or under the common control of Company. For purposes hereof,
the term “control” (or any equivalent term) means having ownership of more than fifty percent (50%) of the voting securities
of a Person or the power, whether through voting power or otherwise, to control the management policies of such Person.


 


“Articles”
means the Articles of Incorporation of Company.


 






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“Board of Directors” or “Board”
means the board of directors of Company. “Bylaws” means the Bylaws of Company.


 


“Claim”
means any threatened, pending or completed action, suit, proceeding or alternative dispute resolution proceeding, or any hearing, inquiry
or investigation, that Indemnitee in good faith believes might lead to the institution of any such action, suit, proceeding or alternative
dispute resolution proceeding, whether civil, criminal, administrative, investigative or otherwise.


 


“Company”
means (a) Innovative Payment Solutions, Inc. (“IPSI”), and (b) any constituent corporation absorbed in a consolidation or
merger to which IPSI (or any of its wholly owned subsidiaries) has been or becomes a party that, if its separate existence had continued,
would have had power and authority to indemnify its officers, directors, employees, agents or fiduciaries in a manner substantially similar
to the indemnification provided to Indemnitee under this Agreement.


 


“Exchange Act” means the
(U.S.) Securities Exchange Act of 1934, as amended.


 


“Expenses
means any and all direct and indirect costs and expenses, judgments, fines, penalties, sanctions and amounts paid in settlement (if such
settlement is approved in advance by Company) of any Claim regarding or arising from an Indemnity Event. For purposes hereof, the term
“Expenses” includes attorneys’ fees and all other costs, expenses and obligations incurred by Indemnitee in connection
with investigating, defending, appearing as a witness in or otherwise participating in (including any appeal) any action, suit, proceeding,
alternative dispute proceeding, hearing, inquiry or investigation involving any Claim regarding or arising from an Indemnity Event.


 


“Expense Advance”
means any advance payment of Expenses to Indemnitee under or pursuant to this Agreement or as otherwise permitted under Nevada law.


 


“Indemnity
Event” means any event or occurrence arising from or relating to (a) Indemnitee’s position or status as a past or current
officer, director, employee, agent or fiduciary of Company or any of its Affiliates, or any predecessor thereof, respectively, or in serving
(or having served) at the request of Company (or any predecessor thereof) as an officer, director, employee, agent or fiduciary of another
corporation, partnership, joint venture, trust or other enterprise, or (b) any act, action or inaction by or on the part of Indemnitee
while serving in any such capacity or capacities.


 


“Nevada Corporation
Law” means Chapter 78 of the Nevada Revised Statutes of the State of Nevada (codified at NRS §78.010 et seq).


 


“Person”
means any natural person, corporation, company, partnership (including both general and limited partnerships), limited liability company,
sole proprietorship, association, joint stock company, firm, trust, trustee, joint venture, unincorporated organization, executor, administrator,
legal representative or other legal entity, including any governmental authority, entity or instrumentality.


 


“SEC” means the (U.S.) Securities
and Exchange Commission. “Securities Act” means the (U.S.) Securities Act of 1933, as amended.


 


2. Interpretation; Protocols.


 


2.1 The name assigned
to this Agreement and the Section (or subsection) headings or captions used herein are for convenience of reference only and shall not
be construed to affect the meaning, construction or effect hereof. Terms defined in the singular shall have a comparable meaning when
used in the plural and vice versa. Unless otherwise specified, the terms “hereof,” “herein” and similar terms
refer to this Agreement as a whole, and references herein to Sections refer to Sections of this Agreement. Pronouns in masculine, feminine,
and neutral genders will be construed to include any other gender, and words in the singular form will be construed to include the plural
and vice versa, unless the context otherwise requires.


 


2.2
For purposes of this Agreement, the words, “include,” “includes” and “including,” when used
herein, shall be deemed in each case to be followed by the words “without limitation”.


