EXECUTIVE
AGREEMENT


 


FOR


 


CIPHERLOC
CORPORATION


 


This
Agreement (the “Agreement”) is entered into November 25, 2019, by and between CIPHERLOC CORPORATION (“the Company”)
and Andrew Borene (“Executive”). Executive is an at-will employee of the Company. The provisions of the Offer Letter
are incorporated by reference into this document. Additionally, the Company wishes to provide Executive with severance benefits
if Executive’s employment is terminated in connection with a change in control.


 


NOW,
THEREFORE, in consideration of the foregoing recitals and the covenants and conditions contained herein, the parties hereby agree
as follows:


 


1.
Severance.


 


(a)
If the Company terminates Executive’s employment (other than for Cause) or Executive resigns for Good Reason, the Company
shall pay to Executive the Severance Payment immediately from an escrow account held by the Company’s counsel, Sheppard
& Mullin. For purposes of this Agreement, termination from employment shall mean a “separation from service” as
defined under the default rules under the final Section 409A regulations.


 


(b)
The Severance Payment shall be equal to one year of salary at the then current annual rate, or $350,000, whichever is
greater.


 


(c)
For the first three years of service, not less than $350,000 shall be set aside and held in escrow by the Company’s external
counsel, Sheppard & Mullin.


 


(d)
Each of the following shall constitute “Good Reason”, and provided further that Executive must provide notice to the
Company within sixty (60) days of the existence of such condition and the Company will have thirty (30) days from receipt of such
notice to remedy the condition. If the condition is not remedied within such 30 day period, the following conditions will constitute
“Good Reason”:


 


(1)
the material diminution of Executive’s position, duties, responsibilities or status with the Company or its successor, as
compared with the position, duties, responsibilities or status of Executive with the Company immediately prior to the Event Date,
except in connection with the termination of Executive for Cause;


 


(2)
the Company’s assignment of Executive on a substantially full-time basis to work at a location where the distance between
the new location and Executive’s principal residence is at least 35 miles greater than the distance between the former location
and such residence; provided, however, that this paragraph shall not apply to travel in the furtherance of the Company’s
business to an extent substantially consistent with Executive’s business travel obligations as of the date hereof;


 


(3)
the Company’s failure to obtain an assumption of the obligations of the Company to perform this Agreement by any successor
to the Company;


 



    	 	1	 



     


    




 


(4)
any material reduction in Executive’s base salary, or a material reduction in benefits payable to Executive or failure of
the Company to pay Executive any earned salary, bonus or benefits except with the prior written consent of Executive;


 


(5)
the exclusion or limitation of Executive from participating in some form of variable compensation plan which provides the Executive
the opportunity to achieve a level of total compensation (base salary plus variable compensation) consistent with what the Executive
had the opportunity to earn at the Event Date; or


 


(6)
any demand by any director or officer of the Company that Executive take any action or refrain from taking any action where such
action or inaction, as the case may be, would violate any law, rule, regulation or other governmental pronouncement, court order,
decree or judgment, or breach any agreement or fiduciary duty.


 


(e)
Each of the following shall constitute “Cause”:


 


(1)
any violation by Executive of any material obligation under this Agreement or the attached Confidentiality and Non-Disclosure
Agreement;


 


(2)
any action or failure to act by Executive which causes the Company to incur significant monetary damages;


 


(3)
conviction for commission of a felony;


 


(4)
any violation of law by the Executive, which has a material, adverse effect on the Company;


 


(5)
habitual abuse of alcohol or a controlled substance;


 


(6)
theft or embezzlement from the Company;


 


(7)
repeated unexcused absence from work for reasons unrelated to short-term illnesses;


 


(8)
the failure by Executive substantially to achieve personal performance goals reasonably established by the board of directors
other than where such failure is substantially attributable to factors beyond control of Executive;


 


(9)
Disability of Executive (as defined below); and


 


(10)
repeated failure or refusal by Executive to carry out the reasonable directives, orders or resolutions of the Company’s
Board of Directors or any officer to whom he/she reports.


