October
22, 2018


 


Confidential


 


Mr.
Dennis Vadura


Chief
Executive Officer


Badu
Networks, Inc.


2640
Main Street


Irvine,
CA 92614


 


Dear
Dennis:


 


It
has been a pleasure working with you these past 2 1⁄2 months in connection with the Tech Central, Inc. reverse merger transaction.
While upon the advice of Lou Brilleman and myself you agreed that the better view was to terminate the reverse merger transaction
I am pleased that you have decided to take Badu Networks, Inc. (the “Company”) public via the filing of a S-1 registration
statement. This is a much cleaner approach.


 


As
my October 1, 2018 email indicated I believe it is time to memorialize our relationship going forward and describe the nature
of the services Danson Partners, LLC (“DP”) will provide you and the Company.


 


We
are excited to continue our working relationship and to assist in the Company’s growth and public market value. We are pleased
to provide you and the Company with strategic business, management consulting, public markets assistance and tax and financial
advisory services. The terms, conditions and services to be performed by DP are set forth below:


 


Services
and Duties of DP:


 


	 	1.	Responsibilities
	 	 	 
	 	(a)	The
    Company hereby retains the services of DP to provide the functions customarily provided by an independent Management and Financial
    Advisor of a company like Badu Networks, Inc. Those functions include, but are not limited to, oversight of the Company’s
    financial affairs as requested by you, strategic business and financial advice, working with the Company’s Chief Financial
    Officer and independent auditors in connection with the filing of the Company’s quarterly and annual SEC filings, working
    with external SEC counsel (Louis Brilleman) and Yorkville Advisors Global L.P on financing and SEC matters, review and filing
    of the Registration Statement in association with the financing provided by Yorkville Advisors Global L.P., M&A advisory
    services in conjunction with identifying possible target companies and proposed acquisitions by the Company and the financing
    of such acquisitions, project management services, tax planning and structuring, assistance in arranging bank and other institutional
    debt and equity financing, and if necessary, arranging and attending meetings with various broker dealers and retail equity
    institutions. Moreover, DP will interact on behalf of the Company with Wall Street broker dealers, market makers and analysts
    to generate public awareness of the Company’s unique product and services. DP shall commit the required number of hours
    during each month to perform its duties.


 




    	 



     


    

 


Badu
Networks, Inc.


Page
2 of 7


 


	 	(b)	Review
    the business, operations and financial projections of the Company so as to enable DP to provide advice to the Company;
	 	 	 
	 	(c)	Assist
    the Company in seeking to identify and evaluate potential merger candidates and per (a) above and manage the transaction and,
    in appropriate instances, negotiate on the Company’s behalf;
	 	 	 
	 	(d)	Assist
    in the formulation of the terms and structure of any reasonable proposed equity or debt financing or business transaction
    involving the Company;
	 	 	 
	 	(e)	The
    Company and its senior management shall cooperate with DP as it carries out its responsibilities under this agreement as shall
    DP with them. Without limiting the foregoing, Company senior management shall respond promptly to all requests for information
    and assistance, which are reasonably requested by DP, as shall DP to management’s requests.


 




    	 



     


    

 


Badu
Networks, Inc.


Page
3 of 7


 


2.     Term.





 


Subject
to the termination provisions set forth in Section 7 hereof, the term of this Agreement shall be for a period of 24 months commencing
from the date (“Effective Date”) of this Agreement (the “Term”); provided, however, that this Agreement
will, unless otherwise noted, automatically renew for an additional one-year term under the same terms and conditions except that
the monthly fee pursuant to Section 3 below will be $12,500 per month.


 


3.     DP
Fees


 


(a)       In
consideration for the services to be provided by DP under Section 1 above, the Company agrees to pay to DP a fee of $7,500 per
month for the first twelve months of this Agreement and $10,000 per month for the second twelve months of this Agreement. For
avoidance of doubt, the term of this Agreement shall be 2 (two) years commencing on the Effective Date. At DP’s option,
the monthly fee may be paid in whole or in part in restricted stock at a price to be mutually agreed to by both DP and the Company.
The monthly retainer is payable in advance on the first day of each calendar month during the term of this agreement;


 


(b)       As
additional compensation for the services to be rendered by DP hereunder, the Company also agrees to issue 1,000,000 shares of
Company common stock.


 


(c)       In
consideration for the services performed by DP to date, the Company agrees to pay DP $20,000 in cash and $30,000 in common stock
valued at a price not to exceed $.05 per share;


 


(d)       All
shares issued to DP under the terms of this agreement will carry piggyback registration rights.


