EMPLOYMENT
 AGREEMENT


 


This
Employment Agreement (this “Agreement”) is made as of February 25, 2019 by BADU Holdings, Inc., a Nevada corporation
(the “Employer”), and John E. Donahue, an individual (the “Executive”).


 


RECITALS


 


Concurrently
with the execution and delivery of this Agreement, Employer desires Executive’s employment or continued employment with
Employer, and Executive desires to accept such employment upon the terms and conditions set forth in this Agreement.


 


AGREEMENT


 


The
parties, intending to be legally bound, agree as follows:


 


	1.	DEFINITIONS


 


For
the purposes of this Agreement, the following terms have the meanings specified or referred to in this Section 1.


 


“Agreement”
— this Employment Agreement, as amended from time to time.


 


“Basic
Compensation” — Salary and Benefits.


 


“Benefits”
— as defined in Section 3.1(b).


 


“Board
of Directors” — the board of directors of Employer.


 


“Change
in Control”—with respect to Employer shall mean (A) the direct or indirect sale, lease, exchange or other
transfer of more than fifty per cent (50%) of the assets of Employer to any other Person or Persons, (B) the sale or issuance
of any class or series of capital stock or securities exchangeable, convertible or exercisable for shares of capital stock of
Employer in a transaction or series of transactions in which the purchaser or purchasers own in the aggregate at least fifty percent
(50%) of the capital stock (on a fully converted, exchanged or exercised basis) of Employer after such transaction or series of
transactions, (C) the merger or consolidation of Employer with another entity or entities, or (D) the reorganization of Employer.


 


“Confidential
Information” — any and all:


 


	(a)	trade
    secrets concerning the business and affairs of Employer, data, know-how, graphs, drawings, samples, inventions and ideas,
    customer lists, current and anticipated customer requirements, price lists, market studies, business plans, computer software
    and programs (including object code and source code), computer software and database technologies, systems, structures, and
    architectures (and related concepts, ideas, designs, methods and information), and any other information, however documented,
    that is a trade secret within the meaning of Nevada law; and


 




    	 	 	 



    	 	 	 



    

 





	(b)	information
    concerning the business and affairs of Employer (which includes historical financial statements, financial projections and
    budgets, historical and projected sales, capital spending budgets and plans, the names and backgrounds of key personnel and
    personnel training and techniques and materials), however documented; and
	 	 
	(c)	notes,
    analysis, compilations, studies, summaries, and other material prepared by or for Employer containing or based, in whole or
    in part, on any information included in the foregoing.


 


“Contract
Year” – means any 12 month period during the Employment Period commencing on the Effective Date, or any anniversary
of the Effective Date.


 


“Disability”
— as defined in Section 6.2.


 


“Effective
Date” — the date stated in the first paragraph of the Agreement.


 


“Employment
Period” — as set forth in Section 2.2.


 


“Fiscal
Year” — Employer’s fiscal year, as it exists on the Effective Date or as changed from time to time.


 


“for
Cause” — as defined in Section 6.3.


 


“for
Good Reason” — as defined in Section 6.4.


 


“Person” —
any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability
company, joint venture, estate, trust, association, organization, or governmental body.


 


“Post-Employment
Period” — as defined in Section 8.2.


 


“Proprietary
Items” — as defined in Section 7.2(a)(iv).


 


“Salary”
— as defined in Section 3.1(a).


 


	2.	EMPLOYMENT
    TERMS AND DUTIES


 


	2.1.	EMPLOYMENT


 


Employer
hereby employs Executive, and Executive hereby accepts employment by Employer, upon the terms and conditions set forth in this
Agreement.


 




    	 	 	 



    	 	 	 



    

 





	2.2.	TERM


 


Subject
to the provisions of Section 6, the term of Executive’s employment under this Agreement will be three (3) years (the “Employment
Period”), beginning on the Effective Date and ending on the third (3rd) anniversary of the Effective Date, unless extended
in accordance with the terms hereof.


