Exhibit 10.17


 


 


 


Yayyo,
INC.


 


NON-QUALIFIED STOCK OPTION AGREEMENT


 


This Non-Qualified Stock
Option Agreement (this “Agreement”) is made and entered into as of June 9, 2017, by and between YayYo, Inc.,
a Delaware corporation (the “Company”) and Kevin F Pickard (the “Participant”).


 


	Grant Date:	June 9, 2017
	Exercise Price Per Share:	Eight Dollar ($8.00)
	Number of Option Shares:	Three Hundred Thousand (300,000)
	Expiration Date:	December 31, 2020


 


1.           Grant
of Option. 


 


1.1           Grant;
Type of Option. The Company hereby grants to the Participant an option (the “Option”) to purchase the
total number of shares of Common Stock of the Company equal to the number of Option shares set forth above (“Option Shares”),
at the exercise price set forth above (the “Exercise Price”). The Option is being granted pursuant to the terms
of the Company’s “2016 Equity Incentive Plan” (the “Plan”). The Option is intended
to be a Non-Qualified Stock Option and not an Incentive Stock Option within the meaning of Section 422 of the Internal Revenue
Code.


 


1.2           Consideration;
Subject to Plan. The grant of the Option is made in consideration of the services to be rendered by the Participant to
the Company and is subject to the terms and conditions of the Plan. Capitalized terms used but not defined herein will have the
meaning ascribed to them in the Plan.


 


2.           Exercise
Period; Vesting.


 


2.1           Vesting
Schedule. The Option will vest at follows: one hundred twenty thousand (120,000) immediately and ten thousand (10,000)
each month beginning July 1, 2017 through December 1, 2018. The unvested portion of the Option will not be exercisable on or after
the Participant's termination of Continuous Service.


 


2.2           Expiration.
The Option will expire on the Expiration Date set forth above, or earlier as provided in this Agreement or the Plan.


 


3.           Termination
of Continuous Service.


 


3.1           Termination
for Reasons Other Than Cause, Death, Disability. If the Participant’s Continuous Service is terminated for any reason
other than Cause, death or Disability, the Participant may exercise the vested portion of the Option, but only within such period
of time ending on the earlier of (a) the date twenty-four (24) months following the termination of the Participant’s Continuous
Service or (b) the Expiration Date.


 


3.2           Termination
for Cause. If the Participant’s Continuous Service is terminated for Cause, the Participant may exercise the vested
portion of the Option, but only within such period of time ending on the earlier of (a) the date three (3) months following the
termination of the Participant’s Continuous Service or (b) the Expiration Date.


 




    


     


    

  


3.3           Termination
Due to Disability. If the Participant’s Continuous Service terminates as a result of the Participant’s Disability,
the Participant may exercise the vested portion of the Option, but only within such period of time ending on the earlier of (a)
the date twenty-four (24) months following the Participant’s termination of Continuous Service or (b) the Expiration Date.


 


3.4           Termination
Due to Death. If the Participant’s Continuous Service terminates as a result of the Participant’s death, the
vested portion of the Option may be exercised by the Participant’s estate, by a person who acquired the right to exercise
the Option by bequest or inheritance or by the person designated to exercise the Option upon the Participant’s death, but
only within the time period ending on the earlier of (a) the date twenty-four (24) months following the Participant’s termination
of Continuous Service or (b) the Expiration Date.


 


4.           Manner
of Exercise. 


 


4.1           Election
to Exercise. To exercise the Option, the Participant (or in the case of exercise after the Participant’s death or
incapacity, the Participant’s executor, administrator, heir or legatee, as the case may be) must deliver to the Company a
notice of intent to exercise in the manner designated by the Committee. If someone other than the Participant exercises the Option,
then such person must submit documentation reasonably acceptable to the Company verifying that such person has the legal right
to exercise the Option.


 


4.2           Payment
of Exercise Price. The entire Exercise Price of the Option shall be payable in full at the time of exercise to the extent
permitted by applicable statutes and regulations, either:


 


(a)          in
cash or by certified or bank check at the time the Option is exercised;


 


(b)          by
delivery to the Company of other shares of Common Stock, duly endorsed for transfer to the Company, with a Fair Market Value on
the date of delivery equal to the Exercise Price (or portion thereof) due for the number of shares being acquired, or by means
of attestation whereby the Participant identifies for delivery specific shares that have a Fair Market Value on the date of attestation
equal to the Exercise Price (or portion thereof) and receives a number of shares equal to the difference between the number of
shares thereby purchased and the number of identified attestation shares (a “Stock for Stock Exchange”);


 


(c)          through
a “cashless exercise program” established with a broker;


 


(d)          by
reduction in the number of shares otherwise deliverable upon exercise of such Option with a Fair Market Value equal to the aggregate
Exercise Price at the time of exercise;


 


(e)          by
any combination of the foregoing methods; or


 


(f)          in
any other form of legal consideration that may be acceptable to the Committee.


