EXECUTIVE EMPLOYMENT
AGREEMENT


 


This Executive Employment Agreement
(this “Agreement”) is made effective as  of
January 1, 2016 (“Effective Date”), by and between ASI Aviation, Inc. a Nevada
corporation (“Company”), and Brajnandan B. Sahay (“Executive”).


 


The parties 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.


 


“Board”
— means the board of directors of Company.


 


“Cause”
— means the
occurrence of any
of the following
events during Executive’s employment
under this Agreement: (a) Executive’s conviction of a felony  involving
fraud, misappropriation, embezzlement
or dishonesty in
conjunction with Executive’s
duties to Company; or (b) Executive’s repeated and willful failure to perform Executive’s
job duties as
defined by the
Board or material
breach of this
Agreement or the
PIIA, provided, in each
case, that the
Board notifies the Executive of
the acts deemed to constitute such repeated
and willful failure or material breach in writing and Executive fails to cure such
failure or breach within sixty (60) days after written notice is given.


 


“Continuation
Period” — means a period of time commencing upon the consummation
of a Liquidation Event and terminating upon the later to occur of (a) the first anniversary
of the Liquidation Event and (b) the fourth anniversary of the Effective Date.


 


“Disability”
— means if
(a) the
Executive is
unable to
perform the
essential duties
of the Executive’s
employment due
to physical
or emotional
incapacity or
illness, where
such inability is
reasonably expected to
be of
long--continued
and indefinite
duration (i.e.,
for at  least
 three  (3)
 months);  or
 (b) 
the  Executive 
is  entitled to 
(i)  disability
 retirement benefits under
the federal Social Security
Act or (ii) recover benefits
under any long--
term disability plan
or policy maintained by
Company or the Executive.


 


“Equity
Percentage” – means
six percent (6%)
of Company’s fully--diluted
capitalization, assuming the exercise or conversion of all exercisable or convertible securities
and including any shares reserved under any equity incentive plan or similar arrangement.


 


“Good Reason”
— means the occurrence of any of the following events during
Executive’s employment under this Agreement: (a) any material reduction in Base
Salary or target Performance Bonus(es); (b) any reduction in Executive’s
duties (including title, responsibilities and/or authorities), provided, that that the
Board may elect to separate the
Chairman and Chief
Executive Officer roles
if they deem
such separation is
in the best interests of the stockholders without such separation constituting
Good Reason; (c) requiring Executive to
report to anyone other than the Board or employees of Company




    	 



    	 



    

or any subsidiary of Company
that reported to Executive to report directly to the Board;


(d) any requirement that the
Executive relocate without appropriate relocation compensation and consideration, including
not requiring Executive to maintain two households, consideration of family circumstances,
and providing a relocation package consistent
with Company’s industry, the Executive’s position and taking into
consideration Executive’s specific housing situation.


 


“IPO”
– means (a) a firm commitment underwritten public offering of Company’s
Common Stock pursuant to an effective registration statement under the Securities Act
of 1933, as
amended, immediately following
which Company’s Common
Stock is listed
on a national securities exchange, or (b) another equity financing transaction by
Company immediately following which Company’s Common Stock is either (i) listed on
a national securities exchange,
or (ii) otherwise
publicly traded and
listed, with material public float
and trading volume, as determined in good faith by the Board.


 


“Liquidation Event”
– means a merger, acquisition, consolidation or other transaction (other than
an Equity Financing) following which the holders of Company’s outstanding
voting securities prior to such transaction hold less than 50% of the outstanding voting
securities of the acquiring or surviving corporation, or a sale, license or transfer of all
or substantially all of Company’s
assets.


 


“Section 409A”
– means Section 409A of the Internal Revenue Code of 1986, as amended and the
regulations promulgated thereunder.


 


2. 
Employment. Company hereby employs Executive, and Executive hereby accepts
such employment, upon the terms and conditions set forth
herein.


 


		3.	Duties.



 


3.1 
Position. Executive is employed as Company’s Chief Executive Officer and Chairman, and shall have the duties
and responsibilities as are normally related to such
position, as well
as such additional
duties and responsibilities
as may be
reasonably assigned by Company’s
Board of Directors
(the “Board”) from
time to time.
Executive shall perform faithfully and diligently all such duties and responsibilities.
Executive shall report
to the Board.
Executive will be
entitled to serve
as member of
the Board for
so long as
Executive continues to
serve as Company’s
Chief Executive Officer,
but shall resign from the Board and from his role as Chairman of the Board immediately
after any termination of his employment hereunder.