 


	2.3.	DUTIES 


 


Executive
will have such duties as are assigned or delegated to Executive by the Board of Directors of Employer, and will initially serve
as Chief Financial Officer of Employer. Executive will devote his entire business time, attention, skill, and energy exclusively
to the business of Employer, will use his best efforts to promote the success of Employer’s business, and will cooperate
fully with the Board of Directors in the advancement of the best interests of Employer. If Executive is elected as a director
of Employer or as a director or officer of any of its affiliates, Executive will fulfill his duties as such director or officer
with additional compensation that is customary for all Directors of Employer and as set from time to time by the Board of Directors.


 


	3.	COMPENSATION


 


	3.1.	BASIC
    COMPENSATION


 


	(a)	Salary.
    Executive will be paid an annual base salary (the “Salary”) as follows: (A) initially $60,000, (B) increased to
    $120,000 following both (i) the date the Company’s Form S-1 (initially filed February 11,
    2019), becomes effective and (ii) receipt of a minimum of $500,000 in equity or debt financing, and (C) a
    market based salary (minimum of $200,000 annually) upon the Company attaining an annual sales run rate that generates positive
    cash flow from operations and/or the closing on an equity or debt financing for a minimum of $5 million, subject to
    adjustment as provided below, which will be payable in equal periodic installments according to Employer’s customary
    payroll practices, but no less frequently than monthly. The Salary will be reviewed by the Compensation Committee of the Board
    of Directors not less frequently than annually and shall be increased on each anniversary of the Effective Date during the
    term hereof by an amount deemed appropriate by the Compensation Committee.


 


	(b)	Benefits.
    Executive will, during the Employment Period, be permitted to participate in such pension, profit sharing, bonus, life insurance,
    hospitalization, major medical, and other employee benefit plans of Employer that may be in effect from time to time, to the
    extent Executive is eligible under the terms of those plans, or be reimbursed for the reasonable expense of other comparable
    benefit plans in which Executive participates (collectively, the “Benefits”).
	 	 
	(c)	Stock
    Options. Executive shall be entitled to participate in Employer’s 2019 Incentive Stock Option Plan (or an equivalent
    plan granting incentive stock options to employees of Employer) (the “2019 Stock Option Plan”). All of Executive’s
    options granted under the Incentive Stock Option Plan or any other non-qualified option plan shall vest immediately upon a
    Change in Control of Employer. On the Effective Date of this Agreement, Executive is awarded a stock option grant for 1,900,000
    shares (on a post-split basis) of common stock at an exercise price of $0.79 per share, vesting as follows: 10% immediately,
    with the balance to vest ratably on each anniversary date over the ensuing four-year period.


 




    	 	 	 



    	 	 	 



    




 


	3.2	BONUS COMPENSATION


 


In
addition to Executive’s Salary, Executive shall be entitled to receive an annual bonus should one be paid; to be determined
by the Compensation Committee for each year in which Executive is employed hereunder and meets the performance criteria established
by the Compensation Committee. Such bonus, if any, shall be payable within thirty (30) days after Employer’s independent
accountants have made a determination of Executive’s entitlement to such bonus, applying generally accepted accounting principles
consistently applied. Such determination shall be made not later than ninety (90) days after the end of each Contract Year during
the term hereof. In the event that Executive shall, in good faith, disagree with such determination, Executive may retain separate
independent accountants at his own cost to make a separate determination of Executive’s entitlement to such bonus. In the
event that, as a result of such separate determination, Employer and Executive are unable to agree on the amount of such bonus,
then such controversy shall be arbitrated, in front of a single arbitrator, according to the rules of the American Arbitration
Association, as such rules are then in effect in Los Angeles, California. The decision of the arbitrator shall be final, and each
party’s costs relating to the arbitration (including legal and accounting fees and the cost of the arbitration, but not
including the accounting costs to each party incurred in making each initial determination of bonus entitlement) shall be paid
by the party whose initial bonus determination is the most divergent from the arbitrator’s bonus determination. In the event
that the amount of the arbitrator’s determination shall be halfway between the disputed initial determinations, then Executive
and Employer shall each pay their own costs in connection with the arbitration and shall share equally the costs of the arbitration
itself.


 


The
bonus covered by this section is independent of any bonus the Employer and the Board of Directors may opt to provide as a result
of Employer’s end-of-year fiscal performance.


