Exhibit 10.9


EMPLOYMENT AGREEMENT


 


This EMPLOYMENT
AGREEMENT (the “Employment Agreement” or “Agreement”) is made and entered into as of the 16th
day of April, 2012 (the “Execution Date”), by and between Skkynet Cloud Systems, Inc., a corporation organized under
the laws of the State of Nevada (the “Company”), and Lowell T. Holden an individual (“Employee”).


 


WITNESSETH:


 


WHEREAS,
the Company, through its wholly-owned subsidiary, Cogent Real-Time Systems Inc. (“Cogent”), is currently engaged
in the business of (i) providing connectivity and real time monitoring of data acquisition services to various industries and making
the date available in real time over a network using industry standard protocols (ii) providing the same services through the use
of cloud computing techniques, and (iii) the expansion and diversion of such activities to other areas of business as described
in the Registration Statement on Form S-1 of the Company to be filed with the Securities and Exchange Commission (“SEC”)
under the Securities Act of 1933 (the “Act”) (such activities, together with all other activities of the Company, as
conducted at or prior to the termination of this Employment Agreement, and any future activities reasonably related thereto that
are contemplated by the Company at the termination of this Employment Agreement identified in writing by the Company to Employee
at the date of such termination, are hereinafter collectively referred to as the “Business Activities”); 


 


WHEREAS,
the Company and Employee have agreed that Employee shall perform the duties of Chief Financial Officer (“CFO”) of the
Company, subject to the terms and conditions set forth in this Employment Agreement.


 


NOW,
THEREFORE, in consideration of the premises, the mutual promises, covenants and conditions herein contained and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto intending to be legally
bound hereby agree as follows:


 


Section 1.Employment.
During the Employment Period (as hereinafter defined), the Company shall employ Employee, and Employee shall accept employment
with the Company, all upon the terms and subject to the conditions set forth in this Employment Agreement.


 


Section 2.Capacity
and Duties. Employee shall be employed in the capacity of CFO of the Company, and shall have such other duties, responsibilities
and authorities as are assigned to him by the Board of Directors (the “Board”) of the Company so long as such additional
duties, responsibilities and authorities are consistent with Employee’s position and level of authority as CFO of Skkynet.
Employee shall report directly to the Board of the Company. Subject to the control and general directions of the Board and except
as otherwise herein provided, Employee shall devote all necessary business time, best efforts and attention to promote and advance
the business of the Company, its parent, subsidiaries, including Cogent, and affiliates and to perform diligently and faithfully
all the duties, responsibilities and obligations of Employee to be performed by him under this Employment Agreement. Employee’s
duties shall include the ongoing management and oversight of the general business affairs and operations of the Company, its parent,
subsidiaries and affiliates. It is expressly understood that Employee also is and/or may become engaged in other limited business
activities not involving the Company. Any such independent activity shall be disclosed to the Audit Committee of the Company’s
Board in advance, and any such other business activities shall not unreasonably interfere with Employee’s performance of
his obligations under this Employment Agreement.






    	1



    	 	



    
 


 


Section 3.Term
of Employment. The term of employment of Employee by the Company pursuant to this Employment Agreement, which supersedes any
prior agreement between Company and Employee, shall be for the period (the “Employment Period”) commencing on April
16, 2012 (the “Commencement Date”) and ending on December 31, 2012 or later date that Employee’s employment is
extended in accordance with the provisions of this Employment Agreement (the “Termination Date”). So long as Employee
is in full compliance with all of the terms and conditions of this Employment Agreement, Employee is not in default under or in
breach of any of the covenants, agreements, representations or warranties set forth in this Employment Agreement and neither Employee
nor the Company has delivered a Notice of Termination (as hereinafter defined) to the other at least ninety (90) days prior to
expiration of the then-current Employment Period that the Employment Period shall not be extended, then this Employment Agreement
and the Employment Period shall automatically be extended for additional successive four (4) month periods.


 


Section 4.Place
of Employment. Employee’s principal place of work shall be Burnsville, MN 55337, provided, however, that Employee
shall travel to the principal offices of the Company in the Toronto, Ontario, area or such other locations as may be reasonably
designated by the Board and or management; upon reasonable notice but not more frequently than twice each calendar quarter; provided,
however, that the Board may not require that Employee permanently relocate to a place that is more than 50 miles from Burnsville,
MN 55337, measured as the radius in any direction from the center. The Company and Employee acknowledge that Employee’s principal
place of work is consistent with the extensive national and international business travel which may be required of Employee in
connection with the performance of his duties, responsibilities and authorities under this Agreement.


