Exhibit
10.21


 


SURGE
HOLDINGS, INC.


 


EMPLOYMENT
AGREEMENT


 


This
Employment Agreement (the “Agreement”), effective as of March 1, 2020 (the “Effective Date”),
is made by and between Surge Holdings, Inc. (the “Company”), and Anthony George Evers (the” Executive”)
(collectively referred to herein as the “Parties”).


 


WHEREAS
the Company desires to assure itself of the services of the Executive by engaging the Executive to perform services under the
terms hereof’. and


 


WHEREAS
the Executive wishes to be employed by the Company and provide full-time personal services to the Company in return for the compensation
and benefits detailed herein.


 


NOW,
THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, including the agreements set forth
below, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:


 


l.
Employment.


 


(a)
General. The Company shall employ the Executive as a full-time employee of the Company effective as of the Effective Date,
in the position set forth in this Section 1, and upon the other terms and conditions herein provided.


 


(b) Position
and Duties. Executive: (i) shall serve as the Chief Financial Officer und Chief Information Officer, with
responsibilities, duties and authority customary for such position, subject to direction by the Company’s Chief
Executive Officer (the “CEO”) and the Company’s President and Chief Operations Officer (the
“COO”); (ii) shall report directly to the President; (iii) shall devote such Executive’s working
time and efforts to the business and affairs of the Company
and its subsidiaries as necessary to complete the duties required; and (iv) agrees to observe and comply with the
Company’s rules and policies as adopted by the Company from time to time. In addition, as of the Effective Date, the
Executive shall be appointed as a member of the Board and the Company shall lake all actions, subject to shareholder
approval, required to cause Executive to be reelected as a member of the Board while employed hereunder.


 


(c)
Place of Employment. The Company will maintain office space in Chicagoland, from time to time may require Executive travel
temporarily to locations in Nevada, Tennessee, El Salvador and such other venues as required from time to time on the Company’s
business. Executive’s position shall require 50% or less travel.


 


(d)
Exclusivity. The Company agrees or consents that Executive shall serve on each respective board of directors of companies
which are subsidiaries of the Company or companies which Executive has an interest as set forth on Exhibit A attached hereto,
which consent shall continue until such time as the Board provides notice to Executive that, in its reasonable judgment, such
company competes with the Company, such service interferes with Executive’s duties as Chief Executive Officer of the Company
or places him in a compelling position, or otherwise conflicts with, the interests of the Company, In addition, the Company consents
to the Executive providing the services set forth on Exhibit B attached hereto, which consent shall continue for the time period
specified on Exhibit B. Notwithstanding the foregoing, Executive may devote reasonable time to unpaid activities such as supervision
of personal investments and activities involving professional, charitable, educational, religious, civic and similar types of
activities, speaking engagements and membership on committees, provided such activities do not individually or in the aggregate
interfere with the performance of Executive’s duties under this Agreement, violate the Company’s standards of conduct
then in effect, or raise a conflict under the Company’s conflict of interest policies. Executive cannot serve on the board
of directors of a private or publicly traded company (other than the Company’s Board) without the Board’s prior written
consent (it being understood that the Board has expressly consented to the service set forth on Exhibit A),


 




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2.
Compensation and Related Matters.


 


(a)
Annual Base Salary. Executive shall receive a base salary at the rate of $270,000 per annum (the “Annual Base Salary”),
subject to withholdings and deductions and which shall be paid to Executive in accordance with the customary payroll practices
and procedures of the Company. Such Annual Base Salary shall be reviewed by the Company not less often than annually and may be
adjusted from time to time, Executive is eligible at the sole discretion of the President a yearly cash bonus of an amount up
to $100,000 (one hundred thousand dollars).


 


(b)
Bonus Commencing in the third quarter of fiscal year 2020 and for each fiscal year thereafter during Executive’s
employment with the Company, Executive will be eligible to receive a discretionary annual performance bonus, with a target achievement
of up to 100% of Annual Base Salary (the “Annual Bonus”). The amount of the Annual Bonus that shall be payable
shall be based on the achievement of performance goals to be determined by the Board, in its sole discretion. The amount of any
Annual Bonus for which Executive is eligible shall be reviewed by the Board from time to time, provided that that target achievement
for the Annual Bonus shall not be less than 25% of Annual Base Salary. Any Annual Bonus earned by Executive pursuant to this section
shall be paid to Executive in accordance with Company policies, less authorized deductions and required withholding obligations,
within two and a half months following the end of the fiscal year to which the bonus relates.