 


	4.	FACILITIES
    AND EXPENSES


 


	4.1.	GENERAL


 


Employer
will pay on behalf of Executive (or reimburse Executive for) reasonable expenses (including business-class travel) incurred by
Executive at the request of, or on behalf of, Employer in the performance of Executive’s duties pursuant to this Agreement,
and in accordance with Employer’s employment policies, including reasonable expenses incurred by Executive in attending
conventions, seminars, and other business meetings, in appropriate business entertainment activities, and for promotional expenses.
Executive must file expense reports with respect to such expenses in accordance with Employer’s policies.


 


	5.	VACATIONS
    AND HOLIDAYS


 


BADU’s
Vacation policy is that there is no vacation policy. You are encouraged to take time off that you feel that you deserve provided
you arrange with others to cover for you in your absence and the time is pre-approved. BADU encourages each employee to take a
minimum of 2-weeks of vacation/year, and will provide a stipend of $100/day for each vacation day in a 5-day block where the employee
does not have contact with the mother ship.


 




    	 	 	 



    	 	 	 



    

 


	6.	TERMINATION


 


	6.1.	EVENTS
    OF TERMINATION


 


The
Employment Period and Executive’s Basic Compensation, and any and all other rights of Executive under this Agreement or
otherwise as an employee of Employer will terminate (except as otherwise provided in this Section 6):


 


	(a)	upon
    the death of Executive;
	 	 
	(b)	upon
    the Disability of Executive (as defined in Section 6.2) upon thirty (60) days notice from either party to the other;
	 	 
	(c)	for
    Cause (as defined in Section 6.3), immediately upon notice from Employer to Executive, or at such later time as such notice
    may specify; or
	 	 
	(d)	for
    Good Reason (as defined in Section 6.4) upon not less than sixty days’ prior notice from Executive to Employer.



 


	6.2. 	DEFINITION
OF DISABILITY



 


For
purposes of Section 6.1, Executive will be deemed to have a “disability” if, for physical or mental reasons, Executive
is unable to perform Executive’s duties under this Agreement for 45 consecutive days, or 90 days during any twelve month
period, as determined in accordance with this Section 6.2. The disability of Executive will be determined by a medical doctor
mutually agreed upon by Employer and Executive (or Executive’s legal guardian or duly authorized attorney-in-fact will act
in Executive’s stead, in the event Executive is not legally competent) upon the request of Employer. The determination of
such medical doctor will be binding on both parties. Executive must submit to a reasonable number of examinations by the medical
doctor making the determination of disability under this Section 6.2, and Executive hereby authorizes the disclosure and release
to Employer of such determination and all supporting medical records. If Executive is not legally competent, Executive’s
legal guardian or duly authorized attorney-in-fact will act in Executive’s stead, under this Section 6.2, for the purposes
of submitting Executive to the examinations, and providing the authorization of disclosure, required under this Section 6.2.


 


	6.3.	DEFINITION
    OF “FOR CAUSE”


 


For
purposes of Section 6.1, the phrase “for cause” means: (a) the conviction of, or the entering of a guilty plea or
plea of no contest with respect to, a felony, or the equivalent thereof, or (b) willful and materially wrongful or grossly negligent
actions that result in material damage to Employer.


 




    	 	 	 



    	 	 	 



    

 


	6.4.	DEFINITION
    OF “FOR GOOD REASON”


 


For
purposes of Section 6.1, the phrase “for good reason” means any of the following: (a) Employer’s material breach
of this Agreement; (b) the assignment of Executive without his consent to a position, responsibilities, or duties of a materially
lesser status or degree of responsibility than his position, responsibilities, or duties at the Effective Date, (c) the relocation
of Executive’s place of employment more than 30 miles from his current location without Executive’s consent, or (d)
a reduction in Executive’s base salary or material reduction in benefits.