 


 


3.2  
Best Efforts/Full--time. Executive shall expend Executive’s
best efforts on behalf of Company,
and will abide
by all policies
and decisions made
by Company, as
well as all applicable federal,
state and local laws, regulations or ordinances. Executive shall act in
the best interest
of Company at
all times. Executive
shall devote Executive’s
full business




    	 



    	 



    

time and efforts to the performance
of Executive’s assigned duties for Company, unless
otherwise approved in
advance by the
Board; provided, however,
that the Executive
shall be permitted to serve as a member of the board of directors or managers of up
to two corporations, limited liability companies or other entities other than Company, or
to participate in other advisory or charitable activities, provided further that such
activities do not conflict with Company’s core business and such service does not
materially interfere with Executive’s duties at Company.


 


4. 
At--Will
Employment.
Executive’s employment
with Company
is at--will
and not
for any specified
period and
may be
terminated at any
time with or
without cause or
advance notice by
either Executive
or Company,
subject to
the conditions set
forth in
Section 7 below.
No representative of
Company, other
than the Board,
has the
authority to alter the
at--will employment
relationship. Nothing
in this
Agreement is
intended to or
should be construed to
contradict, modify or alter this
at--will relationship.


 


		5.	Compensation.



 


5.1   
Base Salary. As compensation for Executive’s performance of Executive’s
duties hereunder, Company
shall pay to
Executive an initial
base salary of
$72,000 per year prior to the consummation
of the IPO and $150,000.00 per year beginning immediately
following the consummation the IPO (the “Base Salary”). Subject to Company’s
capital needs and compliance with Section 409A and applicable minimum wage requirements,
the Executive may
elect to defer
the payment of
some or all
of the Base
Salary earned prior to
the IPO until
the consummation of
the IPO (but
no later than
then one year after
deferral). The Base
Salary shall be
payable in accordance
with the normal
payroll practices of
Company, less required deductions for state
and federal withholding tax, social security
and all other employment taxes and payroll deductions. In the event Executive’s
employment under this Agreement is terminated by either party, for any reason, Executive shall
earn the Base Salary prorated to the date
of termination. The Base Salary shall be subject to periodic review and increase
in the discretion of the Board. This position is an exempt position, which means Executive is paid for the job and not by the hour.
Accordingly, Executive shall not receive overtime pay if Executive works more than 8 hours in a workday or 40 hours in a workweek.


 


5.2     
Performance Bonuses. Executive shall be eligible to receive up to five (5)
performance bonuses (the “Performance Bonuses” and each, a “Performance
Bonus”) per year in the amount of $30,000.00 each, up to $150,000.00
in the aggregate, four (4) of which Performance
Bonuses shall be payable with respect to the completion of each fiscal
quarter and one
(1) of which
shall be payable
with respect to
the completion of
the fiscal year. Each Performance Bonus shall be payable in accordance with the normal
payroll practices of Company on the first payroll date following the completion of
each fiscal quarter, less required deductions for state and federal withholding tax,
social security and all other employment taxes and payroll deductions. The
criteria for the payment of
the Performance Bonuses
shall be based upon the achievement
of




    	 



    	 



    

objectives
(the “Objectives”)
as mutually agreed
between the Executive
and the Board prior to the beginning
of each fiscal year or as otherwise agreed in writing thereafter. In the
event Executive’s employment
by Company terminates
for any reason
prior to the completion
of a fiscal
quarter, the Performance
Bonus for such
fiscal quarter shall
be pro--rated
based upon the number of days of such fiscal quarter serve and the achievement
or partial achievement
of any Objectives
during such fiscal
quarter. No Performance Bonuses shall be earned or payable with respect to the
period of Executive’s employment
prior to the consummation of the IPO.


 


 


6.   
Benefits. Executive shall be eligible for all customary and usual fringe benefits
generally available to
senior executives of
Company, including group
health insurance coverage, subject
to the terms and conditions of Company’s benefit plan documents.


 


7.   
Business Expenses. Executive will be reimbursed for all reasonable, out--of--pocket
business expenses incurred in the performance of Executive’s duties on behalf
of Company (“Business Expenses”). To obtain reimbursement,
expenses must  be submitted promptly with
appropriate supporting documentation in accordance with Company’s
policies.


