Exhibit 10.11


 


	Jacoby
                                         & Co., Inc.

        6501
        Park of Commerce Boulevard, #200

        Boca Raton, Florida 33487
	Execution
Version


 


October
28, 2015


 


Mr.
Aaron LoCascio


1570 SE 14th Court


Deerfield
Beach, FL 33441


 


		Re:	Offer
of Employment/Letter Agreement



 


Dear
Aaron:


 


Jacoby
& Co., Inc. (the “Company”) is pleased to offer you (the “Executive”) employment as Co-President pursuant
to the following terms and conditions. If the following terms and conditions are acceptable, sign below where indicated and return
this letter to the Company. Upon your execution of this letter, it shall constitute your employment agreement (“Agreement”)
with the Company.


 


1. Employment
and Terms. The Company hereby agrees to employ the Executive and the Executive hereby agrees to continue to serve the
Company for the period commencing on the date this Letter Agreement is executed by the Executive (the “Effective
Date”) and expiring three (3) years from that date (the “Initial Term”). The term hereof shall
automatically extend and renew for additional periods of twelve (12) months on each date upon which the term otherwise would
have expired, unless either the Company or the Executive notifies the other party in writing of its or his intention not to
extend or renew said Agreement at least sixty (60) days prior to the expiration date. The Initial Term as such term may be
extended hereunder, is hereinafter referred to as the “Term.”


 


1.1 Duties
of Executive. The Executive shall perform the duties commensurate with the office of Co-President, which is the
highest ranking executive in conjunction with the other Co-President, including without limitation, hiring, firing and other
personnel matters with respect to employees, determination of the appropriate level of compensation for all of the
Company’s non-executive employees and the oversight of all of the day to day operations of the Company, in each case
subject to the terms and conditions of that certain Amended and Restated Shareholder Agreement, dated as of October 28, 2015,
by and among the Company, the Executive and Aaron LoCascio (the “Shareholder Agreement”), including, without
limitation, Section 2.2 thereof. The Executive shall report directly to the Board of Directors (the “Board”). The
Executive shall diligently perform all services assigned to him consistent with his title and with the employment policies of
the Company. The Company will not reduce the amount of Executive’s employee compensation unless the other Co-President
experiences a pro rata reduction in his employee compensation.


 






     


     


    

 


1.2 Required
Time Commitment. The Executive agrees to devote at least thirty-five (35) hours per week to the performance of the
business of the Company and its affiliates. Executive and Company acknowledge that Executive is a frequent traveler and that
he performs a substantial part of his duties while away from the Company offices (both electronically and otherwise), and
that such work time away from the Company offices shall be counted towards the foregoing thirty-five (35) hour required time
commitment.


 


1.3 Self-Identification
as Executive of the Company. The Executive agrees to, while engaging in activities on behalf of the Company, related to
the Company or constituting the “Business” (as such term is defined in the Shareholder Agreement), to identify
himself as an executive of the Company. Methods of such self-identification shall include, without limitation, the following:
(a) use of a business card identifying the Company and indicating that the Executive is a Co-President of the Company and (b)
use of the Executive’s Company email address.


 


2. Compensation.


 


2.1 Base
Salary. Commencing on the first normal pay period following the Effective Date, the Executive shall be entitled to a base
salary at the rate of $280,000 per annum (the base salary in effect from time to time is hereinafter referred to as the
“Base Salary”) with such Base Salary payable in installments consistent with the Company’s normal payroll
schedule, subject to applicable withholding and other taxes. The Base Salary of each Co-President shall be the same while
Co-Presidents are serving. Commencing with calendar year 2016, if the Executive and Adam Schoenfeld are unable to agree on
the Base Salary of the Co-Presidents (a “Salary Event”) for a particular calendar year (a “Salary Event
Year”), the Base Salary for such Salary Event Year shall be equal to the Base Salary of the immediately preceding year
ended December 31. If either of the Executive or Adam Schoenfeld becomes a resident of a state that has (a) progressive
income tax rates and a highest marginal rate of four percent (4%) or greater, inclusive of any local tax and excluding any
federal taxes, or (b) a flat income tax rate of four percent (4%) or greater, inclusive of any local tax and excluding any
federal taxes (a “Tax Event”), then the Base Salary of each of the Executive and Adam Schoenfeld shall thereafter
be no less than $460,000 per annum; provided, however, that if a Salary Event occurs during the continuance of
a Tax Event, each of the Executive and Adam Schoenfeld shall be entitled to total salary and bonus compensation for such
Salary Event Year of no less than the greater of (i) $460,000 and (ii) the Base Salary plus the applicable Salary Event Bonus
as provided in Section 2.2 for such Salary Event Year plus any additional awarded bonuses under Section 2.2.