 


(e)       The
parties hereby agree that the fees under this Section 2 (a) above shall be re-evaluated on the one-year anniversary of the Effective
Date of this Agreement in order to take into effect the time commitment of DP and the results of DP’s services to the Company.
At such time, such fees under Section 3 (a) above shall be increased or decreased as both parties mutually agree to. In addition,
both parties shall determine the nature and/or the amount of any Incentive Fee that Danson Partners shall be entitled to.


 




    	 



     


    

 


Badu
Networks, Inc.


Page
4 of 7


 


		4.	Confidentiality
                                         and Use of Information.



 


The
Company shall, at its own cost and expense, furnish DP with such information as is reasonably available to the Company (all furnished
information being the “Information”) as DP from time-to-time considers necessary and appropriate to assist DP to provide
the strategic business advice and management consulting and capital markets services that are the subject of this Agreement. The
Company recognizes and confirms that DP (a) may use and rely entirely on the Information and on information available from generally
recognized public sources in rendering the services contemplated by this Agreement without having independently verified the same;
(b) does not assume responsibility for the accuracy or completeness of, nor will it independently verify, the Information and
such other information; and (c) will not make an appraisal of any assets of the Company or target Companies. The Company will
promptly notify DP if the Company learns of any material inaccuracy or misstatement in, or material omission from, any Information.
DP agrees to maintain the confidentiality of all information supplied to it by the Company, subject to any disclosure obligations
under applicable law, and to use such information solely in connection with the performance of its services hereunder. DP agrees
not to make any representation regarding the Company, its finances, business and affairs, nor provide any written materials to
third parties, in connection with its engagement by the Company, except as have been prepared or approved by the Company or which
may be publicly available.


 


		5.	Expenses.



 


In
addition to the fees described above, the Company shall reimburse DP from time-to-time upon written request for its reasonable
itemized out-of-pocket expenses (including reasonable legal fees and expenses) incurred in connection with or arising out of DP’s
performance of its services under this Agreement.


 




    	 



     


    

 


Badu
Networks, Inc.


Page
5 of 7


 


		6.	Indemnification.



 


If
DP becomes involved in any capacity in any action, proceeding or investigation brought by or against any person, including security
holders of the Company or any Company affiliate or shareholders, in connection with any services rendered pursuant to or matters
which are the subject of or arise out of this Agreement, the Company will reimburse DP for its reasonable legal and other expenses
(including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred except
to the extent that the loss, claim, damage or liability resulted from the gross negligence or willful misconduct of DP in rendering
services pursuant to this Agreement. The Company also will indemnify and hold DP harmless to the full extent lawful against any
losses, claims, damages or liabilities, joint or several, to which DP may become subject in connection with any of the services
rendered pursuant to matters which are the subject of or arise out of this Agreement, except to the extent that a court of competent
jurisdiction shall have determined by a final non-appealable judgment that such loss, claim, damage or liability resulted from
the gross negligence or willful misconduct of DP in rendering services pursuant to this Agreement. DP shall promptly notify the
Company of the assertion or communication of any such action or proceeding. If for any reason the foregoing indemnification is
unavailable to DP or insufficient to hold it harmless with respect to any such loss, claim, damage or liability, then the Company
shall contribute to the amount paid or payable by DP as a result of such loss, claim, damage or liability in such proportion as
is appropriate to reflect (i) the relative economic interests of the Company, its affiliates or shareholders on the one hand and
DP on the other in connection with this Agreement to which such loss, claim, damage or liability relates, (ii) the relative fault
of the Company, its affiliates or shareholders on the one hand and DP on the other with respect to such loss, claim, damage or
liability and (iii) any other relative equitable considerations. The reimbursements, indemnity and contribution obligations of
the Company under this section shall be in addition to any liability which the Company may otherwise have, shall extend upon the
same terms and conditions to any affiliate of DP and the directors, agents, employees and controlling persons (if any), as the
case may be, of DP and any such affiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs
and personal representatives of the Company, DP, any such affiliate and any such other person. The Company agrees that neither
DP nor any of such affiliates, directors, agents, employees and controlling persons shall have any liability to the Company or
any person asserting claims on behalf of or in right of the Company for or in connection with any of the services rendered pursuant
to or matters which are subject of or arise out of this Agreement, except to the extent that any expenses, losses, claims, damages
or liabilities incurred by the Company resulted from the gross negligence or willful misconduct of DP in rendering services pursuant
to the Agreement or breach of this Agreement by DP. The foregoing rights to reimbursement, indemnification and contribution shall
survive any termination or expiration of this Agreement and shall not limit any other rights that DP or any such affiliates, directors,
agents, employees and controlling persons may have at common law, by separate agreement or otherwise.