 


 


		8.	Termination of Employment.



 


8.1  
By Death
or Disability.
Executive’s employment
will terminate automatically
on the death
 of 
Executive  or
 upon 
Executive’s  Disability.
 In  such
 event,  Company
 will  pay
 to Executive’s 
beneficiaries  or
 estate,  as 
appropriate,  in 
a  lump 
sum  less
 required deductions 
for  state
 and  federal
 withholding  tax, 
social  security
 and  all 
other employment taxes and
payroll deductions, within
thirty (30)
days of
Executive’s death,
an amount equal to the sum of
(a) one year of
additional Base Salary at the rate in
effect of such termination date,
(b) five (5)
Performance Bonuses, with each such Performance Bonus equal
to the average of the Performance Bonuses
paid with respect to the two (2)
fiscal quarters or the fiscal
quarter and fiscal year end, as applicable,
immediately preceding  Executive’s
 death 
or  Disability
 (such 
amount  in 
this  Section 
8.2(b)  together with that in
Section 8.2(a) being referred to in
this Agreement as the “Severance Amount”),
and (c) any Base Salary as shall
have accrued but remain unpaid
and any un-- reimbursed Business
Expenses as of the date
of Executive’s death
or Disability.




    	 



    	 



    

For
 purposes of 
this  Agreement,  in
 the  event 
of  a 
dispute,  the  determination 
of  a Disability
shall be
made reasonably by
the Board of
Directors acting
in good
faith and
shall  be 
supported  by
 advice  of
 an  independent
 physician 
competent  in 
the  area  to which 
such  Disability
 relates.  Executive
 must  submit
 to  a 
reasonable  number 
of examinations by
the physician making
the determination of
disability, and
the Executive hereby
authorizes the disclosure and release
to the Company 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,  for
 the purposes of
submitting Executive to the examinations,
and providing the authorization of disclosure
as required under
this Section 8.2.


 


8.2    
By Company for Cause. Executive’s employment with the Company may be
terminated at the
option of and
by written notice
from the Company
for Cause (which
notice shall specify
the applicable Cause,
in reasonable detail).
Upon any such
termination, all rights, obligations and duties of the parties hereunder shall immediately
cease (including, but
not limited to,
the payment by
the Company of
any Performance Bonuses or severance payments as set forth in this Section 8),
except for the Executive’s obligations under
Section 10 and
Company’s obligation; provided,
that Company shall
pay any accrued but unpaid Base Salary and reimburse any Business Expenses as
provided in Section 7.


 


8.3    
By Company without Cause or by Employee for Good Reason. Company may terminate
Executive “at will” and without Cause at any time, and Executive may terminate
Executive’s employment for Good Reason. In the event Company terminates Executive’s
employment without Cause or Executive terminates  Executive’s employment
with Good Reason
during Executive’s employment
hereunder, all of
the following will apply:
immediately upon termination,
Company will pay
to Executive the
Severance Amount.


 


8.4      
By Executive without Good Reason. Executive may terminate Executive’s
Employment at will (without Good Reason) upon written notice to Company. Executive
shall be entitled
to all Base
Salary at the
rate then in
effect up to
and through the effective date of
termination, as well as any unreimbursed Business Expenses.


 







    	 



    	 



    

8.5 
Continuation of Benefits. Following the coverage termination date under Company’s
group medical, life and long--term disability insurance plans, Executive,
his spouse and his dependents
shall be entitled
to continuation of
coverage pursuant to
any statutory rights
Executive may then
have for such
continuation coverage (whether
under part VI
of Subtitle B
of Title I
of the Executive
Retirement Income Security
Act of 1974,
as amended, or Section 4980B of the Internal Revenue Code of 1986, as amended
(together, “COBRA”), or
otherwise). Such continuation
coverage shall be
provided in accordance with applicable
law and the terms of the any Company benefit plans as they may
be amended from
time to time
and shall be
afforded no longer than
the period provided by law and
only to the extent that Executive complies with all conditions of
such continuation coverage
on a timely
basis. In the
event of termination
by Company without Cause, by Executive
with Good Reason or upon Executive’s death or Disability, the Company
will continue to provide coverage or reimburse Executive
for the costs of COBRA for a period of one (1) year.