 


2.2 Bonus.
The Executive may receive bonuses on such dates, in such amounts and on such other terms as may be determined by the Board in
its sole discretion and as received by the other Co-President while one is serving; provided, however, that for
any Salary Event Year, unless otherwise mutually agreed by the Executive and Schoenfeld, the Executive shall receive a bonus
of no less than thirty percent (30%) of the Base Salary for such Salary Event Year (a “Salary Event Bonus”)
payable no later than December 31 of the Salary Event Year and payable to the Executive and Adam Schoenfeld on the same
date.


 






    	 	-2-	 



     


    

 


3. Benefits.


 


(a) The
Executive shall be entitled to participate in such benefit plans as the Company provides to its executives from time to time
in accordance with the Company’s policies. Such participation will be subject to the terms and conditions of such
plans, and any other restrictions or limitations imposed by law. The scope and terms of any benefit plans shall be determined
by the Board in its sole discretion.


 


(b) The
Executive shall be entitled to twenty (20) business days of paid vacation per year of employment as well as five (5) paid personal
days per year of employment. Any unused portion of vacation days or personal days in a particular year of employment will expire
at the end of such year of employment. Notwithstanding anything to the contrary in Section 7 of this Agreement, in the event of
a conflict between this Section 3(b) and the last sentence of Section 2.3 of the Shareholder Agreement, this Section 3(b) shall
govern.


 


(c) The
Company may, at its expense, obtain “key man” life insurance on the life the Executive naming the Company as beneficiary
in such amount as the Company deems appropriate and the Executive will cooperate with the Company with respect to obtaining such
insurance but shall not be required to submit to invasive blood or other testing.


 


4. Termination.


 


4.1 Termination
for Cause. (a) This Agreement may be terminated by the Company for Cause. “Cause” shall mean: (i) a material
breach of the provisions of Section 1.2 (Required Time Commitment) of this Agreement; provided such breach remains
uncured for a period of ten (10) days after written notice describing the same is given to the Executive; (ii) a violation of
the provisions of Section 6.1 (Activities Not Related to the Business) of the Shareholder Agreement; (iii) the
Executive’s indictment for any crime involving violence, fraud, intentional or reckless dishonesty (which shall not
include controlled substance offenses), misappropriation or embezzlement; (iv) any material breach by the Executive of the
provisions of his Proprietary Rights Agreement (as defined below); or (v) any breach by the Executive of any non-competition
and/or non-solicitation provisions of the Shareholder Agreement (provided that any such breach that is non-material shall be
subject to a ten (10) day cure period, or, if retroactive cure is not possible, the Executive shall cease such non-material
breach, and that there shall be no cure period with respect to any such breach that is material).


 


(b) If
the Executive’s employment is terminated for Cause, Executive shall receive his Base Salary to the date of termination,
any bonus that has accrued but is unpaid as of the date of termination and any reimbursable expenses not yet reimbursed as of
such date.


 


4.2 Death
and Disability. (a) This Agreement shall terminate immediately upon the death of the Executive.


 


(b) The
Company may terminate this Agreement upon written notice to the Executive if the Executive is unable to substantially perform
the essential functions of his job, with or without reasonable accommodation, as contemplated by Section 1.1 of this Agreement,
by reason of a physical or mental illness or other condition, on a full-time basis for the entire period of six consecutive months.


 






    	 	-3-	 



     


    

 


(c) In
the case of termination of employment due to death or Disability (as such term is defined in the Shareholder Agreement) of
the Executive, the Executive (or his estate) shall receive his Base Salary for six (6) months after the date of termination,
any bonus that has accrued but is unpaid as of the date of termination, payment for any accrued but unused vacation days and
any reimbursable expenses not yet reimbursed as of such date.


 


5. Governing
Law.


 


(a) This
Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Florida without
giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction (including,
without limitation, the State of Nevada), that would cause the application of laws of any jurisdiction other than those of the
State of Florida.