 


(f)
“Disability” shall mean any physical, mental or other health condition which substantially impairs
Executive’s ability to perform his/her assigned duties for 90 days or more in any 180 day period or that can be
expected to result in death. Any disagreement as to whether Executive is disabled shall be resolved by a physician selected
by the Company after an examination of Executive. Executive hereby consents to such physical examination and to the
examination of all medical records of Executive necessary, in the judgment of the examining physician, to make the
determination of disability.


 



    	 	2	 



     


    




 


2.
Company Sale or Liquidation Bonus. If, during the term of service, the Company or substantially all the assets of the Company
are sold in a transaction approved by a majority of the shareholders, the Executive will receive a bonus of not less than 2.5%
of the Net Proceeds. Net Proceeds shall be defined as the stated purchase price, less costs incurred to complete the sale, to
include but not limited to accounting, legal, due diligence, commissions, investment banking fees or similar costs that are necessitated
by the sale. The date for determination of such amount shall be as of the effective date of the sale, merger, consolidation or
change in control and the bonus shall be paid by within thirty (30) days after that effective date.


 


3.
Confidentiality and Non-Competition Agreement. In consideration of the obligations undertaken by the Company pursuant to
this Agreement, contemporaneously with the execution of this Agreement, Executive and the Company have entered into the form of
Confidentiality and Non-Competition Agreement attached hereto as Exhibit A and each agreement shall be effective only if
both agreements have been executed.


 


4.
At Will Employment. Unless and to the extent otherwise agreed by the Company and Executive in a separate written employment
agreement, Executive’s employment shall be “at will”, with either party permitted to terminate the employment
at any time, with or without cause. No term of any employment agreement between the Company and Executive shall be construed to
conflict with, lessen or expand the obligations of the parties under this Agreement.


 


5.
Notices. All notices and other communications called for or required by this Agreement shall be in writing and shall be
addressed to the parties at their respective addresses stated below or to such other address as a party may subsequently specify
by written notice and shall be deemed to have been received (i) upon delivery in person, (ii) five days after mailing it by U.S.
certified or registered mail, return receipt requested and postage prepaid, or (iii) two days after depositing it with a commercial
overnight carrier which provides written verification of delivery:


 


To
the Company:


 


Attention:
Chairman of the Board of Directors


Cipherloc
Corporation


825
S. Main Street, Suite 100


Buda,
Texas 78610


 


	 	To
    Executive:	SUPPLIED
    TO COMPANY


 


6.Withholding.
All payments due to and all benefits to be provided to Executive hereunder shall be subject to reduction for any applicable withholding
taxes, including excise taxes.


 


7.
Assignment. Executive’s rights and duties hereunder are personal to Executive and are not assignable to others, but
Executive’s obligations hereunder will bind his/her heirs, successors, and assigns. The Company may assign its rights under
this Agreement in connection with any merger or consolidation of the Company or any sale of all or any portion of the Company’s
assets (including, without limitation, any division or product line), provided that any such successor or assignee expressly assumes
in writing the Company’s obligations hereunder.


 



    	 	3	 



     


    




 


8.
No Duty to Mitigate. Executive shall not be required to mitigate the amount of any payment made or benefit provided hereunder.
The Company may offset any payment due hereunder by the amount of damages to the Company resulting from any breach of this Agreement
by Executive.


 


9.
Indemnification for Prior Acts and Events. It is expressly understood and agreed by the parties hereto that the Executive
shall not be liable for any act or matters arising out of any act committed by Company officers prior to the Executive’s
tenure at the Company. Executive will also not be liable for any act or omission that occurred at the Company prior to his employment.
Executive will therefore be indemnified and held harmless for any act or omission before his first full day of employment with
the Company.