 


Section 5.Compensation.
During the Employment Period, subject to all the terms and conditions of this Employment Agreement and, except as otherwise provided
in Sections 9 or 10, as the case may be, as compensation for all services to be rendered by Employee under this Employment
Agreement, the Company shall pay to or provide Employee with the following:


 


5.01
Base Salary. The Company shall pay to Employee a base annual salary (the “Base Salary”) at the rate
of at least Forty Eight Thousand Dollars ($48,000) per year, payable at such intervals (at least monthly) as salaries are paid
generally to other executive officers of the Company. At least once each year on or before each January 1 during the Employment
Period, Employee’s Base Salary shall be reviewed by the Board and, at the discretion of the Board, may be increased to an
amount determined in good faith based upon a complete review of Employee’s performance under this Employment Agreement during
the prior year and the growth and profitability of the Company and Employee’s contributions thereto, which review shall be
communicated in writing to Employee.






    	2



    	 	



    
 


 


5.02
Cash Bonus. At the sole and exclusive discretion of the Board, the Company may pay to Employee an annual cash bonus
(the “Cash Bonus”) in an amount determined in good faith by the Board based upon a complete review of Employee’s
performance under this Employment Agreement during the current calendar year and the growth and profitability of the Company and
Employee’s contribution thereto. Any Cash Bonus payable to Employee pursuant to this Section 5.02 shall be payable,
if at all, on or before January 31, of each year during the Employment Period immediately following the prior calendar year then
ended, based upon Employee’s performance for the immediate prior calendar year. 


 


Section 6.Adherence to Standards.
Employee shall institute and comply with the written policies, standards, rules and regulations of the Company from time to time
established for all executive officers of the Company.


 


Section 7.Review
of Performance. The Board shall periodically review and evaluate the performance of Employee under this Employment Agreement
with Employee.


 


Section 8.Expenses.
The Company shall reimburse Employee for all reasonable, ordinary and necessary expenses (including, but not limited to, automobile
and other business travel and customer entertainment expenses) incurred by him in connection with his employment hereunder; provided,
however, Employee shall render to the Company a complete and accurate accounting of all such expenses in accordance with
the substantiation requirements of the applicable provisions of the revenue codes of the United States of America, (the “Code”),
as a condition precedent to such reimbursement. Employee will also follow all established guidelines relating to reimbursement
of expenses as may be promulgated by the Board.


 


Section 9.Termination
with Cause by the Company. This Employment Agreement may be terminated with Cause (as hereinafter defined) by the Company provided
that the Company shall (i) give Employee the Notice of Termination and (ii) pay Employee his annual base salary through
the Termination Date at the rate in effect at the time the Notice of Termination is given plus any bonus or incentive compensation
which have been earned or have become payable pursuant to the terms of this Employment Agreement or any compensation or benefit
plan as of the Termination Date, but which have not yet been paid. In addition, Employee shall have the right to exercise all options
that have vested through and including the Termination Date. 


 


Section 10.Termination
without Cause by the Company or by Employee. 


 


		(a)	This Employment Agreement may be terminated by (i) the Company by reason of the
death or Disability (as hereinafter defined) of Employee, (ii) the Company by giving Employee the Notice of Termination, (iii) 
Employee after giving the Company the Notice of Termination at least thirty (30) days prior to such termination. In the event of
termination of this Employment Agreement under this Section 10, the Company shall pay Employee his Base Salary through the
Termination Date at the rate in effect at the time the Notice of Termination is given plus any bonus or incentive compensation
which are due or have become payable pursuant to the terms of this Employment Agreement or any compensation or benefit plan as
of the Termination Date, but which have not yet been paid. In addition, Employee shall have the right to exercise all options that
have vested through and including the Termination Date. 



 






    	3



    	 	



    
 


 


	 	 	 



		(b)	This Section 10 shall not be interpreted so as to limit any benefits to which Employee,
as a terminated employee of the Company, or his family may be entitled under the Company’s life insurance, medical, hospitalization
or disability plans following the Termination Date or under applicable law. 



 


Section
10A. Termination with Cause by Employee. Employee may elect, by written Notice of Termination to the Company, said
Notice to be effective immediately upon receipt by the Company, to terminate his employment hereunder if:


 


(1)The Company sells
all or substantially all of its assets;


 


			



(2)The Company merges or
consolidates with, or undergoes a share exchange or other form of recapitalization with another business entity in a transaction
immediately following which the holders of all of the outstanding shares of the voting capital stock of the Company own less than
a majority of the outstanding shares of the voting capital stock of the resulting entity (whether or not the resulting entity
is the Company);


 


			