 


(c)
Additional Bonus. In consideration for Executive entering into this Agreement and providing services to the Company, Executive
shall be entitled to receive a one-time bonus payment equal to 1,000,000 shares of Company Common Stock (the “Additional
Bonus”). The Additional Bonus shall be paid to Executive, less authorized deductions and required withholding obligations,
within thirty days of the Company’s Common Stock trading at a Value Weighted Average Price (“V W AP”) of $2.00
or above for any ninety (90) day Trading period, subject to Executive continuing to provide services to the Company through the
applicable Additional Bonus payment date. These shares will be eligible for conversion upon the dale six (6) months following
Surge Holdings lift to Nasdaq.


 


(d)
Benefits. Executive shall receive full executive family medical package. Executive shall also participate in such full-time
employee and executive benefit plans and programs as the Company may from time to time offer to senior executives of the Company,
subject to the terms and conditions of such plans, including, without limitation. The Company shall make annual contributions
to Executive’s 401 (k) plan account as authorized by the Compensation Committee of’ the Board, in its sole discretion,
in accordance with the terms of the 401 (k) plan.


 


(e)
Life Insurance. The Company shall directly pay or reimburse Executive for the premiums of a term life insurance policy,
up to a maximum of S3,000 annually. If Executive’s employment terminates for any or no reason, the Company shall have no
obligation to continue to bear the costs of the life insurance policy for Executive, but Executive may choose to assume responsibility
for payments required to continue the policy.


 


(f)
Travel. Until the date of Executive’s termination of employment with the Company, the Company shall provide Executive
with first or business class plane seating when available. This allowance shall be payable to Executive, less authorized deductions
and withholding obligations, each month on the regular payroll dates of the Company and shall be produced tor any partial months.


 


(g)
Vacation. Executive shall be entitled to a total or 5 weeks Paid Time off plus any other Company holidays provided by the
Company which are applicable to the Company’s executive officers in accordance with Company policy. The opportunity to take
paid time off is contingent upon Executive’s workload and ability to manage his schedule.


 


(h)
Business Expenses. ‘l’he Company shall reimburse Executive for all reasonable, documented, out of pocket travel
and other business expenses incurred by Executive in the performance of’ Executive’s duties to the Company in accordance
with the Company’s applicable expense reimbursement policies and procedures as in effect from time to time.


 




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3.
Equity Awards.


 


(a)
Stock Option, Subject to approval by the Board, on the date determined in accordance with the Company’s established
policy Executive shall be granted an option (the “Option”) to purchase the number of shares of Company common
stock determined by dividing (i) $270,000 by (ii) the VWAP for the ten days preceding the date of grant and such other
variables as determined by the Company that are consistent with the Company’s financial reporting. ‘l’he per
share exercise price of the Option shall be equal to the VWAP of the Company’s Common Stock on the date of grant. The Option
shall vest and become exercisable with respect to twenty percent (20%) of the total number of shares of Company common stock subject
to the Option on the first (l s) and second (2nd) anniversary of the Effective Date and thirty percent (30%)
of the total number of shares of Company common stock subject to the Option on the third (3rd) and fourth (4th) anniversary
of the Effective Date, such that the Option shall be fully vested and exercisable on the fourth (4th’) anniversary
of the Effective Date, in each case, subject to Executive’s continuous service to the Company through the applicable vesting
dale. Unless extended by the Company, the Option shall terminate on the seventh (7rh) anniversary of its grant. The
Option shall otherwise be subject to the terms of the plan pursuant to which it is granted and/or an option agreement to be entered
into between the Executive and the Company.


