Exhibit 10.8


 


INDEPENDENT
CONTRACTOR/CONSULTING AGREEMENT


 


This
independent contractor/consulting agreement (the “Agreement”) is made and entered into as of February 25, 2021 (“Effective
Date”), by and between Crown Electrokinetics Corp. (the “Company”), with offices at11601 Wilshire Blvd., Los Angeles,
CA 90025, and Kaizen Reserve, Inc. (“Contractor”), with offices at 1725 Butler Avenue, Suite 207, Los Angeles, California
90025.


 


WHEREAS,
Contractor provides consulting services to a variety of clients in need of marketing advice and execution; and


 


WHEREAS,
Company is constrained by available resources in its ability to advance its new products and services to the applicable markets;
and


 


WHEREAS,
Contractor is familiar with Company’s business and strategic goals and can provide short and medium term resources and personnel
to the task of bringing the Company’s products to appropriate markets;


 


NOW
THEREFORE, Company and Contractor agree on the terms of a consulting agreement as follows:


 


1.
Contractor’s Services.




 


a. Contractor’s
Duties. Contractor shall serve as Co-President and Chief Marketing Officer of the Company, providing services to the Company
and/or its affiliated and or related companies through appropriately experienced and trained senior executive personnel. Such
services shall include, without limitation, (i) advising and supporting the Company’s Board of Directors and senior management
team regarding general strategy, revenue and expense plans, employee staffing and compensation matters, financial planning and the
allocation of resources to internal development as well as, potential M&A; (ii) advising and supporting the Company’s
Board of Directors and senior management team regarding potential capital raising strategy and direction; (iii) advising and
reviewing materials provided by the Company regarding the current and going forward business plan (“Business Plan”);
(iv) advising on the operational and staffing plans associated with the Company and Business Plan; (v) advising the Company’s
Board of Directors at board meetings and on associated board updates, as appropriate; and (vi) performing general board level and
senior management advisory services on various matters that arise in the ordinary course of business (the “Services”).
The Services may be modified at the Company’s sole discretion.


 


b. Manner
and Location. Contractor shall have the right to perform the Services in such manner and at such location and time as Contractor
deems appropriate so long as all performance deadlines established by the Company are timely and accurately satisfied. Contractor
shall provide Contractor’s own equipment in order to perform the Services. While engaged by the Company, Contractor may
perform work on behalf of, or provide services to, third parties, whether as a consultant, or otherwise as long as any third party
is not a competitor of the Company and Contractor maintains all of its obligations under its NDA’s (see below in Section 5)
executed in connection with this Agreement.


 


c. Contractor
shall only have authority to hire employees and incur expenses as approved in writing in advance by the Company’s Chief
Executive Officer.


 






     


     


    

 


2.
Fees for Services. As full and complete consideration for the Services provided herein by Contractor, and on the condition
that Contractor fully and faithfully performs the Services, duties and obligations required to be performed hereunder, and that Contractor
is not in breach of this Agreement, the Company shall pay Contractor, monthly at the rate of Five Hundred Fifty Thousand and 00/100 Dollars
($550,000) per year effective March 1, 2021 (the “Fee”) The Fee shall be payable to Contractor by direct deposit during the
contract term. Contractor shall also be eligible for a Success Fee for each complete fiscal year that Contractor provides Services to
the Company hereunder (the “Success Fee”). The performance targets (including non-financial targets) that must be achieved
to be eligible for certain Success Fee levels that may be established shall be established by the Company’s Board of Directors
(or a committee thereof) annually, in its/their sole discretion, and communicated to Contractor within the first ninety (90) days of
the applicable fiscal year (the “Success Fee Year”). Each Success Fee, if any, shall be paid after the Company’s board
of directors (or a committee thereof) certifies that the applicable performance targets for the applicable Success Fee Year have been
achieved and, if appropriate, to what degree; and in any event within thirty (30) days of the receipt of the audit of the Company’s
results for the Success Fee Year. Notwithstanding anything in this Section 2 to the contrary, no Success Fee, if any, nor any portion
thereof, shall be payable for any Success Fee Year unless Contractor provides Services to the Company continuously from the Effective
Date through the last day of the applicable Success Fee Year. For the period from the Effective Date through the end of the fiscal year
immediately following the Effective Date, Contractor shall be considered by the Company’s Chief Executive Officer and the Company’s
Board of Directors for a discretionary Success Fee with respect to such period based on the evaluation of Contractor’s performance
in such period. In addition, upon the execution hereof, Contractor shall be issued 400,000 restricted stock awards pursuant to the Company’s
2020 Long-Term Incentive Plan which will vest in equal monthly installments over a period of 36 months during the Term of this Agreement
but with delivery of any such vested shares postponed to the fifth anniversary of the execution of this Agreement.