(3)More than Fifty (50%)
percent of the outstanding shares of the voting capital stock of the Company are acquired by a person or group (as such terms are
used in Section 13(d) of the Securities Exchange Act of 1934, as amended), which person or group includes neither Employee nor
the holders of the majority of the outstanding shares of the voting capital stock of the Company on the date hereof;


 


(4)The Company assigns
to Employee duties which would require him, as a practical matter, to permanently relocate
to a place that is more than 50 miles from Toronto measured as the radius in any direction from the Toronto center;


 


(5) If applicable, the
Employee is removed as a member of the Board of Directors and other than by vote of the Company’s stockholders at an annual
or special meeting of such stockholders; or


 


(6)The Company shall have engaged
in a material breach of this Agreement which for this purpose is defined as the occurrence of one or more of the following events
without Employee’s prior written consent:


 


			



(i) Employee is otherwise removed from the position(s) provided
for in this Agreement, for any reason other than the legal termination of his employment;


(ii) Employee is assigned any duties or responsibilities
that are inconsistent, in any significant respect, with the scope of duties and responsibilities associated with Employee’s
position;


(iii) Employee suffers a reduction in the authority, duties
or responsibilities associated with his position, on the basis of which he makes a determination in good faith that he can no longer
carry out such position in the manner contemplated at the time this Agreement was entered into;






    	4



    	 	



    
 


(iv) Employee’s Base Salary is decreased by the Company,
or his benefits or opportunities under any employee benefit or incentive plan or program of the Company or any other material benefit
specifically promised to Employee herein is or are materially reduced unless such benefit, plan, or program (but excluding Annual
Base Salary) is reduced or eliminated for all eligible employees of the Company on an equal basis;


(v) the Company fails to pay Employee any payments under
any bonus or incentive plans when such payments are due;


(vi) the Company fails to reimburse Employee for business
expenses in accordance with the Company’s policies, procedures or practices;


(vii) the Company fails to agree to or actually indemnify
Employee for his actions and/or inactions, as either an employee, director or officer of the Company, to the fullest extent permitted
by applicable law;


(viii) the Company fails to obtain a written agreement satisfactory
to the Executive from any successor or assignee of the Company to assume and perform this Agreement;


(ix) the Company’s breach or failure
to perform any of the indemnification obligations described in Section 13 of this Agreement including the failure to reimburse
Employee promptly for his expenses and the failure to maintain directors’ and officers’ liability insurance; or


(x) the Company purports to terminate the Employee’s
employment for cause and such purported termination of employment is not effected in accordance with the procedures required by
this Agreement, and for purposes of this Agreement, such purported termination of employment shall be invalid and of no force and
effect.


 


If the Employee elects to terminate
his employment hereunder pursuant to this Section 10A, (1) the Company shall continue to pay to Employee his base salary as provided
in Section 5.01 hereof through the end of the Term or any extensions thereof; (2) the Company shall pay to Employee the Bonus specified
in Section 5.02 hereof; (3) the Company shall continue to provide to Employee through the end of the Term the benefits provided
at the Execution Date of this Employment Agreement as amended or supplemented by the Board through the date of termination; and
(4) all of the options granted to Employee under Section 5.03 hereof to purchase shares of the common stock of the Company shall
vest immediately.


 


(7)No Mitigation. In the
event of the termination of this Agreement by the Employee as a result of a material breach by the Company of any of its obligations
hereunder, or in the event of the termination of the Employee’s employment by the Company in breach of this Agreement, the
Employee shall not be required to seek other employment in order to mitigate his damages hereunder.






    	5



    	 	



    
 


 


Section 11.Definitions.
In addition to the words and terms elsewhere defined in this Employment Agreement, certain capitalized words and terms used in
this Employment Agreement shall have the meanings given to them by the definitions and descriptions in this Section 11 unless
the context or use indicates another or different meaning or intent, and such definition shall be equally applicable to both the
singular and plural forms of any of the capitalized words and terms herein defined. The following words and terms are defined terms
under this Employment Agreement:


 


			11.01    “Disability” shall mean a physical or
mental illness which, in the judgment of the Company after consultation with the licensed physician attending Employee, impairs
Employee’s ability to substantially perform his duties under this Employment Agreement as an employee with or without reasonable
accommodation and as a result of which he shall have been absent from his duties with the Company on a full-time basis for three
(3) consecutive months.
	 	 	 