 


	6.5.	TERMINATION
    PAY


 


Effective
upon the termination of this Agreement, Employer will be obligated to pay Executive (or, in the event of his death, his designated
beneficiary as defined below) only such compensation as is provided in this Section 6.5, and in lieu of all other amounts and
in settlement and complete release of all claims Executive may have against Employer for any amounts due and owing to Executive,
as an employee, under this agreement. For purposes of this Section 6.5, Executive’s designated beneficiary will be such
individual beneficiary or trust, located at such address, as Executive may designate by notice to Employer from time to time or,
if Executive fails to give notice to Employer of such a beneficiary, Executive’s estate. Notwithstanding the preceding sentence,
Employer will have no duty, in any circumstances, to attempt to open an estate on behalf of Executive, to determine whether any
beneficiary designated by Executive is alive or to ascertain the address of any such beneficiary, to determine the existence of
any trust, to determine whether any person or entity purporting to act as Executive’s personal representative (or the trustee
of a trust established by Executive) is duly authorized to act in that capacity, or to locate or attempt to locate any beneficiary,
personal representative, or trustee.


 


	(a)	Termination
    by Executive for Good Reason or by Employer without Cause. If Executive terminates this Agreement for good reason, or
    if Employer terminates Executive without Cause (other than by reason of Executive’s death or Disability), Employer will
    pay Executive a lump-sum severance payment in an amount equal to Executive’s then current annual Salary, and shall provide
    all benefits to which Executive is entitled immediately prior to such termination for a period of 12 months following the
    date of termination (or reimburse Executive for all costs incurred by Executive in obtaining comparable benefits). 
	 	 
	(b)	Termination
    by Employer for Cause. If Employer terminates this Agreement for cause, Executive will be entitled to receive his Salary
    only through the date such termination is effective, and will not be entitled to any other compensation for the Fiscal Year
    during which such termination occurs or any subsequent Fiscal Year.
	 	 
	(c)	Termination
    upon Disability. If this Agreement is terminated by either party as a result of Executive’s disability, as determined
    under Section 6.2, Employer will pay Executive his Salary, and shall provide Executive with all benefits to which Executive
    is entitled immediately prior to such termination. The term and amount of payment will be made as if the termination had occurred
    under section 6.5(a) of this agreement.
	 	 
	(d)	Termination
    upon Death. If this Agreement is terminated because of Executive’s death, Executive will be entitled to receive
    his Salary through the end of the calendar month in which his death occurs.


 




    	 	 	 



    	 	 	 



    

 


	(e)	Benefits.
    Except as provided in paragraphs (a) and (c) above, Executive’s accrual of, or participation in plans providing
    for, the Benefits will cease at the effective date of the termination of this Agreement, and Executive will be entitled to
    accrued Benefits pursuant to such plans only as provided in such plans. Executive will not receive, as part of his
    termination pay pursuant to this Section 6, any payment or other compensation for any holiday, sick leave, or other leave
    unused on the date the notice of termination is given under this Agreement.


 


	7.	NON-DISCLOSURE
    COVENANT; EMPLOYEE INVENTIONS


 


	7.1.	ACKNOWLEDGMENTS
    BY THE EXECUTIVE


 


Executive
acknowledges that (a) during the Employment Period and as a part of his employment, Executive will be afforded access to Confidential
Information; (b) public disclosure of such Confidential Information could have an adverse effect on Employer and its business;
(c) the Employer has required that Executive make the covenants in this Section 7; and (d) the provisions of this Section 7 are
reasonable and necessary to prevent the improper use or disclosure of Confidential Information.


 


	7.2.	AGREEMENTS
    OF THE EXECUTIVE


 


In
consideration of the compensation and benefits to be paid or provided to Executive by Employer under this Agreement, Executive
covenants as follows:


 


		(a)	Confidentiality.



 


	(1)	During
                                         and following the Employment Period, Executive will hold in confidence the Confidential
                                         Information and will not disclose it to any person except with the specific prior written
                                         consent of Employer or except as otherwise expressly permitted by the terms of this Agreement.
	 	 
	(2)	Any
                                         trade secrets of Employer will be entitled to all of the protections and benefits under
                                         California law and any other applicable law. If any information that Employer deems to
                                         be a trade secret is found by a court of competent jurisdiction not to be a trade secret
                                         for purposes of this Agreement, such information will, nevertheless, be considered Confidential
                                         Information for purposes of this Agreement. Executive hereby waives any requirement that
                                         Employer submit proof of the economic value of any trade secret or post a bond or other
                                         security.