 


9.
General. This Agreement constitutes the exclusive agreement of the parties with respect to the subject matter hereof and
supersedes all prior agreements or understandings of the parties. No waiver of or forbearance to enforce any right or provision
hereof shall be binding unless in writing and signed by the party to be bound, and no such waiver or forbearance in any instance
shall apply to any other instance or to any other right or provision. This Agreement will be governed by the local laws of the
State of Texas without regard to its conflicts of laws rules to the contrary. The parties hereby consent to the exclusive jurisdiction
and venue of the state and federal courts sitting in Travis County, Texas for all matters and actions arising under this Agreement.
The prevailing party shall be entitled to reasonable attorneys’ fees and costs incurred in connection with such litigation.
No term hereof shall be construed to limit or supersede any other right or remedy of the Company under applicable law with respect
to the protection of trade secrets or otherwise. If any provision of this Agreement is held to be invalid or unenforceable to
any extent in any context, it shall nevertheless be enforced to the fullest extent allowed by law in that and other contexts,
and the validity and force of the remainder of this Agreement shall not be affected thereby.


 



    	 	4	 



     


    




 


IN
WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the date first above written.


 


	CIPHERLOC CORPORATION	 	EXECUTIVE:
	 	 	 	 	 
	By:	/s/
    Tom Wilkinson	 	By:	/s/
    Andrew Borene
	Name:	Tom
    Wilkinson	 	Name:	Andrew
    Borene


 




    	 	5	 



     


    

 


Exhibit
A


 


CONFIDENTIALITY
AND NON-COMPETITION AGREEMENT


 


FOR


 


CIPHERLOC
CORPORATION


 


This
Agreement is entered into effective this 25th day of November, 2019, by and between CIPHERLOC CORPORATION (“the
Company”) and Andrew Borene (“Executive”). Executive is an at-will employee of the Company. In consideration
of entering into an agreement to provide Executive with severance benefits if Executive’s employment is terminated in connection
with a change in control in the Company, Executive promises, on the terms set forth herein, at all times to protect the Company’s
proprietary information and to not compete with the Company following termination of Executive’s employment in connection
with a change in control.


 


NOW,
THEREFORE, in consideration of the foregoing recitals and the covenants and conditions contained herein, the parties hereby agree
as follows:


 


1.
Intellectual Properties.


 


(a)
All ownership, copyright, patent, trade secrecy, and other rights in all works, programs, software, fixes, routines, inventions,
ideas, designs, manuals, improvements, discoveries, processes, customer lists or other properties (the “Intellectual Properties”)
made or conceived by Executive during the term of his/her employment by the Company shall be the rights and property solely of
the Company, whether developed independently by Executive or jointly with others, and whether or not developed or conceived during
regular working hours or at the Company’s facilities, and whether or not the Company uses, registers, or markets the same.


 


(b)
In accordance with the Company’s policy and Texas law, this Agreement (other than Subsection 1(c)) does not apply to, and
Executive has no obligation to assign to the Company, any invention for which no Company trade secrets and no equipment, supplies,
or facilities of the Company were used and which was developed entirely on Executive’s own time, unless: (i) the invention
relates directly to the business of the Company, (ii) the invention relates to actual or demonstrably anticipated research or
development work of the Company, or (iii) the invention results from any work performed by Executive for the Company.


 


(c)
If and to the extent that Executive makes use, in the course of his/her employment, of any items or Intellectual Properties previously
developed by Executive or developed by Executive outside of the scope of this Agreement, Executive hereby grants the Company a
nonexclusive, royalty-free, perpetual, irrevocable, worldwide license (with right to sublicense) to make, use, sell, copy, distribute,
modify, and otherwise to practice and exploit any and all such items and Intellectual Properties.


 


(d)
Executive will assist the Company as reasonably requested during and after the term of his/her employment to further evidence
and perfect, and to enforce, the Company’s rights in and ownership of the Intellectual Properties covered hereby, including
without limitation, the execution of additional instruments of conveyance and assisting the Company with applications for patents
or copyright or other registrations.