 


With
respect to the monthly cash compensation to be paid to Contractor during the Term of this Agreement, Contractor may elect to defer
the payment of all or any portion of its Fee and/or all or any portion of any Success Fee that may be awarded for payment at a
future date or dates. Any such election must be made in a writing delivered to the CEO of the Company prior to the commencement date
of this Agreement and prior to January 1st of any year during which Contractor expects to be or has agreed to be engaged
for all or any portion of the Services set forth above. It is understood and agreed that any deferred payment is an unsecured debt
of the Company.


 


3.
Term and Termination. This Agreement shall commence on the Effective Date. The Company or Contractor may terminate this
Agreement and Contractor’s Services hereunder at any time, without reason or cause, upon thirty (30) days’ written notice
(the “Termination Period”). During the Termination Period, the Agreement shall continue in full force and effect. Contractor
agrees to cooperate with the Company and to answer any reasonable questions regarding the Services and/or any other matters that fall
within the purview of this Agreement. Any unpaid Fees and expenses will be calculated and due upon the conclusion of the Termination
Period. In the unlikely event that legal proceedings in court or through arbitration are instituted to collect fees, equity and costs
owing to Contractor by the Company, the prevailing party shall be entitled to reimbursement for reasonable attorneys’ fees and
other costs incurred as a result of the action or proceeding. Other than compensation for Services performed Contractor’s compensation
under this Agreement shall cease immediately upon the Agreement’s termination.


 






    -2-


     


    

 


4. Independent
Contractor Status. Contractor enters into this Agreement as, and shall continue to be, an independent contractor. In no
circumstance shall Contractor, Contractor’s employees or subcontractors look to the Company as its employer, or as a partner,
an agent, or a principal. Contractor, consistent with Contractor’s independent contractor status, shall not be entitled to any
benefits accorded to the Company’s employees, including, but not limited to, workers’ compensation, unemployment
benefits or life, health, or disability insurance, or retirement benefits. Contractor shall be responsible for providing, at
Contractor’s expense and in Contractor’s name any and all licenses, permits, or insurance which is usual or necessary
for performing the Services. Contractor shall file all tax returns, tax declarations and tax schedules as necessary and when due,
and pay, when and as due, any and all payroll, income or other taxes incurred as a result of Contractor’s compensation. The
Company will not withhold any employment taxes from compensation it pays Contractor. Rather, the Company will report the amount it
pays Contractor on IRS Forms 1099, to the extent required to do so under applicable Internal Revenue Code provisions and state or
local law. None of the benefits, if any, which are provided by the Company to its employees, shall be available to Contractor.
Contractor’s exclusion from benefit programs maintained by the Company is a material component of the terms of compensation
negotiated by the parties and is not premised on Contractor’s status as a non-employee with respect to the Company. The
Company will not be responsible for withholding taxes with respect to the fees payable hereunder. Contractor agrees to fully
indemnify, defend and hold harmless the Company and its members, managers, subsidiaries and affiliates, and the officers, directors,
employees, independent contractors, successors and assigns of each of the foregoing against any and all claims, costs, damages,
demands, expenses (including without limitation attorneys’ fees, penalties, and interest), judgments, losses or other
liabilities of any kind or nature whatsoever arising from or directly or indirectly related to any breach or failure, and the
resulting tax ramifications thereof, of Contractor to comply with or otherwise satisfy the requirements of being an independent
contractor as described under this Paragraph 4.


 


5. Confidential
Information and Work-For-Hire. Contractor agrees that Contractor will execute a confidentiality agreement and work-for-hire
agreement (the “NDAs”), attached hereto as Exhibit A, and agrees that Contractor’s continued affiliation with the
Company is contingent upon Contractor’s continued adherence to the NDAs and to the Company’s policies and procedures. In
the event that Contractor’s affiliation with the Company terminates for any reason or no reason, Contractor agrees that it
will continue to be bound by the provisions of the NDAs which by their terms continue in full force and effect after the termination
of Contractor’s affiliation with the Company and are supported by adequate consideration. Contractor shall indemnify the
Company for all damages incurred by its violation of the NDAs and reimburse the Company for any attorneys’ fees and expenses
incurred in the Company’s efforts to enforce the NDAs.