 


	(3)	None
                                         of the foregoing obligations and restrictions applies to any part of the Confidential
                                         Information that Executive demonstrates was or became generally available to the public
                                         other than as a result of a disclosure by Executive.



 




    	 	 	 



    	 	 	 



    

 


	(4)	Executive
                                         will not remove from Employer’s premises (except to the extent such removal is
                                         for purposes of the performance of Executive’s duties at home or while traveling,
                                         or except as otherwise specifically authorized by Employer) any document, record, notebook,
                                         plan, model, component, device, or computer software or code, whether embodied in a disk
                                         or in any other form (collectively, the “Proprietary Items”). Executive recognizes
                                         that, as between Employer and Executive, all of the Proprietary Items, whether or not
                                         developed by Executive, are the exclusive property of Employer. Upon termination of this
                                         Agreement by either party, or upon the request of Employer during the Employment Period,
                                         Executive will return to Employer all of the Proprietary Items in Executive’s possession
                                         or subject to Executive’s control (except to the extent any such return during
                                         the Employment Period shall materially interfere with Executive’s ability to perform
                                         his obligations under this Agreement), and Executive shall not retain any copies, abstracts,
                                         sketches, or other physical embodiment of any of the Proprietary Items.



 


	7.3.	DISPUTES
    OR CONTROVERSIES


 


Executive
recognizes that should a dispute or controversy arising from or relating to this Agreement be submitted for adjudication to any
court, arbitration panel, or other third party, the preservation of the secrecy of Confidential Information may be jeopardized.
All pleadings, documents, testimony, and records relating to any such adjudication will be maintained in secrecy and will be available
for inspection by Employer, Executive, and their respective attorneys and experts, who will agree, in advance and in writing,
to receive and maintain all such information in secrecy, except as may be limited by them in writing.


 


	8.	NON-COMPETITION
    AND NON-INTERFERENCE


 


	8.1.	ACKNOWLEDGMENTS
    BY THE EXECUTIVE


 


Executive
acknowledges that: (a) the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary,
and intellectual character; (b) Employer’s business is international in scope and its products are marketed throughout the
United States and internationally; (c) Employer competes with other businesses that are or could be located in any part of the
United States or internationally; (d) the Employer has required that Executive make the covenants set forth in this Section 8
as a condition to the Employer’s acquisition of Executive’s stock in Employer; and (e) the provisions of this Section
8 are reasonable and necessary to protect Employer’s business.


 




    	 	 	 



    	 	 	 



    

 


	8.2.	COVENANTS
    OF THE EXECUTIVE


 


In
consideration of the acknowledgments by Executive, and in consideration of the compensation and benefits to be paid or provided
to Executive by Employer, Executive covenants that he will not, directly or indirectly:



 


	(a)	during
    the Employment Period, except in the course of his employment hereunder, and during the Post-Employment Period, engage or
    invest in, own, manage, operate, finance, control, or participate in the ownership, management, operation, financing, or control
    of, be employed by, associated with, or in any manner connected with, lend Executive’s name or any similar name to,
    lend Executive’s credit to or render services or advice to, any business whose products or activities compete in whole
    or in part with the products or activities of Employer anywhere within the United States or any other jurisdiction in which
    Employer then conducts business; provided, however, that Executive may purchase or otherwise acquire up to (but not more than)
    five percent of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise)
    if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g)
    of the Securities Exchange Act of 1934;
	 	 
	(b)	whether
    for Executive’s own account or for the account of any other person, at any time during the Employment Period and the
    Post-Employment Period, solicit business of the same or similar type being carried on by Employer, from any person known by
    Executive to be a customer of Employer, whether or not Executive had personal contact with such person during and by reason
    of Executive’s employment with Employer;
	 	 
	(c)	whether
    for Executive’s own account or the account of any other person (i) at any time during the Employment Period and the
    Post-Employment Period, solicit, employ, or otherwise engage as an employee, independent contractor, or otherwise, any person
    who is or was an employee of Employer at any time during the Employment Period or in any manner induce or attempt to induce
    any employee of Employer to terminate his employment with Employer; or (ii) at any time during the Employment Period and for
    three years thereafter, interfere with Employer’s relationship with any person, including any person who at any time
    during the Employment Period was an employee, contractor, supplier, or customer of Employer; or
	 	 
	(d)	at
    any time during or after the Employment Period, disparage Employer or any of its shareholders, directors, officers, employees,
    or agents.


