DIRECTOR
AGREEMENT


 


This
DIRECTOR AGREEMENT is made as of July 17, 2019 (the “Agreement”), by and between Surge Holdings, Inc., a Nevada
corporation (the “Company”), and David N. Keys, an individual with an address of                                     
(the “Director”).


 


WHEREAS,
the Company appointed the Director on July 17, 2019, and desires to enter into an agreement with the Director with respect to
such appointment; and


 


WHEREAS,
the Director is willing to accept such appointment and to serve the Company on the terms set forth herein and in accordance with
the provisions of this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows:


 


1.
Position. Subject to the terms and provisions of this Agreement, the Company shall cause the Director to be appointed,
and the Director hereby agrees to serve the Company in such position, upon the terms and conditions hereinafter set forth, provided,
however, that the Director’s continued service on the Board of Directors of the Company (the “Board”)
after the next annual stockholders’ meeting shall be subject to approval by the Company’s stockholders.


 


2.
Duties.


 


(a)
During the Directorship Term (as defined herein), the Director shall make reasonable business efforts to attend all Board meetings,
serve on appropriate subcommittees as reasonably requested by the Board, make himself available to the Company at mutually convenient
times and places, attend external meetings and presentations, as appropriate and convenient, and perform such duties, services
and responsibilities, and have the authority commensurate to such position.


 


(b)
The Director will use his best efforts to promote the interests of the Company. The Company recognizes that the Director (i) is
or may become a full-time executive employee of another entity and that his responsibilities to such entity must have priority
and (ii) sits or may sit on the board of directors of other entities. Notwithstanding the same, the Director will use reasonable
business efforts to coordinate his respective commitments so as to fulfill his obligations to the Company and, in any event, will
fulfill his legal obligations as a Director. Other than as set forth above, the Director will not, without the prior notification
to the Board, engage in any other business activity which could materially interfere with the performance of his duties, services
and responsibilities hereunder or which is in violation of the reasonable policies established from time to time by the Company,
provided that the foregoing shall in no way limit his activities on behalf of (i) any current employer and its affiliates
or (ii) the board of directors of any entities on which he currently sits. At such time as the Board receives such notification,
the Board may require the resignation of the Director if it determines that such business activity does in fact materially interfere
with the performance of the Director’s duties, services and responsibilities hereunder.


 




    	 	 	 



    	 



    

 


3.
Compensations.


 


(a)
Cash Stipend.


 


[RESERVED]


 


(b)
Common Stock.


 


[RESERVED]


 


(c)
Stock Options.


 


[RESERVED]


 


(d)
Independent Contractor. The Director’s status during the Directorship Term shall be that of an independent contractor and
not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration
made or provided to the Director under this Section 3 shall be made or provided without withholding or deduction of any kind,
and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewith.


 


(e)
Expense Reimbursements. During the Directorship Term, the Company shall reimburse the Director for (i) all reasonable out-of-pocket
expenses incurred by the Director in attending any in-person meetings, provided that the Director complies with the generally
applicable policies, practices and procedures of the Company for submission of expense reports, receipts or similar documentation
of such expenses, and (ii) any costs associated with filings required to be made by the Director or any of the entities managed
or controlled by Director to report beneficial ownership or the acquisition or disposition of securities of the Company. Any reimbursements
for allocated expenses (as compared to out-of-pocket expenses of the Director) must be approved in advance by the Company.


 


4.
Directorship Term. The “Directorship Term,” as used in this Agreement, shall mean the period commencing
on the date hereof and terminating on the earlier of the date of the next annual stockholders meeting and the earliest of the
following to occur:


 


(a)
the death of the Director;


 


(b)
the termination of the Director from his membership on the Board by the mutual agreement of the Company and the Director;


 


(c)
the removal of the Director from the Board by the majority stockholders of the Company; and


 


(d)
the resignation by the Director from the Board.