 


(b) ANY
LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT
MAY BE INSTITUTED IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA OR THE COURTS OF THE STATE OF FLORIDA, IN EACH CASE LOCATED
IN THE COUNTY OF PALM BEACH, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT,
ACTION OR PROCEEDING.


 


(c) If
any civil action, arbitration or other legal proceeding is brought for the enforcement of this Agreement, or because of an alleged
dispute, breach or default in connection with any provision of this Agreement, the successful or prevailing party or parties shall
be entitled to recover reasonable attorneys’ fees, sales and use taxes, court costs and all expenses even if not taxable as court
costs (including all such fees, taxes, costs and expenses incident to arbitration, appellate, bankruptcy and post-judgment proceedings),
incurred in that civil action, arbitration or legal proceeding, in addition to any other relief to which such party or parties
may be entitled. Attorneys’ fees shall include paralegal fees, investigative fees, administrative costs, sales and use taxes and
all other charges billed by the attorney to the prevailing party.


 


6. Amendment.
This Agreement may be amended, modified, superseded, canceled, renewed or extended, and the terms or covenants hereof may be waived,
only by a written instrument executed by the parties hereto, or in the case of a waiver, by the party waiving compliance. The
failure of a party at any time or times to require performance of any provision hereof shall in no manner affect the right at
a later time to enforce the same. No waiver by a party of the breach of any term or covenant contained in this Agreement, whether
by conduct or otherwise, or any one or more or continuing waivers of any such breach, shall constitute a waiver of the breach
of any other term or covenant contained in this Agreement.


 


7. Other
Documents. Executive shall execute the Company’s Employee Proprietary Rights and Confidentiality Agreement (the
“Proprietary Rights Agreement”) in the form attached hereto as Exhibit A simultaneously with the execution
of this Agreement. The Proprietary Rights Agreement shall be binding upon the Executive and the Company as if it were part of
this Agreement. Except as specifically provided in this Agreement or the Shareholder Agreement, this Agreement shall be
subject in all respects to the Shareholder Agreement. In the event of any conflict between this Agreement and the Shareholder
Agreement, the Shareholder Agreement shall in all respects govern. Notwithstanding the foregoing, this Section 7 shall not
affect Section 3(b) of this Agreement.


 


8. Multiple
Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all
of which shall constitute one and the same instrument. The parties hereto agree that electronic and facsimile signatures shall
be acceptable.


 


9. Successors
and Assigns. This Agreement shall be binding upon the legal representatives, heirs, distributees, successors and assigns of
the parties hereto.


 


[remainder
of page intentionally left blank; signature page follows]


 






    	 	-4-	 



     


    

 





By
signing below, the parties are agreeing to the terms hereof.


 





	 	 	Very
    truly yours,
	 	 	 
	 	 	JACOBY
    & CO., INC.
	 	 	 	 
	 	 	By:	/s/
    Aaron LoCascio
	 	 	 	Name: Aaron
    LoCascio
	 	 	 	Title:   Co-President
	 	 	 	 
	 	 	By: 	/s/
    Adam Schoenfeld
	 	 	 	Name: Adam
    Schoenfeld
	 	 	 	Title:   Co-President
	 	 	 	 
	Agreed
    And Accepted:	 	 	 
	 	 	 	 
	/s/
    Aaron LoCascio	 	 	 
	Aaron LoCascio	 	 	 
	 	 	 	 
	Dated: October
    28, 2015 (the “Effective Date”)	 	 	 


 


 


 


 


 


 


 


 


 


 


[Signature Page to LoCascio
Employment Agmt.]


 






     


     


    

 


EXHIBIT
A


 


EMPLOYEE
PROPRIETARY RIGHTS AND CONFIDENTIALITY AGREEMENT


 






     


     


    

 





Execution
Version


 


EMPLOYEE
PROPRIETARY RIGHTS

AND CONFIDENTIALITY AGREEMENT


 


This
Agreement, made the 28th day of October, 2015, is between JACOBY & CO., INC. (“Company”) and AARON LOCASCIO
(“Employee”).


 


WHEREAS,
subject to Employee’s agreement to, and compliance with, this Agreement Company has agreed to employ Employee, and Employee has
agreed to be employed by Company; and


 


WHEREAS,
Company and Employee each acknowledge and agree that, as part of Employee’s job duties, Employee will from time-to-time have access
to Confidential Information as more specifically defined below and may from time-to-time conceive of, author, or otherwise create
or assist in the conception, authorship or development of certain Inventions and Works of Authorship as more specifically defined
below.