11.02
A termination with “Cause” shall mean a termination of this Employment Agreement by reason of (a) a good faith
determination by the Board that Employee (i) failed to substantially perform his duties with the Company (other than a failure
resulting from his incapacity due to physical or mental illness) after a written demand for substantial performance has been delivered
to him by the Board, which demand specifically identifies the manner in which the Board believes he has not substantially performed
his duties and Employee has failed to substantially perform as requested within a reasonable time, (ii) has engaged in conduct
the consequences of which are materially adverse to the Company, monetarily or otherwise, (iii) is found guilty of fraud,
dishonesty or other acts of gross misconduct or misfeasance in the performance of his duties under this Employment Agreement by
a court of competent jurisdiction whose decision is final and non-appealable (provided, however, that Employee’s Base Salary
shall continue to be paid until such decision is final and non-appealable), (iv) is found to be under the influence of illegal
drugs or other similar substance while performing his duties under this Employment Agreement or (v) is convicted of a felony
(provided, however, that Employee’s Base Salary shall continue to be paid until such conviction is final and non-appealable).
No act, or failure to act, on Employee’s part shall be grounds for termination with Cause unless he has acted or failed to
act with an absence of good faith or without a reasonable belief that his action or failure to act was in or at least not opposed
to the best interests of the Company. Not less than ten (10) business days before the Board’s consideration and adoption
of a resolution determining that Employee engaged in conduct specified in the first sentence of this Section 11.02, Employee
may, by written notice to the Board, cause the matter of the termination of his employment by the Company to be discussed at the
next regularly scheduled meeting of the Board or at a special meeting of the Board. The Board shall give Employee sufficient written
notice of its intention to schedule a meeting to discuss such termination so as to permit Employee time to prepare for said meeting.
Employee shall be entitled to be present and to be represented by counsel at such meeting which shall be conducted according to
a procedure deemed equitable by a majority of the directors present. If, at the conclusion of such meeting, it shall be determined
by a majority of the entire membership of the Board (exclusive of Employee) that Employee engaged in conduct specified in the first
sentence of Section 11.02, then the Board shall deliver the resolution specified in the next succeeding sentence. Notwithstanding
the foregoing, Employee shall not be deemed to have been terminated with Cause unless there shall have been delivered to him a
copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board (exclusive
of Employee) at a meeting of the Board called at least in part for that purpose finding that in the good faith opinion of the Board,
Employee engaged in conduct in the manner or of the type set forth above in the first sentence of this Section 11.02 and specifying
the particulars thereof in detail. 






    	6



    	 	



    
 


11.03
Notice of Termination. “Notice of Termination” shall mean a written notice which shall indicate the specific
termination provision in this Employment Agreement relied upon and shall set forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of Employee's employment under the provision so indicated; provided, however,
no such purported termination shall be effective without such Notice of Termination; provided further, however, any
purported termination by the Company or by Employee shall be communicated by a Notice of Termination to the other party hereto
in accordance with Section 3 of this Employment Agreement.


 


Section 12.Fees
and Expenses. The Company shall pay all legal fees and related expenses (including the costs of experts, evidence and counsel)
incurred by Employee as a result of a contest or dispute over Employee’s termination of employment if such contest or dispute
is resolved in Employee’s favor.


 


Section 13.Indemnification.
(a) In addition to any rights of Employee under the Company’s certificate of incorporation and by-laws, any agreement, or
any applicable Provincial or State law, the Company hereby agrees to hold harmless and indemnify Employee:


 


(i) Against any and all expenses (including attorney’s
fees and costs), judgments, fines and amounts paid in settlement actually and reasonable incurred by Employee in connection with
any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including
an action by or in the name of Company) to which Employee is, was or at any time becomes a party, or is threatened to be made a
party, by reason of the fact that Employee is, was or at any time becomes a director, officer, employee, consultant, or agent of
the Company, or is or was serving or at any time serves at the request of the Company as a Director, officer, employee, consultant,
partner, trustee or agent regardless of his subsequent title or position at another corporation, partnership, joint venture, trust
or other enterprise;


(ii) Otherwise to the fullest extent as may be provided
to Employee by the Company under the by-laws of the Company and Nevada Private Corporations Law (“PCL”).






    	7



    	 	



    
 


 


(b)No indemnity pursuant to this Section
13 shall be paid by Company:


 


(i) In respect to remuneration paid to Employee if it shall
be determined by a final judgment or other final adjudication which is non-appealable that such remuneration was in violation of
law;


(ii) On account of conduct which is finally adjudged to
have been willful misconduct by Employee; and


(iii) In a final decision by a Court having jurisdiction
in the matter shall determine that such indemnification to Employee is not lawful, and such decision is non-appealable.


 


(c)All agreements and obligations of the
Company contained herein shall continue during the period Employee is a director, employee, officer, consultant or agent of Company
(or is or was serving at the request of the Company as a director, officer, employee, partner, consultant or agent of another corporation,
partnership, joint venture, trust or other enterprise) and shall continue thereafter so long as Employee shall be subject to any
possible claim or threatened, pending or completed action, suit or proceeding, whether civil, criminal, or investigative, by reason
of the fact that Employee was an officer or director of Company or serving in any other capacity referred to herein.