 


For
purposes of this Section 8.2, the term “Post-Employment Period” means the one year period beginning on the date of
termination of Executive’s employment with Employer.


 


If
any covenant in this Section 8.2 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered
to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them,
as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective,
binding, and enforceable against Executive.


 


The
period of time applicable to any covenant in this Section 8.2 will be extended by the duration of any violation by Executive of
such covenant.


 


Executive
will, while the covenant under this Section 8.2 is in effect, give notice to Employer, within ten days after accepting any other
employment, of the identity of Executive’s employer. Employer may notify such employer that Executive is bound by this Agreement
and, at Employer’s election, furnish such employer with a copy of this Agreement or relevant portions thereof.


 




    	 	 	 



    	 	 	 



    

 


	9.	GENERAL
    PROVISIONS


 


	9.1.	INJUNCTIVE
    RELIEF AND ADDITIONAL REMEDY


 


Executive
acknowledges that the injury that would be suffered by Employer as a result of a breach of the provisions of this Agreement (including
any provision of Sections 7 and 8) would be irreparable and that an award of monetary damages to Employer for such a breach would
be an inadequate remedy. Consequently, Employer will have the right, in addition to any other rights it may have, to obtain injunctive
relief to restrain any breach or threatened breach or otherwise to specifically enforce any provision of this Agreement, and Employer
will not be obligated to post bond or other security in seeking such relief. Without limiting Employer’s rights under this
Section 9 or any other remedies of Employer, if Executive breaches any of the provisions of Section 7 or 8, Employer will have
the right to cease making any payments otherwise due to Executive under this Agreement.


 


	9.2.	COVENANTS
    OF SECTIONS 7 AND 8 ARE ESSENTIAL AND INDEPENDENT COVENANTS


 


The
covenants by Executive in Sections 7 and 8 are essential elements of this Agreement, and without Executive’s agreement to
comply with such covenants, Employer would not have entered into this Agreement or employed or continued the employment of Executive.
Employer and Executive have independently consulted their respective counsel and have been advised in all respects concerning
the reasonableness and propriety of such covenants, with specific regard to the nature of the business conducted by Employer.


 


Executive’s
covenants in Sections 7 and 8 are independent covenants and the existence of any claim by Executive against Employer under this
Agreement or otherwise, or against the Employer, will not excuse Executive’s breach of any covenant in Section 7 or 8.


 


If
Executive’s employment hereunder expires or is terminated for Cause, this Agreement will continue in full force and effect
as is necessary or appropriate to enforce the covenants and agreements of Executive in Sections 7 and 8.


 


	9.3.	REPRESENTATIONS
    AND WARRANTIES BY THE EXECUTIVE


 


Executive
represents and warrants to Employer that the execution and delivery by Executive of this Agreement do not, and the performance
by Executive of Executive’s obligations hereunder will not, with or without the giving of notice or the passage of time,
or both: (a) violate any judgment, writ, injunction, or order of any court, arbitrator, or governmental agency applicable to Executive;
or (b) conflict with, result in the breach of any provisions of or the termination of, or constitute a default under, any agreement
to which Executive is a party or by which Executive is or may be bound.


 


	9.4.	OBLIGATIONS
    CONTINGENT ON PERFORMANCE


 


The
obligations of Employer hereunder, including its obligation to pay the compensation provided for herein, are contingent upon Executive’s
performance of Executive’s obligations hereunder, in the reasonable determination of the Board of Directors of Employer.