 


NOW
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Company and Employee
agree as follows:


 


		1.	Intellectual
Property.



 


		a.	Ownership
                                         and Works Made For Hire. Employee hereby agrees that Company shall be the sole and
                                         exclusive owner of any and all ideas, inventions, discoveries, computer hardware and
                                         software, algorithms, improvements and devices relating thereto, and other information
                                         and know-how heretofore or hereinafter conceived, developed or made by Employee on behalf
                                         of or for the benefit of Company, either alone or with others, during the course of Employee’s
                                         employment by Company, or which are conceived, developed or made using Company equipment
                                         or resources, or by reason of knowledge gained from such employment (hereinafter “Inventions”),
                                         together with any graphic designs, narrative works, business plans, financial analyses,
                                         lab notes, designs, specifications, programming, source code, object code, flow charts,
                                         data, compilations of data and other information and works of authorship of any nature
                                         compiled, authored or otherwise developed by Employee and relating to such Inventions
                                         or otherwise created during the course of Employee’s employment with Company or using
                                         Company equipment or resources on behalf of or for the benefit of Company (the “Works
                                         of Authorship”) and all trademark, copyright, trade secret, patent and other intellectual
                                         and industrial property rights of whatever nature throughout the world covering or embodied
                                         by such Inventions and Works of Authorship, that the Works of Authorship constitute “works
                                         made for hire” (as that term is defined in the United States Copyright Act as amended)
                                         by Employee because they have either been prepared by Employee while acting within the
                                         scope of Employee’s employment with Company or they have been specifically ordered or
                                         commissioned from Employee for use by Company and that, as such, Company is the author
                                         and owner of such Works of Authorship.



 






     


     


    

 


		b.	Assignment.
                                         Employee hereby acknowledges and agrees that, to the extent any Inventions or Works of
                                         Authorship are not, for whatever reason, deemed to be “works made for hire”
                                         or otherwise solely and exclusively owned by Company, Employee hereby grants, transfers,
                                         conveys and assigns to Company and its successors and assigns all of Employee’s
                                         right, title, interest, ownership and all subsidiary rights in and to such Inventions
                                         and Works of Authorship and all trademark, trade secret, copyright, patent and other
                                         intellectual and industrial property rights of whatever nature throughout the world covering
                                         or embodied by such Inventions and Works of Authorship, including the right to apply
                                         for, register, obtain, maintain, enforce and defend the foregoing in any jurisdiction
                                         throughout the world.






 


		c.	Disclosure.
                                         Employee hereby agrees to keep and maintain current and complete records of, and to disclose
                                         promptly and in writing to Company, all Inventions and Works of Authorship to which Company
                                         is or may arguably be entitled as provided above, and agrees not to (i) disclose such
                                         Inventions and Works of Authorship to others, except as required in accordance with Employee’s
                                         duties as an employee of Company, or (ii) move copies of such written records to, or
                                         keep copies of such records at, locations other than Company’s premises, in either
                                         case without the express prior written consent of Company.



 


		d.	Continuing
                                         Assistance. Employee hereby further agrees that during the term of Employee’s employment
                                         with Company and at any time thereafter, Employee shall execute and deliver to Company
                                         any written documents necessary or appropriate, in Company’s sole discretion, to effectuate
                                         the assignment to Company of any and all rights in such Inventions and Works of Authorship
                                         to which Company is entitled as provided above, and will execute all papers and perform
                                         any other lawful acts requested by Company for the preparation, prosecution, procurement,
                                         maintenance, enforcement and defense of any trademark, trade secret, copyright, patent
                                         and/or other intellectual or industrial property rights in and for such Inventions and
                                         Works of Authorship throughout the world, and will execute all documents and perform
                                         any other lawful act necessary to vest title in Company to such Inventions and Works
                                         of Authorship and all trademarks, trade secrets, copyrights, patents and other intellectual
                                         and industrial property rights relating thereto. To the extent that, for any reason or
                                         no reason, including without limitation Employee’s physical or mental incapacity, Employee
                                         fails to comply with Employee’s obligations described above in this paragraph 1(d), Employee
                                         hereby appoints Company as Employee’s agent and attorney in fact, and grants to Company
                                         a power-of-attorney with full power of substitution, to execute, deliver and file any
                                         documents, and perform any acts, Employee would otherwise lawfully be obligated to execute,
                                         deliver, file or perform pursuant to this paragraph 1(d), with the same legal force and
                                         effect as if executed, delivered, filed or performed by Employee. Such power of attorney
                                         shall be deemed coupled with an interest for the purposes of effecting the foregoing
                                         assignments, prosecutions, procurement, maintenance, enforcement and defense.