 






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2.3 References in
this Agreement to “other enterprise” include employee benefit plans and the term “fines” includes any administrative
penalties or any excise taxes that may be assessed or imposed on Indemnitee under or with respect to any employee benefit plan or pursuant
to or as a result of any benefits paid to or conferred upon Indemnitee by Company or its Affiliates.


 


2.4 Unless stated
otherwise, references to money herein shall mean and refer to the currency (U.S. Dollars) of the United States of America.


 


3. Indemnification; Non-Exclusivity.


 


3.1 It is intended
by Company and Indemnitee that the indemnification of Indemnitee as provided in this Agreement shall be to the fullest extent allowed
by the Nevada Corporation Law including Nevada Revised Statutes § 7502. Accordingly, the indemnification provided to Indemnitee under
this Agreement shall not be limited by, and shall be in addition to, any indemnification provided to or conferred upon Indemnitee under
the Articles or Bylaws or that may be otherwise provided under the Nevada Corporation Law or other applicable law, in each case as they
exist on and as of the date of this Agreement.


 


3.2 In the event
of any change in any applicable law, statute or regulation after the date of this Agreement that expands or enlarges the right of a Nevada
corporation to indemnify its officers, directors, employees, agents and/or fiduciaries, the Parties intend that Indemnitee shall be entitled
to such expanded or enlarged indemnity benefits as may be accorded by any such change in applicable law, statute or regulation. In the
event that any change in any applicable law, statute or regulation after the date of this Agreement narrows or reduces the scope or benefits
of any indemnity currently afforded Indemnitee under this Agreement or under the Articles or Bylaws, or under or by virtue of existing
applicable laws, statutes and regulations, any such changes shall not narrow or reduce, or be applied to narrow or reduce, the scope and
benefits of indemnification provided to Indemnitee as of the date of this Agreement.


 


4. Indemnification; Third Party Claims.


 


4.1 Company shall
indemnify Indemnitee if Indemnitee is a party to or is threatened to be made a party to or is otherwise involved in any Claim (other than
a Claim by or in the right of Company), asserted or brought by reason of an Indemnity Event, against all Expenses incurred by Indemnitee
in connection such Claim, if Indemnitee either (a) is not liable pursuant to NRS § 78.138, or (b) acted in good faith and in a manner
he/she reasonably believed to be in or not opposed to the best interest of Company and, in the case of a criminal claim or proceeding,
had no reasonable cause to believe that his/her conduct was unlawful.


 


4.2 The termination
or resolution of any Claim by judgment, judicial order, settlement, conviction or upon a plea of nolo contendere, or its equivalent, does
not, of itself, create a presumption that Indemnitee is liable under or pursuant to NRS § 78.138 or did not act in good faith or
in a manner which he/she reasonably believed to be in or not opposed to the best interest of Company or, with respect to any criminal
claim or proceeding, that Indemnitee had reasonable cause to believe that his/her conduct was unlawful. Any payment of Expenses under
this Section 4 shall be made by Company within thirty (30) days after written demand by Indemnitee for such payment is delivered or submitted
to Company.


 


5. Indemnification; Derivative Actions.


 


5.1 Company shall
indemnify Indemnitee if Indemnitee is a party to or is threatened to be made a party to or is otherwise involved in any Claim by or in
the name of Company to procure a judgment in its favor, by reason of an Indemnity Event, against all Expenses incurred by Indemnitee in
connection with such Claim, if Indemnitee either (a) is not liable pursuant to NRS 78.138, or (b) acted in good faith and in a manner
he/she reasonably believed to be in or not opposed to the best interest of Company.


 


5.2 Notwithstanding
the provisions of Section 5.1, no indemnification thereunder shall be provided to Indemnitee for any Claim, issue or matter to which Indemnitee
has been adjudged by a court of competent jurisdiction, after the exhaustion of all appeals therefrom, to be liable to Company or for
amounts paid in settlement to Company, unless and to the extent that any court in which such Claim is brought or other court of competent
jurisdiction determines upon application that, in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled
to indemnity for such Expenses as the court deems proper. Any payment of Expenses under this Section 5 shall be made by Company, if Indemnitee
is determined to be entitled to such Expenses, within thirty (30) days after written demand by Indemnitee for such payment is delivered
or submitted to Company.