 


(d)The Company shall not be liable to indemnify
Employee under this Employment Agreement for any amounts paid in settlement of any action or claim effected without its written
consent. The Company shall not settle any action or claim in any manner, which would impose any penalty or limitation on Employee
without Employee’s written consent or contain as part of the settlement any statement, description or assertion of wrongdoing
by Employee. Neither the Company nor Employee will unreasonably withhold their consent to any proposed settlement.


 


(e)The Company will pay all Employee fees,
costs and expenses incurred under, or related to, Employee’s indemnification under this Section 13, including all legal and
accounting bills, immediately upon the presentment of bills for such expenses. Employee agrees that Employee will reimburse Company
for all reasonable expenses paid by Company in defending any civil or criminal action, suit or proceeding against Employee in the
event and only to the extent that it shall be ultimately determined without right of further appeal that Employee is not entitled
to be indemnified by Company for such expenses. This Agreement shall not affect any rights of Employee against Company, any insurer,
or any other person to seek indemnification or contribution.


 


(f)If Company fails to pay any expenses
(including without limiting the generality of the foregoing, legal fees and expenses incurred in defending any action, suit or
proceeding), Employee shall be entitled to institute suit against Company to compel such payment and Company shall pay Employee
all costs and legal fees incurred in enforcing such right to prompt payment.


 


(g)To the extent allowable under Nevada
law, the burden of proof with respect to any proceeding or determination with respect to Employee’s entitlement to indemnification
under this Employment Agreement shall be on Company.






    	8



    	 	



    
 


 


(h)If any provision of this Section 13 shall
be determined as conflicting with any provision of (1) Company’s articles of incorporation and by-laws, (2) Nevada law, or
(3) the provisions of any other agreement between the parties as to indemnification, and such other document or law would provide
Employee with greater rights to benefits of indemnification, then such other document or law shall prevail; it being the intention
of the parties hereto to provide maximum indemnification to Employee. Otherwise, unless prohibited by law, any document or law
which affords Employee with greater rights of indemnification by Company than do the provisions of this Employment Agreement shall
have superiority over the provisions of this Employment Agreement.


 


(i) In support of its obligations hereunder, the Company
agrees to maintain a director’s and officer’s liability and other insurance policies covering the Employee and further
agrees that these policies shall be maintained both during and after the end of the Term of employment so as to provide as broad
and as complete coverage as is reasonably available in relation both to the Employee’s position during the Term of Employment
and to any claims arising thereafter but related to said Term of Employment.


 


Section 14.Notices.
For the purposes of this Employment Agreement, notices and all other communications provided for in the Employment Agreement shall
be in writing and shall be deemed to have been duly given when personally delivered or sent by certified mail, return receipt requested,
postage prepaid, or by expedited (overnight) courier service, shipping prepaid or billed to sender, in either case addressed to
the respective addresses last given by each party to the other (provided that all notices to the Company shall be directed to the
attention of the Board with a copy to the Secretary of the Company) or to such other address as either party may have furnished
to the other in writing in accordance herewith. All notices and communication shall be deemed to have been received on the date
of delivery thereof, on the third business day after the mailing thereof, or on the second day after deposit thereof with an expedited
courier service, except that notice of change of address shall be effective only upon receipt.


 


Section 15.Life
Insurance. The Company may, at any time after the execution of this Employment Agreement, apply for and procure as owner and
for its own benefit, life insurance on Employee, in such amounts and in such form or forms as the Company may determine. Employee
shall, at the request of the Company, submit to such medical examinations, supply such information, and execute such documents
as may be required by the insurance company or companies to whom the Company has applied for such insurance. Employee hereby represents
that to his knowledge he is in good physical and mental condition and is not under the influence of illegal drugs or similar substance.


 


Section 16.Proprietary
Information and Inventions. Employee understands and acknowledges that:


 


16.01Trust.
Employee’s employment creates a relationship of confidence and trust between Employee and the Company with respect to certain
information applicable to the business of the Company, its parent, subsidiaries and affiliates (collectively, the “Group”)
or applicable to the business of any licensee, vendor or customer of any of the Group, which may be made known to Employee by the
Group or by any licensee, vendor or customer of any of the Group or learned by Employee during the Employment Period.