 






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		e.	Pre-existing
                                         Rights. In the event that Employee uses or incorporates into any Inventions, Works
                                         of Authorship or other work product of Employee created in the course of Employee’s employment
                                         with Company any (i) ideas, inventions, discoveries, computer hardware and software,
                                         algorithms, improvements and devices relating thereto conceived, developed
or made by Employee prior to, or outside the scope of, Employee’s employment with Company, or (ii) any graphic designs, narrative
works, business plans, financial analyses, lab notes, designs, specifications, programming, source code, object code, flow charts,
data, compilations of data and other information compiled, authored, developed or otherwise created by Employee prior to, or outside
the scope of, Employee’s employment with Company (collectively, the “Pre-existing Inventions and Works”), then Employee
shall be deemed to have granted to Company a perpetual, irrevocable, fully-paid, royalty-free, non-exclusive, transferable, assignable,
sublicenseable right, under any and all trademarks, trade secrets, copyrights, patents and other intellectual and industrial property
rights of whatever nature throughout the world covering or embodied by the Pre-existing Inventions and Works, to make, have made,
use, copy, distribute, display, perform, modify, translate, offer to sell, sell, and otherwise transfer or dispose of the Preexisting
Inventions and Works and any products and services embodying or covered by such trademarks, trade secrets, copyrights, patents
and other intellectual and industrial property rights. Employee covenants and agrees that it shall notify Company in writing of
all Pre-existing Inventions and Works prior to incorporating the same into any Inventions, Works of Authorship or other work product
created in the course of Employee’s employment with Company.






 


		f.	Moral
Rights Waiver. Employee hereby releases, waives and assigns in favor of Company any and all “moral” rights related
to the Works of Authorship, including without limitation: the right of paternity (i.e., acknowledgment of authorship), disclosure,
withdrawal and integrity (i.e., right to prevent changes to the work).



 


		2.	Confidentiality
and Non-disparagement.



 


		a.	Non-Disclosure.
For so long as Employee is employed by Company and thereafter for so long as the Confidential Information (as hereinafter defined)
has not otherwise been publicly disclosed by Company, Employee hereby expressly agrees that (i) Employee shall not divulge, directly
or indirectly, other than in the regular and proper course of business of Company, any Confidential Information, and (ii) Employee
shall not use, directly or indirectly, any Confidential Information for the benefit of anyone other than Company; provided,
however, that Employee shall have no obligation, express or implied, to refrain from using or disclosing to others any
Confidential Information which is or hereafter shall become generally available to the public other than through Employee’s breach
of this Agreement. Notwithstanding anything to the contrary in this Agreement, (i) in the event that Employee is required by law,
regulation, legal or regulatory process, court order, or other governmental requirement (each a “Governmental Requirement”)
to disclose any Confidential Information, Employee shall, to the extent permitted by law, provide Company with notice of any such
request or requirement so that Company may seek a protective order or other appropriate remedy (and Employee will reasonably cooperate
with Company in such efforts, at Company’s request) or waive compliance with the provisions of this Agreement and (ii) if, in
the absence of a protective order or other remedy or the receipt of a waiver from Company, Employee is advised by legal counsel
that it is nonetheless required to disclose Confidential Information, Employee may, without liability under this Agreement, disclose
only that portion of the Confidential Information required to be so disclosed (provided that Employee will cooperate with Company,
at Company’s request, to obtain assurance that confidential treatment will be accorded such disclosed information). In the event
Employee makes or learns of any unauthorized disclosure of Confidential Information, Employee shall promptly notify Company of
such unauthorized disclosure and in good faith cooperate with Company’s efforts to ameliorate the effects of, or otherwise enforce
its rights in connection with, such unauthorized disclosure. Notwithstanding the foregoing, Employee may disclose Confidential
Information to his attorneys, accountants or other professional advisors if such Confidential Information is necessary to address
Employee’s legal, tax or accounting issues (provided that any such advisor other than an attorney or accountant shall be
required to be bound by nondisclosure obligations at least as restrictive as the restrictions contained in this paragraph 2(a)
prior to Confidential Information being disclosed to any such advisor).