 






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6. Mandatory Payment/Reimbursement
of Expenses.


 


Notwithstanding
any other provision contained in this Agreement (other than as provided in Sections 10 and 11), if and to the extent that Indemnitee is
successful on the merits or otherwise in defending any Claim regarding or arising from an Indemnity Event (including any favorable judgment
or dismissal with or without prejudice), Indemnitee shall be indemnified, and shall be paid for all Expenses incurred by Indemnitee (other
than Expenses previously advanced or paid to Indemnitee by Company), in connection with any such Claim.


 


7. Indemnification; Payment of Expenses.


 


7.1 Expense Advances.


 


(a) To the extent
permitted by applicable law, Company shall advance to Indemnitee the Expenses incurred by Indemnitee in connection with any Claim regarding
or arising from an Indemnity Event, with the advance of such Expenses being made by Company within thirty (30) days after Company receives
a statement, invoice or written demand from Indemnitee (with any required or supporting documentation) requesting such advance of Expenses,
provided and on the condition that Indemnitee (i) has provided to Company an undertaking to repay all such Expense Advances to Company
if and to the extent that it is determined, by a court of competent jurisdiction in a final non-appealable judgment or order, that Indemnitee
is not entitled to be indemnified by Company, and (ii) such undertaking remains in effect hereunder.


 


(b) In requesting
any Expense Advance from Company, Indemnitee may, in the event that any supporting documentation refers to legal services rendered or
anticipated in a manner, or to the extent that, it could result in a waiver of the attorney/client privilege or other privilege accorded
Indemnitee under applicable law, deliver or submit to Company only copies of invoices without supporting documentation.


 


(c) Any Expense
Advances requested by Indemnitee shall be unsecured and interest-free and shall be made to Indemnitee without regard to Indemnitee’s
ability to repay such Expense Advances to Company (other than in providing Company with an undertaking by execution of this Agreement
as provided in Section 7.2 in the event that it is determined that Indemnitee is not entitled to indemnification with respect to such
Expenses. The right of Indemnitee to request and obtain Expense Advances hereunder shall continue until the final disposition (including
any appeal) of each Claim for which Expense Advances may be requested from time to time by Indemnitee as provided herein.


 


(d) Indemnitee’s
right to Expense Advances under this Section 7.1 shall not apply to any request or claim by Indemnitee for or with respect to which indemnification
is excluded or precluded under Sections 10 or 11.


 


7.2 Expense
Advance Undertaking. Company and Indemnitee each acknowledge and agree that Indemnitee’s execution and delivery of this
Agreement to Company shall constitute an undertaking by Indemnitee, to the fullest extent required by applicable law, to repay to Company
all Expense Advances if and to the extent that it is determined, by a court of competent jurisdiction in a final non-appealable judgment
or order, that Indemnitee is not entitled to be indemnified by Company.


 


8. Notice of Claims; Duty to Cooperate.


 


8.1 Indemnitee
agrees to provide Company with a written notice, as soon as possible or practicable, of any Claim threatened, asserted or made against
Indemnitee and for or as to which indemnification is or may be sought by Indemnitee under this Agreement or otherwise. Each such notice
by Indemnitee shall be directed to the board of directors of Company or to its chief executive officer or secretary at the address for
Company listed or displayed on the signature page of this Agreement (or such other address as Company may designate in writing to Indemnitee
from time to time). Any failure of Indemnitee to give written notice of any such Claim as provided hereinabove shall not relieve Company
of its obligation to indemnify Indemnitee unless and to the extent that Company demonstrates that such failure on the part of Indemnitee
has resulted or will result in irreparable economic harm to Company that could have been avoided if Indemnitee had provided timely notice
to Company as provided herein.