 



    	9



    	 	



    



 


16.02Proprietary
Information. The Company and its subsidiary, Cogent, possess and will continue to possess information that has been created,
discovered, or developed by, or otherwise become known to, the Company or Cogent (including, without limitation, information created,
discovered, developed or made known to by Employee during the period of or arising out of his employment by the Company) or in
which property rights have been or may be assigned or otherwise conveyed to the Company or Cogent, which information has commercial
value in the business in which the Company is engaged and is treated by the Company as confidential. Except as otherwise herein
provided, all such information is hereinafter called “Proprietary Information”, which term, as used herein, shall also
include, but shall not be limited to, data, functional specifications, computer programs, know-how, research, patents, inventions,
discoveries, processes, procedures, formulae, technology, improvements, developments, designs, marketing plans, strategies, forecasts,
new products, unpublished financial statements, budgets, projections, licenses, prices, costs, and customer, supplier and potential
acquisition candidates lists. Notwithstanding anything contained in this Employment Agreement to the contrary, the term “Proprietary
Information” shall not include (i) information which is in the public domain, (ii) information which is published
or otherwise becomes part of the public domain through no fault of Employee, (iii) information which Employee can demonstrate
was in Employee’s possession at the time of disclosure and was not acquired by Employee directly or indirectly from any of
the Company on a confidential basis, (iv) information which becomes available to Employee on a non-confidential basis from
a source other than any of the Company and which source, to the best of Employee’s knowledge, did not acquire the information
on a confidential basis, or (v) information belonging to other entities.


 


All Proprietary
Information shall be the sole property of the Company and Cogent, and their respective assigns. Employee assigns to the Company
or Cogent, as may be required under Cogent’s contractual obligations to its licensors, any rights Employee may have or acquire
in such Proprietary Information. At all times, both during Employee’s employment by the Company and after its termination,
Employee shall keep in strictest confidence and trust all Proprietary Information, and Employee shall not use or disclose any Proprietary
Information without the written consent of the Company, except as may be necessary in the ordinary course of performing Employee’s
duties as an employee of the Company. Notwithstanding the foregoing, Employee agrees that all Proprietary Information shall be
kept in confidence by Employee for a period of at least three (3) years after the Termination Date of this Employment Agreement.






    	10



    	 	



    
 


 


Section 17.Inventions.
Any and all inventions, conceptions, processes, discoveries, improvements, patent rights, letter patents, programs, copyrights,
trademarks, trade names and applications therefore relating to technology used by the Company and Cogent, in the United States,
Canada and other countries, and any and all rights and interest in, to and under the same, that are conceived, made, acquired,
or possessed by Employee, alone or with other employees, during the term of this Employment Agreement shall become the exclusive
property of the Company or Cogent, as may be required under Cogent’s contractual obligations to its licensors, and shall
at all times and for all purposes be regarded as acquired and held by Employee in a fiduciary capacity for the sole benefit of
the Company and Cogent, and the Employee hereby assigns and agrees to assign the same to Company or Cogent, as the case may be,
without further compensation. Employee agrees that, upon request, he will promptly make all disclosures, execute all applications,
assignments or other instruments and perform all acts whatsoever necessary or desired by the Company or Cogent to vest and confirm
in it, its successors, assigns and nominees, fully and completely, all rights and interests created or contemplated by this Section.


 


Section 18.Surrender
of Documents. Employee shall, at the request of the Company, promptly surrender to the Company or its nominee any Proprietary
Information or document, memorandum, record, letter or other paper in his possession or under his control relating to the operation,
business or affairs of the Group.


 


Section 19.Prior
Employment Agreements. Employee represents and warrants that Employee’s performance of all the terms of this Employment
Agreement and as an employee of the Company does not, and will not, breach any agreement to keep in confidence proprietary information
acquired by Employee in confidence or in trust prior to Employee’s employment by the Company. Employee has not entered into,
and shall not enter into, any agreement, either written or oral, which is in conflict with this Employment Agreement or which would
be violated by Employee entering into, or carrying out his obligations under, this Employment Agreement. 


 


Section 20.Restrictive
Covenant. Except as provided herein and/or as agreed by the Board of the Company, Employee acknowledges and recognizes Employee’s
possession of Proprietary Information and the highly competitive nature of the business of the Group and, accordingly, agrees that
in consideration of the covenants and conditions contained herein Employee shall not, during the Employment Period, (i) directly
or indirectly engage in any new Business Activities that do not involve the Group that relate to the provision of connectivity
and real time monitoring of data acquisition services to various industries and making the data available in real time over a network
using industry standard protocols, and providing the same services through the use of cloud computing techniques, whether such
engagement shall be as an employer, officer, director, owner, employee, consultant, stockholder, partner or other participant,
(ii) assist others in engaging in any Business Activities in the manner described in the foregoing clause (i), or (iii) induce
employees of the Group to terminate their employment with the Group or engage in any Business Activities in the world. Employee
shall not for a period of one (1) year following the termination of this Agreement, for any customer and/or active potential customer
of the Group that was such a customer or potential customer as of the date of termination, attempt to contact or solicit said customer
or potential customer to provide like services and/or performance as had been or was proposed to be provided by the Group.