 






    -3-


     


    

 


6. Return
of Materials. Upon termination of this Agreement, or at any time the Company so requests, (a) Contractor shall return
immediately to the Company all materials (in written, electronic, or other form) containing or constituting confidential information
or related to the Services, including any copies, reproductions, or other images, and (b) Contractor shall not use confidential
information in any way for any purpose.


 


7. Warranties
and Indemnification.




 


a. Contractor
Representations. Contractor represents, warrants and agrees that Contractor has the capacity to enter into this Agreement and
that Contractor, Contractor’s employees and subcontractors (if any) have the qualifications and ability to perform the
Services in a professional manner. Contractor further represents, warrants and agrees that Contractor has all licenses, permits or
insurance necessary for performing the Services. Contractor further represents that no action undertaken by Contractor herein shall
violate the rights of any third party, and that Contractor shall comply with all federal, state and local laws and regulations in
force while performing the Services, and all materials created or utilized by Contractor hereunder shall likewise be in compliance
with such laws and regulations and shall not infringe upon any patent, copyright, trademark or other proprietary rights of any other
person or entity.


 


b. Indemnification.
The Company shall indemnify, defend and hold Contractor and its members, managers, employees, sub-contractors and consultants
harmless from and against any and all losses, claims damages, or liabilities, including without limitation, reasonable legal fees
and expenses, to which such party may become subject as a result of or in connection with the rendering of the Services hereunder.
The Company confirms that it maintains appropriate and adequate insurance and other resources to support any potential claims for
indemnification.


 


8.
Governing Law and Arbitration. This Agreement shall be governed by, and construed and enforced in accordance with, the
laws of the State of Delaware. The parties agree that any dispute, controversy, or claim arising out of or related to this Agreement,
or any alleged breach of this Agreement, shall be governed by the Federal Arbitration Act (FAA) and submitted to and decided by binding
arbitration in Los Angeles County in Los Angeles, California or in such other place as the parties may agree before a single arbitrator.
Arbitration shall be administered before the American Arbitration Association in accordance with the Commercial Arbitration rules of
the American Arbitration Association, as amended, except as modified by this Agreement. The Company will pay the arbitrator’s fees
and arbitration expenses and any other costs unique to the arbitration hearing. Any arbitral award determination shall be final and binding
on the parties and may be entered as a judgment in a court of competent jurisdiction. Nothing in this Agreement shall prevent the Company
from obtaining injunctive relief in court in connection with a claimed violation of the NDAs. This Agreement to arbitrate is freely negotiated
between Contractor and the Company and is mutually entered into by the parties. By entering into this Agreement, the parties are waiving
all rights to have their disputes heard or decided by a jury or a court. The parties agree that this Paragraph shall survive the termination
of this Agreement. To the extent that this provision is ruled to be unenforceable for any reason, the parties agree that a court of competent
jurisdiction be allowed to “blue-pencil” this provision so that it comports with said court’s concerns while still
giving effect to the parties’ intent to arbitrate any disputes arising between them.


 






    -4-


     


    

 


9. Background
Check and No Other Restrictions. Contractor’s engagement with the Company may be contingent upon the successful
completion of a background check (to which Contractor consents and for which Contractor will execute and/or provide any necessary
consent forms) that does not uncover material, undisclosed information of a negative nature in accordance with applicable law
relative to Contractor or any representatives of Contractor who will be furnishing the Services from time to time to the Company.
Contractor has represented to the Company that all personnel involved in providing the Services to the Company will be authorized to
work in the United States and are under no restrictions, contractual or otherwise, that would prevent from being engaged by the
Company.


 