 


4.3           Withholding.
Prior to the issuance of shares upon the exercise of the Option, the Participant must make arrangements satisfactory to the Company
to pay or provide for any applicable federal, state and local withholding obligations of the Company. The Participant may satisfy
any federal, state or local tax withholding obligation relating to the exercise of the Option by any of the following means:


 




    	Yayyo, Inc.
Non-Qualified
                                         Stock Option Agreement
	
 
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(a)          tendering
a cash payment;


 


(b)          authorizing
the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable to the Participant as a result
of the exercise of the Option; provided, however, that no shares of Common Stock are withheld with a value exceeding the
minimum amount of tax required to be withheld by law; or


 


(c)          delivering
to the Company previously owned and unencumbered shares of Common Stock. The Company has the right to withhold from any compensation
paid to a Participant.


 


4.4           Issuance
of Shares. Provided that the exercise notice and payment are in form and substance satisfactory to the Company, the Company
shall issue the shares of Common Stock registered in the name of the Participant, the Participant’s authorized assignee,
or the Participant’s legal representative, and shall deliver certificates representing the shares with the appropriate legends
affixed thereto.


 


5.           No
Right to Continued Employment; No Rights as Shareholder. Neither the Plan nor this Agreement shall confer upon the Participant
any right to be retained in any position, as an Employee, Consultant or Director of the Company. Further, nothing in the Plan or
this Agreement shall be construed to limit the discretion of the Company to terminate the Participant's Continuous Service at any
time, with or without Cause. The Participant shall not have any rights as a shareholder with respect to any shares of Common Stock
subject to the Option prior to the date of exercise of the Option.


 


6.           Transferability.
The Option is not transferable by the Participant other than to a designated beneficiary upon the Participant’s death or
by will or the laws of descent and distribution, and is exercisable during the Participant’s lifetime only by him or her.
No assignment or transfer of the Option, or the rights represented thereby, whether voluntary or involuntary, by operation of law
or otherwise (except to a designated beneficiary upon death by will or the laws of descent or distribution) will vest in the assignee
or transferee any interest or right herein whatsoever, but immediately upon such assignment or transfer the Option will terminate
and become of no further effect.


 


7.           Change
in Control.


 


7.1           Acceleration
of Vesting. In the event of a Change in Control, notwithstanding any provision of the Plan or this Agreement to the contrary,
the Option shall become immediately vested and exercisable with respect to one hundred percent (100%) of the shares subject to
the Option. To the extent practicable, such acceleration of vesting and exercisability shall occur in a manner and at a time which
allows the Participant the ability to participate in the Change in Control with respect to the shares of Common Stock received.


 


7.2           Cash-out.
In the event of a Change in Control, the Committee may, in its discretion and upon at least ten (10) days’ advance notice
to the Participant, cancel the Option and pay to the Participant the value of the Option based upon the price per share of Common
Stock received or to be received by other shareholders of the Company in the event. Notwithstanding the foregoing, if at the time
of a Change in Control the Exercise Price of the Option equals or exceeds the price paid for a share of Common Stock in connection
with the Change in Control, the Committee may cancel the Option without the payment of consideration therefor.


 




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8.           Adjustments.
The shares of Common Stock subject to the Option may be adjusted or terminated in any manner as contemplated by the Plan.


 


9.           Tax
Liability and Withholding. Notwithstanding any action the Company takes with respect to any or all income tax, social insurance,
payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related
Items is and remains the Participant’s responsibility and the Company (a) makes no representation or undertakings regarding
the treatment of any Tax-Related Items in connection with the grant, vesting, or exercise of the Option or the subsequent sale
of any shares acquired on exercise; and (b) does not commit to structure the Option to reduce or eliminate the Participant’s
liability for Tax-Related Items.


 


10.         Non-competition
and Non-solicitation. 


 


10.1         In
consideration of the Option, the Participant agrees and covenants not to:


 


(a)          contribute
his or her knowledge, directly or indirectly, in whole or in part, as an employee, officer, owner, manager, advisor, consultant,
agent, partner, director, shareholder, volunteer, intern or in any other similar capacity to an entity engaged in the same or similar
business as the Company and its Affiliates, for a period of two (2) years following the Participant’s termination of Continuous
Service;


 


(b)          directly
or indirectly, solicit, hire, recruit, attempt to hire or recruit, or induce the termination of employment of any employee of the
Company or its Affiliates for period of two (2) years following the Participant’s termination of Continuous Service; or


 


(c)          directly
or indirectly, solicit, contact (including, but not limited to, e-mail, regular mail, express mail, telephone, fax, and instant
message), attempt to contact or meet with the current, former or prospective customers of the Company or any of its Affiliates
for purposes of offering or accepting goods or services similar to or competitive with those offered by the Company or any of its
Affiliates for a period of two (2) years following the Participant’s termination of Continuous Service.