 


		8.6	Application of Section 409A.



 


(a) 
Notwithstanding anything set forth in this Agreement to the contrary, any payments
and benefits provided pursuant to this Agreement which constitute “deferred
compensation” within the meaning of the Treasury Regulations issued pursuant to
Section 409A of
the Code and
the regulations and
other guidance thereunder
and any state law
of similar effect
(“Section 409A”)
shall not commence
until Executive has
incurred a “separation from service” (as such term is defined in the Treasury Regulation Section 1.409A-1(h)
(“Separation From Service”), unless Company reasonably determines
that such amounts may be provided to Executive without causing Executive
to incur the additional 20% tax under Section 409A.


 


(b)  It
is intended that each installment of the severance benefits payments provided for in
this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i).
For the avoidance of doubt, it is intended that payments of the Severance Benefits set forth in this Agreement satisfy, to the greatest extent possible, the
exemptions from the application of Section 409A provided under Treasury Regulation
Sections 1.409A-1(b)(4), 1.409A-1(b)(5)
and 1.409A-1(b)(9). However, if the
Company (or, if applicable, the successor entity thereto) determines that the severance benefits
constitute “deferred compensation” under Section 409A and Executive is, on the
termination of Executive’s service, a “specified employee” of Company or any
successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code, then,
solely, to the extent necessary to avoid the incurrence of the adverse personal tax
consequences under Section 409A, the timing of the severance benefit payments shall be
delayed until the earlier to occur of: (i) the date that is six months and one day after
Executive’s Separation From Service or (ii) the date of Executive’s death (such applicable date, the “Specified Employee
Initial Payment Date”), Company (or the successor entity thereto, as applicable) shall (A) pay Executive a
lump sum amount equal to the sum of the
severance benefit payments that Executive would otherwise have received through




    	 



    	 



    

the
Specified Employee Initial
Payment Date if
the commencement of
the payment of
the severance benefits had not been so delayed pursuant to this section and (B)
commence paying the balance of the severance benefits in accordance with the
applicable payment schedules set forth in this Agreement.


 


(c) 
Except to the minimum extent that payments must be delayed because Executive is
a “specified employee” (as described above) or until the effectiveness of the Release,
all amounts will be
paid as soon
as practicable in
accordance with the
Company’s normal payroll
practices.


 


9.   
Liquidation Event. Upon the occurrence of a Liquidation Event, in addition to
any other benefits or acceleration of vesting as set forth herein, Executive’s employment
as a full--time
employee of Company
shall terminate, and
Executive and Company
shall enter into
a consulting agreement
on terms to
be mutually agreed
(the “Consulting Agreement”), which Consulting Agreement
shall, in any event, provide for Executive to provide consulting services to Company
in an amount mutually agreed with the acquiring entity in exchange for (a) Base Salary
for the duration of the Consulting Period at the rate in effect of as of the date such
election is made by the Executive, (b) the full
amount of the Performance Bonuses (five Performance Bonuses per year), (c) such
other benefits and expense reimbursements as would otherwise be provided to Executive
pursuant to Sections 6 and 7 hereof in the event Executive remained employed hereunder,


 


10.  
No Conflict of Interest. During the term of Executive’s employment with
Company, Executive must not engage in any work, paid or unpaid, that creates
a conflict of interest with Company.
Such work shall include, but is not limited to, directly or indirectly
competing with Company in any way, or acting as an officer, director, Executive,
consultant, stockholder, volunteer,
lender, or agent
of any business
enterprise of the same nature as,
or which is in direct competition with, the business in which Company is
now engaged or
in which Company
becomes engaged during
the term of
Executive’s employment with Company, as may be determined by the Board in its sole discretion.
If the Board believes
such a conflict
exists during the
term of this
Agreement, the Board may
ask Executive to choose
to discontinue the other work
or resign employment with Company. Executive hereby represents
and warrants that acceptance of employment with Company and execution and performance
of this Agreement by Executive does not conflict with or violate any provision
of or constitute a default under any agreement, judgment, award or decree to which Executive is a party or by which Executive
is bound, including, but not limited to, any implied or express
agreement with any of Executive’s prior
employers.


 


11.  
Proprietary Information and Inventions Assignment Agreement. Executive agrees
to read, sign and abide by PIIA, which is incorporated herein by reference.