 




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5.
Director’s Representation and Acknowledgment. The Director represents to the Company that his execution and performance
of this Agreement shall not be in violation of any agreement or obligation (whether or not written) that he may have with or to
any person or entity, including without limitation, any prior or current employer. The Director hereby acknowledges and agrees
that this Agreement (and any other agreement or obligation referred to herein) shall be an obligation solely of the Company, and
the Director shall have no recourse whatsoever against any officer, director, employee, stockholder, representative or agent of
the Company or any of their respective affiliates with regard to this Agreement.


 


6.
Director Covenants.


 


(a)
Unauthorized Disclosure. The Director agrees and understands that in the Director’s position with the Company, the Director
has been and will be exposed to and receive information relating to the confidential affairs of the Company, including, but not
limited to, technical information, business and marketing plans, strategies, customer information, other information concerning
the Company’s products, services, promotions, development, financing, expansion plans, business policies and practices,
and other forms of information considered by the Company to be confidential, and proprietary and in the nature of trade secrets.
The Director agrees that during the Directorship Term and thereafter, the Director will keep such information confidential and
will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent
of the Company; provided, however, that (i) the Director shall have no such obligation to the extent such information
is or becomes publicly known or generally known in the Company’s industry other than as a result of the Director’s
breach of his obligations hereunder and (ii) the Director may, after giving prior notice to the Company to the extent practicable
under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or judicial
or regulatory process. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination
of the Directorship Term, the Director will promptly return to the Company and/or destroy at the Company’s direction all
property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys,
maps, logs, machines, technical data, other product or document, and any summary or compilation of the foregoing, in whatever
form, including, without limitation, in electronic form, which has been produced by, received by or otherwise submitted to the
Director in the course or otherwise as a result of the Director’s position with the Company during or prior to the Directorship
Term, provided that the Company shall retain such materials and make them available to the Director if requested by him
in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable
satisfaction of the Company that the materials are necessary to his defense in the litigation and (ii) the confidentiality of
the materials is preserved to the reasonable satisfaction of the Company.


 


(b)
Non-Solicitation. During the Directorship Term and for a period of three (3) years thereafter, the Director shall not interfere
with the Company’s relationship with, or endeavor to entice away from the Company, any person who, on the date of the termination
of the Directorship Term and/or at any time during the one year period prior to the termination of the Directorship Term, was
an employee or customer (including those reasonably expected to be a customer) of the Company or otherwise had a material business
relationship with the Company.


 




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(c)
Remedies. The Director agrees that any breach of the terms of this Section 6 would result in irreparable injury and damage to
the Company for which the Company would have no adequate remedy at law. The Director therefore also agrees that in the event of
said breach or any threat of breach, the Company shall be entitled to an immediate injunction and restraining order to prevent
such breach and/or threatened breach and/or continued breach by the Director and/or any and all entities acting for and/or with
the Director, without having to prove damages or paying a bond, in addition to any other remedies to which the Company may be
entitled at law or in equity. The terms of this paragraph shall not prevent the Company from pursuing any other available remedies
for any breach or threatened breach hereof, including, but not limited to, the recovery of damages from the Director. The Director
acknowledges that the Company would not have entered into this Agreement had the Director not agreed to the provisions of this
Section 6.


 


(d)
The provisions of this Section 6 shall survive any termination of the Directorship Term, and the existence of any claim or cause
of action by the Director against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense
to the enforcement by the Company of the covenants and agreements of this Section 6.


 


7.
Indemnification. The Company agrees to indemnify the Director for his activities as a member of the Board as set forth
in the Director and Officer Indemnification Agreement attached hereto as Exhibit A.


 


8.
Non-Waiver of Rights. The failure to enforce at any time the provisions of this Agreement or to require at any time performance
by the other party hereto of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or to
affect either the validity of this Agreement or any part hereof, or the right of either party hereto to enforce each and every
provision in accordance with its terms. No waiver by either party hereto of any breach by the other party hereto of any provision
of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions at that time
or at any prior or subsequent time.