 


2.
Trade Secrets and Confidential Information.


 


(a)
Executive acknowledges that the Company’s business and future success depends on the preservation of the trade secrets and
other confidential information of the Company and its suppliers and customers (the “Secrets”). The Secrets may include,
without limitation, existing and to-be-developed or acquired product designs, new product plans or ideas, market surveys, the
identities of past, present or potential customers, business and financial information, pricing methods or data, terms of contracts
with present or past customers, proposals or bids, marketing plans, personnel information, procedural and technical manuals and
practices, servicing routines, and parts and supplier lists proprietary to the Company or its customers or suppliers, and any
other sorts of items or information of the Company or its customers or suppliers which are not generally known to the public at
large. Executive agrees to protect and to preserve as confidential during and after the term of his/her employment all of the
Secrets at any time known to Executive or in his/her possession or control (whether wholly or partially developed by Executive
or provided to Executive, and whether embodied in a tangible medium or merely remembered).


 



    	 	6	 



     


    




 


(b)
Executive shall mark all items containing any of the Secrets with prominent confidentiality notices acceptable to the Company.
Executive shall neither use nor allow any other person to use any of the Secrets in any way, except for the benefit of the Company
and as directed by Executive’s supervisor. All material containing or disclosing any portion of the Secrets shall be and
remain the property of the Company, shall not be removed from the Company’s premises without specific consent from an officer
of the Company, and shall be returned to the Company upon the termination of Executive’s employment or the earlier request
Executive’s supervisor. At such time, Executive shall also assemble all materials in his possession or control which contain
any of the Secrets, and promptly deliver such items to the Company.


 


3.
Authority and Non-Infringement. Executive warrants that any and all items, technology, and Intellectual Properties of any
nature developed or provided by Executive under this Agreement and in any way for or related to the Company will be original to
Executive and will not, as provided to the Company or when used and exploited by the Company and its contractors and customers
and its and their successors and assigns, infringe in any respect on the rights or property of Executive or any third party. Executive
will not, without the prior written approval of the Company, use any equipment, supplies, facilities, or proprietary information
of any other party. Executive warrants that Executive is fully authorized to enter into employment with the Company and to perform
under this Agreement, without conflicting with any of Executive’s other commitments, agreements, understandings or duties,
whether to prior employers or otherwise. Executive will indemnify the Company for all losses, claims, and expenses (including
reasonable attorneys’ fees) arising from any breach of by him/her of this Agreement.


 


4.
Non-competition and Non-solicitation.


 


(a)
Executive agrees that during the term of his/her employment with the Company and, if Executive receives the Severance Payment
(as defined below), until the first anniversary of the Termination Date (as defined below), he/she will not in any capacity
directly or indirectly engage in, assist others to engage in or own a material interest in any business or activity that is,
or is preparing to be, in competition with the Company with respect to any product or service sold or service provided by the
Company up to the time of termination of employment in any geographical area in which at the time of termination of
employment such product or service is sold or actively is engaged in. For the purposes of this Agreement, the terms
“Severance Payment” and “Termination Date” shall have the meanings assigned to them in the Executive
Agreement (as defined in Section 6 below).


 


(b)
Executive further agrees that during the period stated above, he/she will not directly or indirectly call on, reveal the name
of, or otherwise solicit, accept business from or attempt to entice away from the Company any actual or identified potential
customer of the Company, nor will he/she assist others in doing so. Executive further agrees that he/she will not, during the
period stated above, encourage or solicit any other employee or consultant of the Company to leave such employment for any
reason, nor will he/she assist others to do so.


 


(c)
Executive acknowledges that the covenants in this section are necessary and reasonable to protect the Company in the conduct
of its business and that compliance with such covenants will not prevent him/her from pursuing his/her livelihood. However,
should any court find that any provision of such covenants is unreasonable, invalid or unenforceable, whether in period of
time, geographical area, or otherwise, then in that event the parties hereby agree that such covenants shall be interpreted
and enforced to the maximum extent which the court deems reasonable.