    	 



    	 



    

 


		12.	Parachute Payments.



 


12.1  
If any payment or benefit Executive would receive from the Company pursuant to
this Agreement or
otherwise (“Payment”)
would (i) constitute
a “parachute payment”
within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended
(the “Code”), and
(ii) but for
this sentence, be
subject to the
excise tax imposed
by Section 4999
of the Code
(the “Excise Tax”),
then such Payment
will be equal
to the Reduced Amount. The
“Reduced Amount”
shall be either (x)
the largest portion of the Payment
that would result in no portion of the Payment being subject to the Excise Tax, or
(y) the largest portion, up to and including the total, of the Payment, whichever amount ((x) or (y)), after taking into account
all applicable federal, state and local employment taxes, income taxes, and the Excise
Tax (all computed at the highest applicable marginal rate), results in Executive’s
receipt of the greatest economic benefit notwithstanding
that all or some portion of the Payment may be subject to the Excise
Tax.


 


12.2    
The independent registered public accounting firm engaged by Company for
general audit purposes as of the day prior to the effective date of the event described
in Section 280G(b)(2)(A)(i) of the Code shall perform the foregoing calculations.
If the independent registered public accounting firm so engaged by the Company is serving
as accountant or auditor for the individual, entity or group effecting such event,
Company shall appoint
a nationally recognized
independent registered public
accounting firm to make
the determinations required
hereunder. Company shall
bear all expenses
with respect to the determinations by such independent registered
public accounting firm required to be made hereunder. The independent registered
public accounting firm engaged to make the determinations hereunder shall provide
its calculations, together with detailed supporting documentation, to Company and Executive within thirty (30)
calendar days after the date on which Executive’s right to a Payment is triggered (if
requested at that time by Company or Executive) or such other time as reasonably requested by Company or Executive. Any
good faith determinations of the independent registered public accounting firm made
hereunder shall be final, binding and conclusive upon the Company and Executive.


 


12.3  
Notwithstanding the above, prior to any reduction in payments and benefits under
this Section 6, at Executive’s request the Company agrees, if permissible under
Section 280G of the Code and applicable law (and subject to any applicable
requirements including any requirements
that may be
applicable to Executive),
to solicit a
vote of all eligible shareholders
of the Company for approval of such amounts such that the compensation
will not be
subject to the
Excise Tax as
provided in Q&As
6 and 7
of Section 1.280G--1
of the Treasury
Regulations or any
superseding provision of
such regulations. The
Company agrees to
take all reasonable
steps, in good
faith, to solicit
such vote if so request.




    	 



    	 



    

 


		13.	General Provisions.



 


13.1    
Successors and Assigns. The rights and obligations of Company under this
Agreement shall inure
to the benefit
of and shall
be binding upon
the successors and assigns of Company.
Executive shall not be entitled to assign any of Executive’s rights or
obligations under this Agreement.


 


13.2 
Waiver. Either party’s failure to enforce any provision of this Agreement shall not
in any way be construed as a waiver of any such provision, or prevent that
party thereafter from enforcing each and every other provision of this
Agreement.


 


13.3  
Attorneys’ Fees. Each side will bear its own attorneys’ fees in any dispute unless
a statutory section at issue, if any, authorizes the award of attorneys’ fees to
the prevailing party.


 


13.4    
Severability. In the
event any provision
of this Agreement
is found to
be unenforceable by
an arbitrator or
court of competent
jurisdiction, such provision
shall be deemed modified to the extent necessary to allow enforceability of
the provision as so limited,
it being intended
that the parties
shall receive the
benefit contemplated herein to the fullest extent permitted by law. If a deemed
modification is not satisfactory
in the judgment
of such arbitrator
or court, the
unenforceable provision shall be
deemed deleted, and the validity and enforceability of the remaining provisions
shall not be affected thereby.


 


13.5   
Interpretation; Construction. The headings set forth in this Agreement are for
convenience only and shall not be used in interpreting this Agreement. This Agreement
has been drafted
by legal counsel
representing the Executive
and Company and
has participated in the negotiation of its terms. Furthermore, Company acknowledges
that Company has had an opportunity to review and revise the Agreement and have it
reviewed by legal counsel, if desired, and, therefore, the normal rule of construction
to the effect that any ambiguities are to be resolved against the drafting party shall not
be employed in the interpretation of this
Agreement.