 


(b)
Restricted Stock Units. Subject to approval by the Board, on the date determined in accordance with the Company’s established
policy Executive shall be granted an award of that number of restricted stock units (the “RSUs”) determined
by dividing (i) $270,000 by (ii) the V WAP for the ten days preceding the date of grant. The RSUs shall vest with respect to fifty
percent (50%) of the total number of RSUs on each anniversary of the Effective Dale, such that the RSUs shall be fully vested
on the second (2nd) anniversary of the Date, subject to Executive’s continuous service to the Company through
the applicable vesting date. The RSUs shall otherwise be subject to the terms of the plan pursuant to which they are granted and/or
an award agreement to be entered into between Executive and the Company.


 


(c)
Performance Restricted Stock Units. Subject to approval by the Board, on the date determined in accordance with the Company’s
established policy Executive shall be granted an award of that number of restricted stock units (the ‘ determined by dividing
(i) $270,000 by (ii) the V WAP for the ten days the dale of grant. The Performance RSUs shall vest in accordance with the achievement,
if any, of certain performance goals established by the Board and set forth in the agreement evidencing the Performance RSUs over
a two (2) year period from the Effective Date, subject to Executive’s continuous service to the Company through the applicable
vesting date. The Performance RSUs shall otherwise be subject to the terms of the plan pursuant to which they are granted and/or
an award agreement to be entered into between Executive and the Company.


 


(d)
Additional Equity Awards. Executive shall be eligible to be granted additional equity awards in accordance with the
Company’s policies as in effect from time to time.


 


(e)
Leak-Out. Employee will not, for the eighteen (18) calendar months 161 lowing the Effective Date, for the purpose of open
market trades, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of shares of Common Stock, directly
or indirectly, in an amount greater than seven and one-half percent (7.5%) of the trading volume of the Common Stock during the
previous month on the OTCQX, (YI’CQB, or the OTC Pink marketplace, Nasdaq, NYSE, or other trading market on which the Common
Stock is then trading. Other than via open market trades, Employee may not offer, pledge, sell, contract to sell, grant, lend,
or otherwise transfer or dispose of the Conversion Shares without the prior written consent of the Company. Company’s consent
to a transfer or disposal of the Conversion Shares by Employee shall be specifically conditioned on the transfi2t•ee or the
Conversion Shares signing a Leak-Out Agreement with the Company with substantially the same terms as expressly outlined in this
Section. For the avoidance of doubt, open market trades by the Employee do not require Company’s consent. Any subsequent
grant of stock to the Employee aner the Effective Date shall have a six (6) calendar month leak out restriction period with substantially
the same terms as expressly outlined in this Section.


 


4.Termination.


 


(a)
Change in Control and Severance Agreement. In connection with Executive’s employment hereunder, Executive shall be
entitled to enter into a Change in Control and Severance Agreement with the Company providing severance protection in the
event of’ certain terminations of employment with the Company (the “Change in Control and Severance
Agreement”).


 


(b)
At-will Employment. Subject to any obligation of the Company to provide severance in accordance with the Change in Control
and Severance Agreement, the Company and Executive acknowledge that Executive’s employment is und shall continue to be at-will,
as defined under applicable law. This means that it is not for any specified period of time and can be terminated by Executive
or by the Company at any time, with or without advance notice, and for any or no particular reason or cause. It also means that
Executive’s job duties, title and responsibility and reporting level, work schedule, compensation and benefits, as well
as the Company’s personnel policies and procedures, may be changed with prospective effect, with or without notice, at any
time in the sole discretion of the Company. This “at-will” nature or Executive’s employment shall remain unchanged
during Executive’s tenure as an employee and may not be changed, except in an express writing signed by Executive and a
duly authorized member of the Board. If Executive’s employment terminates for any reason, Executive shall not be entitled
to any payments, benefits, damages, award or compensation other than as provided in the Change in Control and Severance Agreement,


 




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(c)
“Evergreen” Failure. Notwithstanding anything to the contrary herein, for purposes of’ compensation and
benefits payable to the Executive pursuant to this Agreement only, the term of this Agreement shall extend to a date which is
one (l) year following the date of termination of Executive’s employment with the Company.


 


(d)
Deemed Resignation. Upon termination of Executive’s employment for any reason, Executive shall be deemed to have resigned
from all offices and directorships, if any, and then held with the Company or any of its affiliates, and, at the Company’s
request, Executive shall execute such documents as are necessary or desirable to such resignations.