 


9.
Notices. Every notice relating to this Agreement shall be in writing and shall be given by personal delivery, overnight
delivery or by registered or certified mail, postage prepaid, return receipt requested; to:


 


If
to the Company:


 


Surge
Holdings, Inc.


3124
Brother Blvd, Suite 104


Bartlett,
TN 38133


Attn:
Kevin Brian Cox, Chief Executive Officer


Telephone:
(800) 760-9689


Facsimile:


 




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with
a copy (which shall not constitute notice) to:


 


Lucosky
Brookman LLP


101
Wood Avenue South


Woodbridge,
New Jersey 08830


Attn:
Joseph M. Lucosky, Esq.


Telephone:
(732) 395-4400


Facsimile:
(732) 395-4401


 


If
to the Director:


 


David
Keys


	 
	 
	 
	 



 


Either
of the parties hereto may change their address for purposes of notice hereunder by giving notice in writing to such other party
pursuant to this Section 9.


 


10.
Binding Effect/Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their
respective heirs, executors, personal representatives, estates, successors (including, without limitation, by way of merger) and
assigns, as applicable. Notwithstanding the provisions of the immediately preceding sentence, neither the Director nor the Company
shall assign all or any portion of this Agreement without the prior written consent of the other party.


 


11.
Entire Agreement. This Agreement (together with the other agreements referred to herein) sets forth the entire understanding
of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, written or oral, between
them as to such subject matter.


 


12.
Severability. If any provision of this Agreement, or any application thereof to any circumstances, is invalid, in whole
or in part, such provision or application shall to that extent be severable and shall not affect other provisions or applications
of this Agreement.


 


13.
Governing Law. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced
in accordance with, the laws of the State of Nevada, without regard to its conflict of laws rules. The parties hereto hereby irrevocably
and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought
in any court of the State of Nevada (the “Nevada Court”), and not in any other state or federal court in the
United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Nevada
Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) waive any objection
to the laying of venue of any such action or proceeding in the Nevada Court, and (v) waive, and agree not to plead or to make,
any claim that any such action or proceeding brought in the Nevada Court has been brought in an improper or inconvenient forum.


 






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14.
Legal Fees. The parties hereto agree that the non-prevailing party in any dispute, claim, action or proceeding between
the parties hereto arising out of or relating to the terms and conditions of this Agreement or any provision thereof (a “Dispute”),
shall reimburse the prevailing party for reasonable attorney’s fees and expenses incurred by the prevailing party in connection
with such Dispute; provided, however, that the Director shall only be required to reimburse the Company for its
fees and expenses incurred in connection with a Dispute if the Director’s position in such Dispute was found by the court,
arbitrator or other person or entity presiding over such Dispute to be frivolous or advanced not in good faith.


 





15.
Modifications. Neither this Agreement nor any provision hereof may be modified, altered, amended or waived except by an
instrument in writing duly signed by the party to be charged.


 


16.
Tense and Headings. Whenever any words used herein are in the singular form, they shall be construed as though they were
also used in the plural form in all cases where they would so apply. The headings contained herein are solely for the purposes
of reference, are not part of this Agreement and shall not in any way affect the meaning or interpretation of this Agreement.


 


17.
Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original
but all of which together shall constitute one and the same instrument.


 


[-Signature
Page Follows-]


 




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IN
WITNESS WHEREOF, the Company has caused this Director Agreement to be executed by authority of its Board of Directors,
and the Director has hereunto set his hand, on the day and year first above written.


 


	SURGE
    HOLDINGS, INC.	 
	 	 	 
	By: 	/s/
    Kevin Brian Cox	 
	 	Kevin
    Brian Cox	 
	 	Chief Executive Officer	 


 


	DIRECTOR	 
	 	 
	/s/
    David Keys	 
	David
    Keys, an individual	 


 




    	 



    	 



    

 


EXHIBIT
A


 


DIRECTOR
AND OFFICER INDEMNIFICATION AGREEMENT


 


See
attached.


 


[Exhibit
A to Director Agreement]