 


13.6  
Governing Law; Venue
and Jurisdiction. This
Agreement shall be
governed by and construed under Nevada
law, without regard to conflict of laws principles. Any dispute
between the parties arising from this Agreement, including any disputes concerning
the negotiation, interpretation, validity, performance, breach or enforcement of this
Agreement and the scope or applicability of this agreement to arbitrate, shall be
determined by arbitration in Fairfax County, Virginia before one arbitrator, who shall
be a retired judge. The arbitration
shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures.
Judgment on the arbitration award may be entered in any court having




    	 



    	 



    

jurisdiction. This clause
shall not preclude parties from seeking provisional remedies in
aid of arbitration from a court of appropriate jurisdiction. Any party who is deemed
the prevailing party by the arbitrator shall be entitled to his or its reasonable attorneys’
fees and costs.
The Company shall
bear the costs
of the arbitrator,
forum and filing
fees in connection with any such
arbitration.


 


13.7   
Survival. Sections 8, 9, 10, 11, 12 and 13 of this Agreement shall survive any
termination of Executive’s employment by Company.


 


13.8  
Confidentiality of Terms.
Executive agrees to
follow Company’s strict
policy that Executives must not disclose, either directly or indirectly, any
information, including any of the
terms of this
Agreement, regarding salary,
bonuses, or stock
purchase or option
allocations to any person, including other Executives of Company; provided, that
Executive may discuss such terms with members of his immediate family and any legal,
tax or accounting specialists who provide Executive with individual legal, tax or
accounting advice provided, further, that such family members or specialists are bound
by similar obligations of confidentiality.


 


13.9 
Notice. Any notices hereunder will be given to the appropriate party at the
address, fax number or
email address set
forth on the
signature page hereto,
or at such
other address as the party will specify in writing. Notice will be deemed given:
upon delivery, if sent by email or personal
delivery; if sent by fax, upon confirmation of receipt; or if sent
by certified mail, postage prepaid, 3 days after the date of mailing.


 


14.   
Entire Agreement; Amendments. This Agreement, including the Indemnification
Agreement, constitutes the entire agreement
between the parties relating to this subject matter and supersedes all prior or simultaneous
representations, discussions, negotiations, and agreements, whether
written or oral.
This Agreement may
be amended or
modified only with
a signed writing by Company and Executive. No oral waiver, amendment or modification
will be effective under any circumstances whatsoever.


 


[Signature Page
Follows]




    	 



    	 



    

	EXECUTIVE	COMPANY:
	 	 
	/s/ Brahnandan Sahay	/s/ Brahnandan Sahay
	Brajnandan Sahay	ASI Aviation, Inc.
	Address: 1398 Park Lake Drive	By: Brajnandan Sahay
	                 Reston, VA 20190	Its: Chairman of the Board
	 	 
	Date: 03-07-2016	
        Date: 03-07-2016

         

         



THE PARTIES TO THIS AGREEMENT
HAVE READ THE FOREGOING AGREEMENT AND FULLY UNDERSTAND
EACH AND EVERY
PROVISION CONTAINED HEREIN.
THE PARTIES HAVE EXECUTED THIS AGREEMENT AS OF THE EFFECTIVE
DATE.


 




    	 



    	 



    

AFFIDAVIT of UNDERSTANDING - EMPLOYMENT
AGREEMENT


 


 


This Affidavit is intended to make clear my understanding of the
Employment Agreement with ASI Aviation, Inc. (COMPANY) which I signed on March 7, 2016.


 


I hereby declare I understand that payments described in Part
5. Compensation of the Employment Agreement which includes Base Salary and Performance Bonuses in Compensation Parts 5.1 and
5.2, respectively, are intended to be payable only upon the consummation of the IPO. Further, I do not expect any payment
of such Compensation will be received until after that time. Additionally, I understand such Compensation will not be earned nor
received at any time pre-IPO funding for either my Base Salary or any Performance Bonus for which I would be eligible per
the Employment Agreement.


 


 


ACKNOWLEDGEMENT OF AFFIDAVIT:


 


 


/s/ Brajnandan Sahay


Signature


 


Brajnandan Sahay


Printed Name


 


05-31-2016


Date


 


 


 


Certificate of Aforementioned
Affidavit:


 


County of Fairfax


Commonwealth of Virginia


 


The foregoing affidavit was acknowledged before me this 31st
day of May, 2016 by


BB Sahay


(Name of person acknowledging affidavit)


 


 


Notary Public’s signature: /s/ Danette Lynn Penenburgh


 


Notary Public’s printed name: Danette Lynn Penenburgh


 


 


My commission expires: March 31, 2019