 


(e)
Return of Company Propery. Executive hereby acknowledges and agrees that all Company Property and equipment furnished to,
or prepared by, Executive in the course of, or incident to, Executive’s employment» belongs to the Company and shall
be promptly returned to the Company upon termination of Executive’s employment (and will not be kept in Executive’s
possession or delivered to anyone else). For purposes or this Agreement, “Company-Property” includes, without
limitation, all books, manuals, records, reports, notes, contracts, lists, blueprints, and other documents, or materials, or copies
thereof (including computer files), keys. building card keys, company credit cards, telephone calling cards, computer hardware
and software, cellular and portable telephone equipment, personal digital assistant (PDA) devices, and all other proprietary information
relating to the business of the Company or its subsidiaries or affiliates. Following termination, Executive shall not retain any
written or other tangible material containing any proprietary information of (he Company or its subsidiaries or affiliates.


 


5.
Assignment and Successors.


 


The
Company may assign its rights and obligations under this Agreement to any successor to all or substantially all of the business
or the assets of the Company (by merger or otherwise), and may assign or encumber this Agreement and its rights hereunder as security
for indebtedness of the Company and its affiliates. This Agreement shall be binding upon and inure to the benefit of the Company,
executives and their respective successors, assigns, personnel and legal representatives, executors, administrators, heirs, distributes,
devisees, and legatees, as applicable. None of Executive’s rights or obligations may be assigned or transferred by Executive,
other than Executive’s rights to payments hereunder, which may be transferred only by will or operation of law.


 


6.Miscellaneous
Provisions.


 


a
Work Eligibility Confidentiality Agreement, As a condition or Executive’s employment with the Company, Executive
will be required to provide evidence of Executive’s identity and eligibility for employment in the United States. It is
required that Executive bring the appropriate documentation with Executive at the time of employment. As a further condition of
Executive’s employment with the Company, Executive shall enter into and abide by the Company’s standard Proprietary
Information and Inventions Assignment Agreement (the “Confidential Information Agreement”).


 


b
Validity. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity
or enforceability of any other provision of this Agreement, which Shull remain in full force and effect. All questions concerning
the construction, validity and interpretation of this Agreement will be governed by the laws of the State of Tennessee without
regard to the conflicts of law provisions thereof,


 




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c Notices. Any notice, request, claim, demand, document and other communication hereunder to any Party shall be effective
upon receipt (or refusal of receipt) and shall be in writing and delivered personally or sent by email and certified or registered
mail, postage prepaid (or if it is sent through any other method agreed upon by the parties), as follows:



 


i
If to the Company:


 


	 	Company:	Surge
    Holdings Inc.	 
	 	Address:	3124
    Brother Blvd, Suite 104	 
	 	 	Bartlett,
    TN 38103	 
	 	 	 	 
	 	Attn:	Board
    of Directors	 
	 	e-mail:		 


 


ii
If to Executive, at the address set forth on the signature page hereto.


 


iii
Or at any other address as any Party shall have specified by notice in writing to the other Party.


 


d
Counterparty. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original,
but all of which together will constitute one and the same Agreement. Signatures delivered by facsimile shall be deemed for all
purposes.


 


e
Entire Agreement. The terms of this Agreement, collectively with the Change in Control and Severance Agreement and the
Confidential Information Agreement, is intended by the Parties to be the final expression of their agreement with respect to the
employment of Executive by the Company und supersede all prior understandings and agreements, whether mitten or oral. The Parties
further intend that this Agreement, collectively with the Change in Control und Severance Agreement and the Confidential Information
Agreement, shall constitute the complete and exclusive statement of their terms and that no extrinsic evidence whatsoever may
be introduced in any judicial, administrative, or other legal proceeding to vary the terms of this Agreement.


 


(i)
Amendments• Waivers. This Agreement may not be modified, amended, or terminated except by an instrument in writing,
signed by Executive and a duly authorized officer of Company. By an instrument in writing similarly executed, Executive or a duly
authorized officer of’ the Company, as applicable, may waive compliance by the other Party with any specifically identified
provision or this Agreement that such other Party was or is obligated to comply with or perform; provided, however, that such
waiver shall not operate as a waiver of, or stopple with respect to, any other or subsequent failure. No failure to exercise and
no delay in exercising any right, remedy, or power hereunder preclude any other or further exercise of’ any other right,
remedy, or power provided herein or by law or in equity.