    	11



    	 	



    
 


 


Section 21Remedies.
The parties hereto acknowledge and agree that the a remedy at law for a breach or a threatened breach of the provisions of Sections
16, 17, 18 and 20 herein would be inadequate, and in recognition of this fact, in the event of a breach or threatened breach of
any of such provisions, it is agreed that the parties shall be entitled to equitable relief in the form of specific performance,
a temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available, without
posting bond or other security. No remedy herein conferred is intended to be exclusive of any other remedy, and each and every
such remedy shall be cumulative and shall be in addition to any other remedy given hereunder now or hereinafter existing at law
or in equity or by statute or otherwise.


 


Section 22.Successive
Employment Notice. In the event this Employment Agreement is terminated by Employee pursuant to Section 10, within five (5)
business days after the Termination Date, Employee shall provide notice to the Company of Employee’s next intended employment.
If such employment is not known by Employee at such date, Employee shall notify the Company immediately upon determination of such
information. Employee shall continue to provide the Company with notice of Employee’s place and nature of employment and
any change in place or nature of employment during the period ending one (1) year after the Termination Date.


 


Section 23.Successors.
This Employment Agreement shall be binding on the Company and any successor to any of its businesses or assets. Without limiting
the effect of the prior sentence, the Company shall require any successor or assign (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree
to perform this Employment Agreement in the same manner and to the same extent that the Company would be required to perform it
if no such succession or assignment had taken place. The Company’s failure to obtain said assumption shall be a breach of
this Employment Agreement under Section 10A hereof. As used in this Employment Agreement, “Company” shall mean the
Company as hereinbefore defined and any successor or assign to its business and/or assets as aforesaid which assumes and agrees
to perform this Employment Agreement or which is otherwise obligated under this Agreement by the first sentence of this Section 23,
by operation of law or otherwise.


 


Section 24.Binding
Effect. This Employment Agreement shall inure to the benefit of and be enforceable by Employee’s personal and legal representatives,
executors, administrators, successors, heirs, distributees, devisees and legatees. If Employee should die while any amounts would
still be payable to him hereunder if he had continued to live, all such amounts, unless otherwise provided herein, shall be paid
in accordance with the terms of this Employment Agreement to Employee’s estate.


 


Section 25.Modification
and Waiver. No provision of this Employment Agreement may be modified, waived or discharged unless such waiver, modification
or discharge is agreed to in writing and signed by Employee and such officer as may be specifically designated by the Board. No
waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision
of this Employment Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time.






    	12



    	 	



    
 


 


Section 26.Headings.
Headings used in this Employment Agreement are for convenience only and shall not be used to interpret or construe its provisions.


 


Section 27.Waiver
of Breach. The waiver of either the Company or Employee of a breach of any provision of this Employment Agreement shall not
operate or be construed as a waiver of any subsequent breach by either the Company or Employee. Any such waiver must be in writing
signed by the party against whom the waiver is sought to be enforced or asserted. 


 


Section 28.Amendments.
No amendments or variations of the terms and conditions of this Employment Agreement shall be valid unless the same is in writing
and signed by all of the parties hereto.


 


Section 29.Severability.
The invalidity or unenforceability of any provision of this Employment Agreement, whether in whole or in part, shall not in any
way affect the validity and/or enforceability of any other provision herein contained. Any invalid or unenforceable provision shall
be deemed severable to the extent of any such invalidity or unenforceability.


 


Section 30.Governing
Law; Arbitration. 


 


(a) Governing
Law. This Employment Agreement shall be construed and enforced pursuant to the laws of the Province of Ontario, Canada.


 





(b)
Arbitration. (1) Any unresolved controversy or claim arising out of, in connection with, under or relating to this
Agreement, shall be submitted to arbitration (the “Arbitration”) before the Toronto Commercial Arbitration Society
(“TCA”) using the rules under the Ontario Commercial Arbitration Act then in effect, as modified by this Agreement.
In the Arbitration Notice provided to the Respondent by the Claimant in accordance with this Section 30, the Claimant shall propose
a single duly qualified arbitrator. Within fifteen (15) Business Days thereafter, the Respondent shall give notice to the Claimant
advising whether the Respondent accepts the arbitrator proposed by the Claimant, or suggest an alternative arbitrator. If notice
is not given within the fifteen (15) Business Day period, the Respondent shall be deemed to have accepted the arbitrator proposed
by the Claimant. In the event that the parties cannot agree on a single arbitrator within the fifteen (15) day period, the arbitrator
shall be selected in accordance with the International Commercial Arbitration Act of the Province of Ontario. No such arbitrator
shall have previously been employed by either party and shall not have a direct or indirect interest in either party or the subject
matter of the arbitration.