 






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		b.	Confidential
                                         Information. For the purposes of this Agreement, the term “Confidential Information”
                                         shall mean any information, whether oral or written and whether in a tangible or intangible
                                         form, not generally known in the relevant trade or industry (i.e. any trade or industry
                                         in which Company engages or is then engaged) or otherwise not generally available to
                                         the public, which was obtained from or disclosed to Employee by Company, its affiliates
                                         or their predecessors or which was learned, discovered, developed, conceived, originated
                                         or prepared by Employee in the course of Employee’s employment with Company, including,
                                         without limitation, Inventions, Works of Authorship, and any other product, service,
                                         marketing, operating and financial information, computer software, source code, object
                                         codes, and flow charts proprietary to Company.



 


		c.	Possession.
                                         All Confidential Information in Employee’s possession at any time shall be the exclusive
                                         property of Company, shall not be copied, summarized, extracted from, or removed from
                                         the premises of Company, except in pursuit of the business of Company and at the direction
                                         of Company, and shall be delivered to Company, without Employee retaining any copies,
                                         upon the termination of Employee’s employment with Company or at any earlier time as
                                         requested by Company.



 


		d.	Prior
                                         Obligations. Employee warrants that the performance of its duties and obligations
                                         under this Agreement will not constitute a breach or default under any other agreement
                                         to which Employee is bound, that it is not bound by any pre-existing (i.e., before the
                                         date of this Agreement first set forth above) obligation of confidentiality or duty to
                                         assign rights in any Inventions or Works of Authorship (whether written, oral or otherwise)
                                         to any other person or entity that may foreseeably interfere with or conflict with Employee’s
                                         job duties or compliance with this Agreement, nor is there any pending or threatened
                                         proceeding, investigation or action alleging (or to Employee’s knowledge any basis for
                                         such a proceeding, investigation or action) that Employee is bound by any such obligation
                                         or duty. Employee covenants and agrees that, for so long as Employee is employed by Company,
                                         Employee shall (i) comply with any pre-existing confidentiality obligations, (ii) in
                                         the event Employee’s job duties with Company may in the future potentially conflict with
                                         such obligations, inform Company of such conflict and refrain from making any disclosures
                                         or otherwise taking any action that violate Employee’s pre-existing
confidentiality obligations, (iii) at all times in good faith work with Company to determine a course of action which will allow
Employee to perform Employee’ job duties without violating any pre-existing confidentiality obligations, and (iv) not hereafter
enter into any agreement with any other person or entity that imposes upon Employee obligations of confidentiality that conflict
with, or may foreseeably conflict with, the proper performance of Employee’s job duties with Company. Employee hereby consents
to Company notifying any subsequent employers of Employee that Employee is bound by obligations of confidentiality as set forth
in this Agreement.






 






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		e.	Non-disparagement.
Employee covenants and agrees that, for so long as Employee is employed by Company and for five (5) years thereafter, Employee
shall not make, publish or otherwise disseminate disparaging or derogatory statements or allegations, whether written, oral or
otherwise, regarding Company or its affiliates, or any officers, directors, employees, products, services, policies or operations
of Company or its affiliates. The provisions of this paragraph 2(e) in no way restrict or prohibit Employee from providing truthful
testimony when such testimony is lawfully compelled pursuant to any court order or other legal process.



 


		3.	Non-Competition;
Non-Solicitation.



 