 


10.2         In
the event of a breach or threatened breach of any of the covenants contained in Section 10.1:


 


(a)          any
unvested portion of the Option shall be forfeited effective as of the date of such breach, unless sooner terminated by operation
of another term or condition of this Agreement or the Plan; and


 


(b)          the
Participant hereby consents and agrees that the Company shall be entitled to seek, in addition to other available remedies, a temporary
or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction,
without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the
necessity of posting any bond or other security. The aforementioned equitable relief shall be in addition to, not in lieu of, legal
remedies, monetary damages or other available forms of relief.


 


11.         Compliance
with Law. The exercise of the Option and the issuance and transfer of shares of Common Stock shall be subject to compliance
by the Company and the Participant with all applicable requirements of federal and state securities laws and with all applicable
requirements of any stock exchange on which the Company's shares of Common Stock may be listed. No shares of Common Stock shall
be issued pursuant to this Option unless and until any then applicable requirements of state or federal laws and regulatory agencies
have been fully complied with to the satisfaction of the Company and its counsel. The Participant understands that the Company
is under no obligation to register the shares of Common Stock with the U.S. Securities and Exchange Commission, any state securities
commission or any stock exchange to effect such compliance.


 




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12.         Notices.
Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the Secretary or President
of the Company at the Company’s principal corporate offices. Any notice required to be delivered to the Participant under
this Agreement shall be in writing and addressed to the Participant at the Participant’s address as shown in the records
of the Company. Either party may designate another address in writing (or by such other method approved by the Company) from time
to time.


 


13.         Governing
Law. This Agreement will be construed and interpreted in accordance with the laws of the State of California without regard
to conflict of law principles.


 


14.         Interpretation.
Any dispute regarding the interpretation of this Agreement shall be submitted by the Participant or the Company to the Committee
for review. The resolution of such dispute by the Committee shall be final and binding on the Participant and the Company.


 


15.         Options
Subject to Plan. This Agreement is subject to the Plan as approved by the Company’s shareholders. The terms and provisions
of the Plan as it may be amended from time to time are hereby incorporated herein by reference. In the event of a conflict between
any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will
govern and prevail.


 


16.         Successors
and Assigns. The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure
to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement
will be binding upon the Participant and the Participant’s beneficiaries, executors, administrators and the person(s) to
whom the Option may be transferred by will or the laws of descent or distribution.


 


17.         Severability.
The invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity or enforceability
of any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall be severable and
enforceable to the extent permitted by law.


 


18.         Discretionary
Nature of Plan. The Plan is discretionary and may be amended, cancelled or terminated by the Company at any time, in its
discretion. The grant of the Option in this Agreement does not create any contractual right or other right to receive any Options
or other Awards in the future. Future Awards, if any, will be at the sole discretion of the Company. Any amendment, modification,
or termination of the Plan shall not constitute a change or impairment of the terms and conditions of the Participant's employment
with the Company.


 


19.         Amendment.
The Committee has the right to amend, alter, suspend, discontinue or cancel the Option, prospectively or retroactively; provided,
that, no such amendment shall adversely affect the Participant’s material rights under this Agreement without the Participant’s
consent.


 


20.         No
Impact on Other Benefits. The value of the Participant’s Option is not part of his or her normal or expected compensation
for purposes of calculating any severance, retirement, welfare, insurance or similar employee benefit.


 




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21.         Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute
one and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic
mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial
appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature.


 


22.         Acceptance.
The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement. The Participant has read and understands
the terms and provisions thereof, and accepts the Option subject to all of the terms and conditions of the Plan and this Agreement.
The Participant acknowledges that there may be adverse tax consequences upon exercise of the Option or disposition of the underlying
shares and that the Participant should consult a tax advisor prior to such exercise or disposition.


 


IN WITNESS WHEREOF, the parties hereto
have executed this Agreement as of the date first above written.


 


	 	COMPANY: 
	 	 
	 	YAYYO, INC.


 


	 	By:	/s/ Ramy El-Batrawi
	 	Name: Ramy El-Batrawi 
	 	Title: Executive Vice President  


 


	 	PARTICIPANT: 
	 	 
	 	KEVIN F. PICKARD


 


	 	By: 	/s/ Kevin F. Pickard
	 	 	Kevin F. Pickard 


 




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Non-Qualified Stock Option Agreement
	
 
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