 




    	 	 	 



    	 	 	 



    

 


	9.5.	WAIVER


 


The
rights and remedies of the parties to this Agreement are cumulative and not alternative. Neither the failure nor any delay by
either party in exercising any right, power, or privilege under this Agreement will operate as a waiver of such right, power,
or privilege, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise
of such right, power, or privilege or the exercise of any other right, power, or privilege. To the maximum extent permitted by
applicable law, (a) no claim or right arising out of this Agreement can be discharged by one party, in whole or in part, by a
waiver or renunciation of the claim or right unless in writing signed by the other party; (b) no waiver that may be given by a
party will be applicable except in the specific instance for which it is given; and (c) no notice to or demand on one party will
be deemed to be a waiver of any obligation of such party or of the right of the party giving such notice or demand to take further
action without notice or demand as provided in this Agreement.


 


	9.6.	BINDING
    EFFECT; DELEGATION OF DUTIES PROHIBITED


 


This
Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective successors, assigns,
heirs, and legal representatives, including any entity with which Employer may merge or consolidate or to which all or substantially
all of its assets may be transferred. The duties and covenants of Executive under this Agreement, being personal, may not be delegated.


 


	9.7.	NOTICES


 


All
notices, consents, waivers, and other communications under this Agreement must be in writing and will be deemed to have been duly
given when (a) delivered by hand (with written confirmation of receipt), (b) sent by facsimile (with written confirmation of receipt),
provided that a copy is mailed by registered mail, return receipt requested, or (c) when received by the addressee, if sent by
a nationally recognized overnight delivery service (receipt requested), in each case to the appropriate addresses and facsimile
numbers set forth below (or to such other addresses and facsimile numbers as a party may designate by notice to the other parties):


 


If
to Employer:


 


2640 Main Street, Irvine, CA 92614


Attention: CEO



 


If
to Executive:


 


707 Bangs Avenue, Ste 202


Asbury Park, NJ 07712


Attention: John E. Donahue


 





    	 	 	 



    	 	 	 



    

 





		9.8.	ENTIRE
                                         AGREEMENT; AMENDMENTS



 


This
Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior
agreements and understandings, oral or written, between the parties hereto with respect to the subject matter hereof. This Agreement
may not be amended orally, but only by an agreement in writing signed by the parties hereto.


 


		9.9.	GOVERNING
                                         LAW



 


This
Agreement will be governed by the laws of the State of California without regard to conflicts of laws principles.


 


		9.10.	JURISDICTION



 


Any
action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement may be brought
against either of the parties in the courts of the State of California, County of Orange, or, if it has or can acquire jurisdiction,
in the United States District Court for the Central District of California, and each of the parties consents to the jurisdiction
of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid
therein. Process in any action or proceeding referred to in the preceding sentence may be served on either party anywhere in the
world.


 


		9.11.	SECTION
                                         HEADINGS, CONSTRUCTION



 


The
headings of Sections in this Agreement are provided for convenience only and will not affect its construction or interpretation.
All references to “Section” or “Sections” refer to the corresponding Section or Sections of this Agreement
unless otherwise specified. All words used in this Agreement will be construed to be of such gender or number as the circumstances
require. Unless otherwise expressly provided, the word “including” does not limit the preceding words or terms.


 


		9.12.	SEVERABILITY



 


If
any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions
of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in
part or degree will remain in full force and effect to the extent not held invalid or unenforceable.


 


		9.13.	COUNTERPARTS



 


This
Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and
all of which, when taken together, will be deemed to constitute one and the same agreement.


 




    	 	 	 



    	 	 	 



    

 


	9.15 	WAIVER OF JURY TRIAL






 


THE
PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED
TRANSACTIONS, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. THE PARTIES AGREE
THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR
AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE TRIAL BY JURY AND THAT ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS
AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS SHALL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING
WITHOUT A JURY.


 


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


 


	BADU Holdings, Inc.,	 	EXECUTIVE
    
	a Nevada corporation	 	 
	 	 	 	 
	By:	 /s/
                                         Dennis Vadura 
	 	 /s/
                                         John E. Donahue 

        

	 	Dennis Vadura,
    Chairman	 	John E.
    Donahue, CFO
	 	 	 	 
	By:	 /s/
    Tony Wong 	 	
	 	Tony Wong,
    Secretary