For
so long as Employee is employed by Company or Employee or any of Employee’s Permitted Transferees (as such term is defined
in the Amended and Restated Shareholder Agreement of Company, dated as of October 28, 2015 (the “Shareholder Agreement”))
own any Securities of Company and for a period of twenty-four (24) months beginning on the later of (a) the date of Employee’s
termination of employment with Company and (b) the date that Employee or any of Employee’s Permitted Transferees no longer
owns any Securities of Company, Employee shall not: (i) other than as requested in writing by and on behalf of Company and/or
its subsidiaries, directly or indirectly through an affiliate or any other person, as an employee, agent, consultant, advisor,
independent contractor, general partner, officer, director, stockholder, member, proprietor, investor, joint venture, lender or
guarantor of any person, or in any other capacity, anywhere in the world (the “Restricted Territory”) either directly
or indirectly participate or engage in, or manage, advise, direct, rend services to or lend credit to persons participating or
engaged in the Business (as such term is defined in the Shareholder Agreement) in the Restricted Territory (provided, however,
that, notwithstanding anything to the contrary in this paragraph 3, the passive investment by Employee and Employee’s affiliates
in less than five percent (5%), in the aggregate, of the outstanding publicly traded securities (in the aggregate) of any company
engaged in the Business shall not, in and of itself, constitute a violation of this paragraph 3); or (ii) without the prior written
consent of Company, directly or indirectly through an affiliate or any other person (and shall not assist or encourage others
to), directly or indirectly, solicit to hire or hire (or cause or seek to cause to leave the employ of Company or any subsidiary
or affiliate), any employee of Company or any subsidiary or affiliates or any person who has left the employ of Company during
the six months immediately preceding such solicitation or hiring, except pursuant to a general solicitation that is not directed
specifically to any employees or independent contractors of Company, any of Company’s subsidiaries or any of their respective
affiliates.


 






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“Securities”
shall mean, at any time, without duplication, shares of the common stock, no par value per share, of Company (the “Common
Stock”), shares of preferred stock, warrants, options, convertible securities or indebtedness, exchangeable securities or
indebtedness, subscription rights or other rights, exercisable for or convertible or exchangeable into, directly or indirectly,
the Common Stock or other equity of Company, whether at the time of issuance, upon the passage of time, or the occurrence of some
future event.


 


		4.	No
Further Consideration.



 


Employee
acknowledges and agrees that, except as compensated in accordance with Employee’s status as an employee of Company, Employee shall
not be entitled to any further or additional compensation in consideration of (i) the assignment by Employee of Employee’s rights
in any Inventions and/or Works of Authorship as provided for above in paragraphs 1 (a) and (b), (ii) the licenses (if any) granted
to Company as provided for above in paragraph 1(e), (iii) complying with the confidentiality and non-disparagement obligations
set forth above in paragraph 2, and (iv) the provision of any services as provided for above in paragraph 1(d); provided, however,
that Employee shall be reimbursed for actual out-of-pocket expenses incurred in rendering to Company the services specified
in paragraph 1(d).


 


		5.	Term.



 


This
Agreement shall commence and be effective as of the date of this Agreement first set forth above and shall terminate on the date
Employee ceases to be an employee of Company. Notwithstanding the above, Employee’s obligations arising pursuant to paragraphs
1, 2, 3 and 4 above, and paragraphs 6 and 7(c), (d), (e) and (f) below, shall survive termination of this Agreement. In addition,
those rights, duties and obligations of Company and Employee set forth in this Agreement that, by their nature, are intended to
survive the termination of this Agreement shall survive the termination of this Agreement.


 


		6.	Originality.



 


Employee
hereby warrants and represents to Company that, to the best of Employee’s knowledge after reasonable inquiry and except as expressly
disclosed to Company in writing by Employee, all Inventions, Works of Authorship and Pre-existing Inventions and Works shall be
original and shall not have been conceived, reduced to practice, authored or otherwise developed by misappropriating the trade
secrets or other proprietary technology or intellectual property of any third parties. Employee hereby agrees to indemnify, defend
and hold Company harmless from and against any and all third party claims, and any costs, damages and liabilities resulting therefrom,
made against or imposed upon Company as a result of Employee’s breach of the above representation and warranty. The foregoing
representation and warranty shall be deemed first made on the date hereof and shall run continuously thereafter and apply to all
Inventions, Works of Authorship and Pre-existing Inventions and Works governed by this Agreement.


 






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		7.	Miscellaneous.



 





		a.	Survival,
                                         Assignability. Employee shall not assign this Agreement without the express prior
                                         written consent of Company, which consent may be withheld for any reason or no reason
                                         at Company’s sole discretion. Except as otherwise provided herein, this Agreement
                                         shall be binding upon the respective heirs, successors, and permitted assigns of the
                                         parties hereto. Company shall be free to assign its rights hereunder to any other party
                                         without the consent of Employee.