 


5.
Remedies. The harm to the Company from any breach of Executive’s obligations under this Agreement may be difficult
to determine and may be wholly or partially irreparable, and Executive agrees that such obligations may be enforced by injunctive
relief and other appropriate remedies, as well as by damages. If any bond from the Company is required in connection with such
enforcement, the parties agree that a reasonable value of such bond shall be $5,000. Any amounts received by Executive or by any
other through Executive in breach of this Agreement shall be held in constructive trust for the benefit of the Company.


 


6. Executive
Agreement. In consideration of the obligations undertaken by Executive pursuant to this Agreement, contemporaneously
with the execution of this Agreement, Executive and the Company shall enter into the form of Executive Agreement to which
this Agreement is attached (the “Executive Agreement”), and each agreement shall be effective only if both
agreements have been executed.


 



    	 	7	 



     


    




 


7.
At Will Employment. Unless and to the extent otherwise agreed by the Company and Executive in a separate written employment
agreement, Executive’s employment shall be “at will”, with either party permitted to terminate the employment
at any time, with or without cause. No term of any employment agreement between the Company and Executive shall be construed to
conflict with or lessen Executive’s obligations under this Agreement.


 


8. Notices.
All notices and other communications called for or required by this Agreement shall be in writing and shall be addressed to
the parties at their respective addresses stated below or to such other address as a party may subsequently specify by
written notice and shall be deemed to have been received (i) upon delivery in person, (ii) five days after mailing it by U.S.
certified or registered mail, return receipt requested and postage prepaid, or (iii) two days after depositing it with a
commercial overnight carrier which provides written verification of delivery:


 


To
the Company:


 


Attention:
Chairman of the Board of Directors


Cipherloc
Corporation


825
S. Main Street, Suite 100


Buda,
Texas 78610


 


	 	To
    Executive:	SUPPLIED
    TO COMPANY


 


9. Assignment.
Executive’s rights and duties hereunder are personal to Executive and are not assignable to others, but
Executive’s obligations hereunder will bind his/her heirs, successors, and assigns. The Company may assign its rights
under this Agreement in connection with any merger or consolidation of the Company or any sale of all or any portion of the
Company’s assets (including, without limitation, any division or product line), provided that any such successor or
assignee expressly assumes in writing the Company’s obligations under the Executive Agreement.


 


10.
General. This Agreement constitutes the exclusive agreement of the parties with respect to the subject matter hereof and
supersedes all prior agreements or understandings of the parties. No waiver of or forbearance to enforce any right or provision
hereof shall be binding unless in writing and signed by the party to be bound, and no such waiver or forbearance in any instance
shall apply to any other instance or to any other right or provision. This Agreement will be governed by the local laws of the
State of Texas without regard to its conflicts of laws rules to the contrary. The parties hereby consent to the exclusive jurisdiction
and venue of the state and federal courts sitting in Travis County, Texas for all matters and actions arising under this Agreement.
The prevailing party shall be entitled to reasonable attorneys’ fees and costs incurred in connection with such litigation.
No term hereof shall be construed to limit or supersede any other right or remedy of the Company under applicable law with respect
to the protection of trade secrets or otherwise. If any provision of this Agreement is held to be invalid or unenforceable to
any extent in any context, it shall nevertheless be enforced to the fullest extent allowed by law in that and other contexts,
and the validity and force of the remainder of this Agreement shall not be affected thereby.


 



    	 	8	 



     


    




 


IN
WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the date first above written.


 


	CIPHERLOC CORPORATION	 	EXECUTIVE:
	 	 	 	 	 
	By: 	/s/
    Tom Wilkinson	 	By: 	/s/
    Andrew Borene
	Name: 	Tom Wilkinson	 	Name:	Andrew Borene


 




    	 	9