(2) The arbitration
shall take place in Toronto, Ontario in English. Judgment upon any award rendered in such arbitration will be binding and may be
entered in any court having jurisdiction thereof including for this purpose the Superior Court of Justice of the Province of Ontario
(“Superior Court”). Both parties agree and consent to the personal jurisdiction of the Superior Court for all purposes
relating to the Arbitration including any equitable relief, and the entry of judgment upon, and enforcement of, any award.


(3) There shall be
limited discovery prior to the Arbitration hearing as follows: (i) exchange of witness lists and copies of documentary evidence
and documents relating to or arising out of the issues to be arbitrated, (ii) depositions of all party witnesses and (iii) such
other depositions as may be allowed by the arbitrator only upon a showing of good cause. Depositions shall be conducted in accordance
with the rules of the Act.






    	13



    	 	



    
 


(4) A court reporter
shall record all hearings, with such record constituting the official transcript of such proceedings. The arbitrator shall be required
to provide in writing to the parties the basis for the award or order of such arbitrator. The arbitrator shall have no power and
authority to award punitive, exemplary, incidental and consequential (including without limitation lost profits) damages in favor
of one party against the other party in the Arbitration. Each party shall bear its own legal costs and expenses in connection with
the Arbitration; provided, however, that the arbitrator shall make an award of legal fees, and all other costs and expenses
of the Arbitration to the prevailing party as part of any Arbitration award including (i) the filing fees for the Arbitration and
(ii) the stenographic costs of transcription. The arbitrator’s fees shall be divided equally between the parties.


(5) The parties hereto agree that all
arbitration proceedings hereunder, as well as the fact of their occurrence, shall be kept confidential by the parties hereto and
may only be disclosed to their personal representatives and legal and other professional advisors or as required by law and insofar
as is necessary to obtain, confirm, correct, vacate or enforce the decision or award. In the event of a breach of the preceding
sentence, the Arbitrator shall be authorized to assess damages and each of the parties hereto consents to the expansion of the
scope of arbitration for such purpose. The pendency of any arbitration under this Section 30 shall not relieve any party hereto
from the performance of its obligations under this Agreement and nothing in this Section 30 shall preclude a party hereto from
instituting legal action seeking relief in the nature of a restraining order, an injunction, an audit, the enforcement of any
encumbrances or the like in order to protect his rights pending the outcome of an arbitration hereunder and, if any party hereto
shall resort to legal action for such types of relief, such party shall not be deemed to have waived its rights to cause such
matter or any other matter to be referred to arbitration pursuant to this Section 30. The Arbitrator shall have authority to grant
injunctive relief, award specific performance, and other forms of equitable relief, and impose sanctions upon any party to any
such arbitration; provided that, no party to the arbitration may seek, and the Arbitrator shall not (and shall not be entitled
or authorized to) award, punitive, aggravated or exemplary damages.


 


Section 31.Counterparts.
This Agreement may be executed in any number of counterparts and any party hereto may execute any such counterpart, each of which
when executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute but
one and the same instrument. This Agreement shall become binding when one or more counterparts taken together shall have been executed
and delivered by all of the parties hereto. This Agreement may be signed in any number of counterparts or by facsimile signature,
or by scanned PDF attached signature, each of which shall be an original, with the same effect as if all signatures were on the
same instrument and were original signatures.


 


Section 32.
Survival. The provisions of Sections 10, 10A, 12, 13, 16 and 30 herein shall survive termination of this Employment Agreement
for any reason.


 


Section 33.Sections.
Unless the context requires a different meaning, all references to “Sections” in this Agreement shall mean the Section
of this Agreement.






    	14



    	 	



    
 


 


Section 34.Publicity.
Press releases and other publicity materials relating to the transactions contemplated by this Employment Agreement shall be released
by the parties hereto only after review and with the consent of the other party; provided, however, that if legal
counsel for the Company advises the Company that disclosure of this Employment Agreement is required under applicable federal or
state securities laws, then the Company shall be permitted to make such disclosure in the form recommended by such legal counsel
without the prior consent of Employee.


 


IN
WITNESS WHEREOF, this Employment Agreement has been duly executed by the Company and Employee as of the date first above written.


SKKYNET CLOUD SYSTEMS, INC.


 


By: /s/ Andrew
S. Thomas                          


Andrew S. Thomas,
CEO


 


By: /s/ Lowell
T. Holden                             


Lowell T. Holden,
Employee


 


 


 


 


 






    	15