 


(g)
Dispute Resolution & Arbitration. Executive and the Company agree that if’ any dispute, controversy or claim
should arise between Executive and the Company (including claims against its employees, officers, directors, shareholders, agents,
successors and assigns) relating or pertaining to or arising out of Executive’s employment with the Company or this Agreement,
the dispute will be submitted exclusively to binding arbitration before a neutral arbitrator conducted in the state of Nevada,
in accordance with the law of’ the state of Nevada without regard for conflicts of law as well as the commercial rules and
procedures of the American Arbitration Association then in force. This means that disputes will be decided by an arbitrator rather
than a court or jury, and that both Executive and the Company waive their respective rights to a court or jury trial. Executive
understands that the arbitrator’s decision will be final and exclusive and cannot be appealed. Notwithstanding the foregoing,
each of Executive and the Company agrees to, prior to submitting a dispute under this Agreement to arbitration, submit, for a
period of sixty (60) days, to voluntary mediation before a jointly selected neutral third party mediator under the auspices of
JAMS, Las Vegas, NV, resolutions center (or any successor location), pursuant to the procedures of JAMS international mediation
rules conducted in the state oc Nevada (however, such mediation or obligation to mediate shall not suspend or otherwise delay
any termination or other action of the Cofpany or affect the Company’s other rights). Nothing in this Agreement is intended
10 prevent either Executive or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion
of any such arbitration. Notwithstanding anything herein to the contrary, Executive and the Company each have the right to resolve
any issue or dispute over intellectual property rights by court action instead of arbitration. In such case the exclusive jurisdiction
and venue for any and all disputes arising hereunder necessitating such action shall be in the state and federal courts of Clark
County, Nevada.


 




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(h)
Withholding. The Company shall be entitled to withhold from any amounts payable under this Agreement (including, without
limitation, any allowances and reimbursements) any state, local or foreign withholding or other taxes or charges which the Company
is required to withhold. The Company shall be entitled to rely on an opinion of counsel if any questions as to the amount or requirement
of withholding shall arise.


 


7.
Section 409A.


 


The
intent of the Parties is that the payments and benefits under this Agreement be exempt from Section 409A of the Internal Revenue
Code of 1986, as amended (collectively with the Department of Treasury regulations and other interpretive guidance issued hereunder,
including without limitation any such regulations or other guidance that may be issued after the Effective Date, “Section
409A”), and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be exempt therefrom.
If Executive notifies the Company that Executive has received advice of tax counsel of a national reputation with expertise in
Section 409A that any provision of this Agreement would cause Executive to incur any additional tax or interest under Section
409A (with specificity as to the reason therefore) or the Company independently makes such determination, the Company and Executive
shall take commercially reasonable efforts to reform such provision to try to comply with or be exempt from Section 409A through
good faith modifications to the minimum extent reasonably appropriate to conform with Section 409A, provided that any such modifications
shall not increase the cost or liability to the Company. To the extent that any provision hereof is modified in order to comply
with or be exempt from Section 40.9A, such modification shall be made in good faith and shall, to the maximum extent reasonably
possible, maintain the original intent and economic benefit to Executive and the Company of the applicable provision without violating
the provisions of Section 409A.


 


[Signature
Page Follows]


 




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IN
WITNESS WIIEREOF, the Parties have duly executed this Agreement as of the date and year first above written.


 


	 	Surge
    Holdings, Inc.	 
	 	By	 	 
	 	Name	Anthony
    Nuzzo	 
	 	Title	President
    and COO	 
	 	 	 	 
	 	The
    Executive	 
	 	By	 	 
	 	Name	Anthony
    George Evers	 
	 	 	 	 
	 	Address:	 
	 	 	 
	 	 	 
	 	 	 


 




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Exhibit
A


 




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Exhibit
B


 


Additional
Outside Service


 


(to
be provided under separate cover)


 




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