 


The
Company agrees that, without DP’s prior written consent (which will not be unreasonably withheld), it will not, as to DP
and any other indemnified party, settle, compromise or consent to the entry of any judgment in any pending or threatened claim,
action or proceeding in respect of which DP or any other Indemnified party is entitled to indemnification under the indemnification
provision of this Agreement, unless such settlement, compromise or consent includes an unconditional release of such Indemnified
party from all liability arising out of such claim, action or proceeding.


 


		7.	Termination.



 


The
Company or DP may terminate the engagement of DP with or without cause at any time, effective upon not less than 30 days prior
written notice of such party’s termination of this Agreement; provided, however, that in the event the Company terminates
this Agreement, all compensation (including any earned and unpaid DP Consulting Fees under Section 3 shall be paid at the time
of termination. The provisions of Section 4 relating to Confidentiality and use of Information, and the provisions of Sections
5 through 9 shall survive the termination of this Agreement.


 




    	 



     


    

 


Badu
Networks, Inc.


Page
6 of 7


 


		8.	Governing
                                         Law and Related Matters.



 


a.       The
Company shall comply with all applicable laws including, without limitation, the making of all appropriate filings with the applicable
federal and state securities commissions or authorities. The Company acknowledges that any securities issued will be exempt from
registration under the Securities Act of 1933 and the Investment Company Act of 1940, and agrees that such securities will otherwise
be in compliance with the applicable laws and regulations of any jurisdiction in which the securities are offered.


 


b.       This
Agreement and all controversies arising from or related to performance under this Agreement shall be governed by the internal
laws of the State of New York without regard to its rules concerning conflicts of laws. To the full extent lawful, each of the
Company and DP hereby consents irrevocably to personal jurisdiction, service and venue (a) in connection with any claim arising
out of this Agreement, in the courts of the State of New York and in the United States federal courts, and (b) solely for the
purpose of allowing any person to enforce its reimbursement, indemnification or contribution rights hereunder, in any court in
which any action is brought in respect of which any such right is asserted.


 


		9.	Miscellaneous.



 


a.       The
Company acknowledges and agrees that it is retaining DP to act solely as a financial advisor and strategic business consultant.
In such capacity, DP shall act as an independent contractor and any duties of DP arising out of its engagement pursuant to this
Agreement shall be owed solely to the Company. DP is not being engaged to act as an agent or fiduciary of, and shall have no duties
or liability to, any holders of the Company’s securities or any other third party in connection with DP’s engagement
pursuant to this Agreement.


 


b.       The
Company agrees that all advice provided by DP pursuant to this Agreement is being provided solely for the benefit of its shareholders,
board of directors and senior management in connection with financial and business advisory services DP provides pursuant to this
Agreement, and that such advice is not on behalf or, shall not confer any rights or remedies upon any other person or be sued
or relied upon for any other purpose.


 








c.       This
Agreement may not be amended or modified except by a written document signed by the Company and DP. None of the parties may assign
its rights or duties without the prior written consent of the other parties. This Agreement contains the entire agreement and
understanding between the parties and supersedes any prior agreements and understandings relating to its subject matter.


 


Signature
Page Follows


 




    	 



     


    

 


Badu
Networks, Inc.


Page
7  of 7


 


Please
confirm that this Agreement accurately states our understanding, and that you accept the terms of this Agreement by executing
this letter in the space provided and returning it to us. Upon your execution of this letter, it shall then become a binding agreement.


 


We
thank you again for selecting Danson Partners, LLC and look forward to continue working with you. I am enthusiastic about our
existing business and personal relationship and our assistance in the future success and growth of the Company.


 


Very
truly yours,


 


Danson
Partners, LLC


 


	By:	/s/
    Wayne I. Danson	 	Dated:	10/22/2018
	Wayne
    I. Danson	 	 	 
	President
    and Chief Executive Officer	 	 	 


 


Accepted
and agreed:


Badu
Networks, Inc.


 


	By:	/s/
    Dennis Vadura	 	Dated:	10/26/2018
	Dennis
    Vadura	 	 	 
	Chief
    Executive Officer