10. Section
409A of the Internal Revenue Code. This Agreement is intended to comply with the requirements of Section 409A, and the
parties hereby agree to amend this Agreement as and when necessary or desirable to conform to or otherwise properly reflect any
guidance issued under Section 409A after the date hereof without violating Section 409A. In case any one or more provisions of this
Agreement fails to comply with the provisions of Section 409A, the remaining provisions of this Agreement shall remain in effect,
and this Agreement shall be administered and applied as if the non-complying provisions were not part of this Agreement. The parties
in that event shall endeavor to agree upon a reasonable substitute for the non-complying provisions, to the extent that a
substituted provision would not cause this Agreement to fail to comply with Section 409A, and, upon so agreeing, shall incorporate
such substituted provisions into this Agreement. In no event whatsoever shall the Company be liable for any additional tax, interest
or penalty that may be imposed on Contractor by Section 409A or damages for failing to comply with Section 409A. A termination of
the Agreement shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any
amount or benefit constituting “deferred compensation” under Section 409A upon or following a termination of employment
unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any
such provision of this Agreement, references to a “termination,” “termination of employment” or like terms
shall mean “separation from service.” In the event that any payment or benefit made hereunder or under any compensation
plan, program or arrangement of the Company would constitute payments or benefits pursuant to a non-qualified deferred compensation
plan within the meaning of Section 409A and, at the time of Contractor’s “separation from service” Contractor is a
“specified employee” within the meaning of Section 409A, then any such payments or benefits shall be delayed until the
six-month anniversary of the date of Contractor’s “separation from service”. Each payment made under this
Agreement shall be designated as a “separate payment” within the meaning of Section 409A. All reimbursements and in-kind
benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A to the extent
that such reimbursements or in-kind benefits are subject to Section 409A. All reimbursements for expenses paid pursuant hereto that
constitute taxable income to Contractor shall in no event be paid later than the end of the calendar year next following the
calendar year in which Contractor incurs such expense or pays such related tax. Unless otherwise permitted by Section 409A, the
right to reimbursement or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit
and the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the
expenses eligible for reimbursement, or in-kind benefits to be provided, respectively, in any other taxable year.


 






    -5-


     


    

 


11. Amendments
and Waivers. This Agreement may not be amended except by an instrument in writing, signed by each of the parties. No failure
to exercise and no delay in exercising any right under this Agreement shall operate as a waiver thereof.


 


12. Entire
Agreement. The parties agree that all agreements and understanding between the parties concerning the subject matter of this
Agreement are embodied in this Agreement. This Agreement shall supersede all prior or contemporaneous agreements and understandings
between the parties, whether written or oral, express or implied, pertaining in any manner to the engagement of Contractor, and it
may not be contradicted by evidence of any prior or contemporaneous statements or agreements. Unless specifically set forth in this
Agreement, no representations, warranties, or covenants have been made or agreed to by the Company, and no agent of the Company has
been authorized to make or agree to any such representations, warranties or covenants.


 


13. Survival.
The obligations contained in Paragraphs 4 through 8 shall survive the termination or expiration of this Agreement and shall remain
in full force and effect indefinitely.


 


14. Assignment.
Both parties acknowledge and agree that neither this Agreement nor any right hereunder nor interest herein may be assigned or
transferred by the other party without the express written consent of the non-assigning party in its absolute discretion.
Notwithstanding the foregoing, the Company shall have the right to assign this Agreement and/or any of its rights or obligations set
forth herein.


 


15. Severability.
If a court or arbitrator holds any provision of this Agreement to be invalid, unenforceable, or void, such provision shall be
enforced to the greatest extent permitted by law, and the remainder of this Agreement and such provision as applied to other
persons, places, and circumstances shall remain in full force and effect.


 


16. Interpretation.
This Agreement shall, be construed as a whole, according to it fair meaning, and not in favor of or against any party. Captions and
headings are used for reference purposes only and should be ignored in the interpretation of the Agreement.


 


17. Counterparts.
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 instrument.


 


CONTRACTOR
ACKNOWLEDGES THAT IT HAS HAD THE OPPORTUNITY TO CONSULT LEGAL COUNSEL IN REGARD TO THIS AGREEMENT, HAS READ AND UNDERSTANDS THIS AGREEMENT,
IS FULLY AWARE OF ITS LEGAL EFFECT, AND HAS ENTERED INTO IT FREELY AND VOLUNTARILY AND NOT BASED ON ANY REPRESENTATIONS OF PROMISES OTHER
THAN THOSE CONTAINED IN THIS AGREEMENT.


 






    -6-


     


    

 


The
parties have duly executed this Agreement as of the date first written above.


 





	 	By:	/s/ Doug Croxall	for
	 	 	Crown Electrokinetics Corp.	 
	 	 	 
	 	Date:	3/10/2021



  





	 	Accepted
and Agreed:
	 	 	 
	 	 	/s/ Kai Sato
	 	 	Kaizen Reserve, Inc.
	 	 	 
	 	Date:	3/10/21





 






    -7-


     


    

 


EXHIBIT
A


 


 


 


[Confidentiality
Agreement and Work-For-Hire Agreement]


 


 






    A-1