 


		b.	Severability.
                                         Any provision of this Agreement which is determined to be illegal, prohibited or unenforceable
                                         in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such
                                         illegality, prohibition or unenforceability without invalidating the remaining provisions
                                         hereof which shall be severable and enforceable according to their terms and any such
                                         prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable
                                         such provision in any other jurisdiction. Notwithstanding anything to the contrary in
                                         the immediately foregoing sentence, but otherwise without limiting the generality of
                                         the immediately foregoing sentence, if, at the time of enforcement of any provision of
                                         this Agreement (including, without limitation, paragraph 3 hereof), a court of competent
                                         jurisdiction shall hold that the period or scope restrictions or any other restriction
                                         stated in this Agreement are unreasonable under circumstances then existing, the parties
                                         agree that the maximum period or scope reasonable under such circumstances shall be substituted
                                         for the stated period or scope and that the court shall be allowed and directed to revise
                                         the restrictions contained in this Agreement to cover the maximum period or scope permitted
                                         by applicable law.



 


		c.	Specific
                                         Performance and Equitable Relief. Employee acknowledges and agrees that Company would
                                         suffer irreparable harm if Company’s rights in the Inventions and Works of Authorship
                                         were not protected and/or the Confidential Information was disclosed to third parties
                                         without Company’s consent. Accordingly, Employee hereby consents to and agrees that,
                                         in the event of a breach or threatened breach of this Agreement by Employee, Company
                                         shall have the right to exercise any and all rights by appropriate action either by law
                                         or in equity, including specific performance of Employee’s obligations arising pursuant
                                         to paragraphs 1, 2 and 3 above, and that Company shall be entitled to equitable relief,
                                         including injunctive relief, in connection with any breach or threatened breach, by Employee,
                                         of Employee’s obligations arising pursuant to paragraphs 2(a), 2(c), 2(d), 2(e) and 3
                                         above. Employee further agrees that Employee shall not request that Company post, nor
                                         shall Company be obligated to post, a bond in connection with any equitable relief authorized
                                         pursuant to this paragraph 7(c) and in fact requested by Company.



 


		d.	Governing
                                         Law. This Agreement shall be governed by, and construed and enforced in accordance
                                         with, the laws of the State of Florida and, to the extent applicable, the laws and regulations
                                         of the United States of America governing intellectual property matters, without giving
                                         effect to the provisions, policies or principles under Florida State law respecting conflict
                                         or choice of law. EMPLOYEE ACKNOWLEDGES AND AGREES THAT, PRIOR TO EXECUTING THIS AGREEMENT,
                                         EMPLOYEE WAS AFFORDED AN OPPORTUNITY TO OBTAIN THE ADVICE OF INDEPENDENT LEGAL COUNSEL,
                                         AND HAS READ AND UNDERSTOOD ALL OF THIS AGREEMENT. ACCORDINGLY, THIS AGREEMENT SHALL
                                         NOT BE CONSTRUED
AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION OF THIS AGREEMENT.



 






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		e.	Choice
                                         of Forum. Each of the parties hereby consents to the jurisdiction of any state or
                                         federal court located within the County of Palm Beach, State of Florida, and irrevocably
                                         agrees that all actions or proceedings relating to this Agreement must be litigated in
                                         such courts, and each of the parties waives any objections which it may have based on
                                         improper venue or forum non conveniens to the conduct of any proceeding in such court.



 


		f.	Entire
                                         Agreement. This Agreement, the Shareholder Agreement and that certain Employment
                                         Agreement by and between Company and Employee, dated October 28, 2015, contain the entire
                                         understanding of the parties with respect to its subject matter, and supersedes all prior
                                         written or oral agreements and understandings between the parties with respect to its
                                         subject matter. This Agreement may not be changed orally, and any written change or amendment
                                         must be signed and accepted by Company.



 


		g.	Counterparts.
                                         This Agreement may be executed in one or more counterparts, and by the different parties
                                         hereto in separate counterparts, each of which shall be deemed to be an original but
                                         all of which taken together shall constitute one and the same agreement (and all signatures
                                         need not appear on any one counterpart), and this Agreement shall become effective when
                                         one or more counterparts has been signed by each of the parties hereto and delivered
                                         to each of the other parties hereto.



 


IN
WITNESS WHEREOF, the parties have executed this Agreement and caused it to be binding and effective upon each of them in accordance
with its terms.


 


	JACOBY & CO., INC.	 	EMPLOYEE
	 	 	 	 
	By:	 	 	 
	 	Name:
    Aaron LoCascio	 	Aaron
    LoCascio 
	 	Title:  
    Co-President	 	 
	 	 	 	 
	By:	 	 	 
	 	Name:
    Adam Schoenfeld	 	 
	 	Title: Co-President	 	 


 


 


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