 






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8.2 With respect
to any Claim for or as to which Company may be required to indemnify Indemnitee (or as to which Company has assumed the defense of Indemnitee
as provided hereinafter), Indemnitee shall reasonably cooperate with Company in the defense of any such Claim and will provide to Company
such information and documents as Company may reasonably require to the extent that Indemnitee is in possession of or has the power to
access and obtain such information and documents.


 


9. Selection of Counsel.


 


9.1 In the event
that Company is obligated to indemnify Indemnitee for the Expenses incurred by Indemnitee in connection with any Claim, Company shall
be entitled, at its election and upon giving written notice to Indemnitee, to assume the defense of such Claim with counsel selected by
Company and approved by Indemnitee (with such approval not unreasonably withheld or delayed by Indemnitee).


 


9.2 Upon Company’s
election to assume the defense of any Claim as provided herein (and counsel has been retained by Company in connection therewith), Company
shall have no further obligation to pay Indemnitee for attorneys’ fees incurred by Indemnitee with respect to such Claim. Notwithstanding
Company’s assumption of the defense of any such Claim, Indemnitee shall have the right to employ separate counsel with respect to
such Claim at Indemnitee’s expense. In addition thereto, Company shall dispense with the counsel it has retained (with Indemnitee’s
consent) and shall pay the fees and charges of Indemnitee’s separate counsel if (a) Company agrees to do so in writing, or (b) Indemnitee
and its separate counsel has determined that a conflict of interest may exist between Company and Indemnitee in conducting the defense
of any Claim.


 


10. Exclusions from Indemnity.


 


10.1 Notwithstanding
anything to the contrary in this Agreement, Company shall not be required to indemnify Indemnitee or pay the Expenses of Indemnitee in
or with respect to any of the following:


 


(a) Any Claims
(and the Expenses incurred in connection therewith) that are initiated or asserted by Indemnitee and not by way of defense of any Claim,
except for claims, actions, suits or proceedings initiated by Indemnitee (1) to enforce his/her indemnification rights under this Agreement
or other agreement or insurance policy, or under the Articles or Bylaws, (2) with the prior authorization or approval of the Board of
Directors, or (3) as otherwise may be required under the Nevada Corporation Law to establish Indemnitee’s right to indemnity or
payment of Expenses (and regardless of its outcome or ultimate disposition).


 


(b) Any claims
asserted or any action, suit or proceeding instituted by Indemnitee to enforce the terms of this Agreement if a court of competent jurisdiction
determines that any such claim, action, suit or proceeding was not asserted or instituted by Indemnitee in good faith or is otherwise
determined to be frivolous or without any legitimate basis in fact or law. For the avoidance of doubt, it is expressly stated that the
Company is obligated to indemnify Executive for claims to enforce the terms of this Agreement that are brought in good faith and are non-frivolous.


 


(c) Any acts,
omissions, activities or other transactions conducted by Indemnitee for or as to which Indemnitee may not be indemnified or relieved of
liability under applicable law.


 


(d) Any Claims
(and the Expenses paid in connection therewith) if it is determined in a final non-appealable judgment or order that (1) such payments
were made in violation of applicable law, (2) Indemnitee must make an accounting of profits from Indemnitee’s purchase and sale
of Company’s securities under or pursuant to the provisions of Section 16(b) of the Exchange Act or a similar provision under federal
or state law, or (3) Indemnitee’s acts, actions or omissions involved intentional misconduct, fraud or a knowing violation of law,
including any determination that Indemnitee defrauded or stole from Company, misappropriated confidential or proprietary information or
the trade secrets of Company, or otherwise converted the assets or properties of Company to his/her own personal use or benefit.


 


(e) Settlement of any Claim, or any amounts
paid in settlement of any Claim, without Company’s written consent.


 






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11. Exclusion; Potential Liability
Under Securities Laws.


 


Notwithstanding
any provision in this Agreement, Company shall not be required or obligated to indemnify Indemnitee under any Claim (or pay the Expenses
in connection therewith) to the extent that such indemnity and payment of Expenses (a) will violate the Securities Act or the Exchange
Act, or the rules and regulations thereunder, respectively, or any registration statement filed by Company under the Securities Act, or
any public policy relating thereto, or (b) will require Company, to achieve compliance with the undertakings required in paragraph (h)
of Item 512 of Regulation S-K, to submit to a court of competent jurisdiction any issue regarding whether Indemnitee is entitled to indemnification
for liabilities arising under the Securities Act.


 


12. Statute of Limitations; Claims
in the Right of Company.


 


No civil action
or proceeding shall be asserted, initiated or brought by or in the right of Company against Indemnitee or his/her estate, spouse, heirs,
executors or personal or legal representatives after the expiration of two (2) years from the date on which any Claim (or any claim or
cause of action asserted therein) arose or accrued under applicable law, and any such claim or cause of action shall be time-barred, extinguished
and deemed released unless asserted by the timely filing of a civil action or proceeding within such two-year period; provided,
however, in the event that any shorter statute or period of limitations is or becomes applicable to any such claim or cause of
action under applicable law, the shorter statute or period of limitations shall govern.


 


13. Governing Law; Consent to Jurisdiction.


 


13.1 Governing
Law. This Agreement, including the validity, substance, interpretation and enforcement thereof, shall be governed in all respects
by the laws of the State of Nevada without regard to its conflicts of laws or choice of laws principles.


 


13.2 Dispute Resolution; Arbitration.


 


(a) At the option
of Company or Executive, and to the extent permitted by applicable law, any dispute, controversy or question arising under, based on or
relating to this Agreement, or any breach or failure to comply with the terms hereof (each a “Dispute”), shall be finally
and exclusively resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under
its Commercial Arbitration Rules (the “AAA Rules”). Unless otherwise agreed by the Parties, arbitration of any Dispute
shall be conducted before a single arbitrator selected by the Parties and the forum and venue for such arbitration shall be AAA’s
Los Angeles Regional Center in Los Angeles, California. Each Party hereby submits to AAA and the selected forum for the arbitration of
any Dispute, waives any objection to the venue of such arbitration, and agrees that service of process and other notices, pleadings and
documents in any arbitration or proceeding hereunder may be delivered to a Party in accordance with the provisions governing “Notices”
in this Agreement.


 


(b) If the Parties
are unable to agree upon a neutral arbitrator within thirty (30) days after a Party notifies the other Party in writing of its intent
to submit a Dispute to arbitration, either Party may apply to AAA for the appointment of an arbitrator or, if AAA is not then in existence
or declines to act, either Party may apply to the Presiding Judge of the Superior Court of any county in the State of California for the
appointment of a neutral arbitrator to hear the Parties and settle the Dispute and such Judge is hereby authorized to make such appointment.


 


(c) If the Parties
so agree in writing, and subject to the consent of the single arbitrator, hearings and proceedings conducted in the arbitration of any
Dispute hereunder may be conducted remotely by secure video conferencing technology that is acceptable to the Parties.


 


(d) The decision
or award of the arbitrator shall be in writing and shall set forth detailed reasoning for the award. Discovery shall be conducted expeditiously,
bearing in mind the objective of limiting discovery and expediting the decision or award of the arbitrator at the most reasonable cost
and expense to the Parties. The decision of the arbitrator shall be final, conclusive and binding on the Parties and no action at law
or in equity shall be instituted or, if instituted, prosecuted by either Party other than to enforce the award of the arbitrator. Judgment
upon an award rendered pursuant to such arbitration may be entered in any court having jurisdiction or application may be made to such
court for a judicial acceptance of the award and/or an order of enforcement, as the case may be.


 






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13.3 Extraordinary Relief.


 


The rights of the
Parties under this Agreement are of a special, unique and intellectual character which gives them a unique value, and a breach of any
provision of this Agreement (including in particular the provisions contained in Articles 5.0 and 6.0) will cause the Parties irreparable
economic harm or damage that cannot be reasonably or adequately compensated in damages in an action at law. Accordingly, without limiting
any right or remedy that either Party may have under this Agreement or applicable law, or otherwise, the Parties agree that they each
shall be entitled to seek injunctive and other extraordinary relief to enforce and protect their respective rights granted under this
Agreement, whether through arbitration or litigation as provided herein, without any requirement that either Party post a bond or other
security.


 


13.4 Expenses of Enforcement.


 


The prevailing Party
in any arbitration under this Article 13.0 shall have its attorneys’ fees and costs, including the compensation and expenses of
any arbitrator, paid by the non-prevailing Party.


 


14. Notices.


 


All notices, requests,
demands and other communications under this Agreement shall be in writing and shall be deemed duly given (a) if delivered by hand or by
private courier and signed for by the receiving Party, on the date of such delivery, (b) if sent by facsimile with written evidence of
successful transmission, on the date of such transmission, or (c) if mailed by domestic certified or registered mail with postage prepaid,
on the third business day after the date postmarked. The addresses for notices to either Party are as displayed in the introductory paragraph
of this Agreement or as subsequently modified by written notice by a Party to the other Party.


 


15. General Provisions.


 


15.1 Amendment,
Waiver & Termination. No amendment, modification, supplement, termination or cancellation of this Agreement shall be effective
unless it is in writing and signed by each Party. No waiver of any of the provisions of this Agreement shall be deemed to be or shall
constitute a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver.


 


15.2 Integration;
Entirety. This Agreement sets forth the entire understanding between the Parties and supersedes and merges all previous written
and oral negotiations, commitments, understandings and agreements relating to the subject matter hereof between the Parties.


 


15.3 Disclaimer
of Employment Agreement. Nothing contained in this Agreement shall be construed as giving Indemnitee any right to be retained
in the employ of Company or any of its Affiliates.


 


15.4 Severability.
In the event that any provision contained in this Agreement (including any provision within a single section, paragraph or sentence) is
held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, the remaining provisions shall remain enforceable
to the fullest extent permitted by law. In connection therewith, and to the fullest extent possible, the provisions of this Agreement
(including each portion of this Agreement containing any provision held to be invalid, void or otherwise unenforceable that is not itself
invalid, void or unenforceable) shall be construed so as to give effect to the intent manifested by the Parties in the provision held
invalid, illegal or unenforceable.


 


15.5 Subrogation.
In the event of any payment by Company under this Agreement, Company shall be subrogated, to the extent of such payment, to all of the
rights of recovery of Indemnitee, who shall execute all documents required and shall do all acts as may be necessary to secure such rights
and to enable Company to assert all claims and to initiate all such civil actions, suits and proceedings that may be required or necessary
to enforce such rights and claims.


 


15.6 Counterparts.
This Agreement may be executed in one or more counterparts, including facsimile or digital counterparts, each of which shall constitute
an original and all of which taken together shall constitute one and the same instrument.


 


[SIGNATURE PAGE FOLLOWS]


 






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


 


	 	COMPANY:
	 	 
	 	Innovative Payment Solutions, Inc.,
	 	 
	 	By:	             
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 
	 	 
	 	INDEMNITEE:
	 	 
	 	
	 	RICHARD ROSENBLUM



 






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EXHIBIT B


 


CALIFORNIA LABOR CODE SECTION 2870


 


(a) Any
provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an
invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using
the employer’s equipment, supplies, facilities, or trade secret information except for those inventions that either:


 


		(1)	Relate at the time of conception or reduction to practice of the invention
to the employer’s business, or actual or demonstrably anticipated research or development of the employer; or



 


		(2)	Result from any work performed by the employee for the employer.



 


(b) To
the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being
required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable.


 


 


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