EXHIBIT
10.1


 





 





From
the desk of:





Rory
J. Cutaia


Chairman
& CEO


 


MEMORANDUM


 


	DATE:	July 12,
    2016
	 	 
	TO:	Nick
    Cannon, individually and Nick Cannon, Inc.
	 	 
	FROM:
    	Rory
    J. Cutaia
	 	 
	RE:	Term
    Sheet for Association and Collaboration with bBooth


 


Nick,


 


The
purpose of this document is to set forth the material terms of our agreement concerning your association and collaboration with
bBooth, Inc. Your signature below will confirm that our respective understanding of the agreement we reached between us is reflected
here, which will allow this document to serve as a basis for the creation of more elaborate, definitive documents that will property
memorialize the overall transaction, and reflect the entities to be designated by each of us that will be entering into the various
agreements.


 


	 	1.	Title:	bBooth
    Global Brand Ambassador
	 	 	 	 
	 	2.	Role:	Your
    responsibilities include -


 


	 	a.	Your
    reasonable adoption and utilization of bNotifi and bBooth technology platforms across multiple verticals, including:


 


	 	i.
    	Nick
    Cannon and/or Ncredible, Inc. branded booths,
    apps, TV & Online shows, video games
	 	 	 
	 	ii.	Talent
    contests/competitions/Rap Battles
	 	 	
	 	iii.	Spoken
    Word;


 


	 	b.	Your
    reasonable promotion of the Company and its technology through:


 


	 	i.	Engaging
    music artists & celebrity personalities to adopt/endorse the Company’s technology
	 	 	 
	 	ii.
    	Media
    I News appearances/announcements and events;


 


	 	c.
    	Advice
    and counsel regarding the entertainment industry;
	 	 	 
	 	d.	Other
    business development initiatives;
	 	 	 
	 	e.
    	The
    Parties agree that the foregoing Responsibilities are not inclusive, and are subject to:


 


	 	i.	Studio
    and/or Network approval, if required under existing contracts; and


 


901
Hancock Ave Suite 308 West Hollywood, CA 90069 | 855.250.2300 | www.bBooth.com


 




    	 



    	 



    


 





 


	 	ii.	The
    mutual agreement of the Parties that the contemplated Responsibility and/or initiative is appropriate and feasible under the
    then current relevant circumstances.


 


	 	3.	Compensation:
    Equity:


 


	 	a.	5,000,000
    shares of bBooth stock:


 


	 	i.	to
    be structured so as to minimize tax consequences to both Parties;
	 	 	 
	 	ii.	shares
    to vest over 3 years;
	 	 	 
	 	iii.	shares
    subject to 12-month lock-up consistent with other Company executives; and
	 	 	 
	 	iv.	all
    shares vest immediately in the event of a sale of the Company.


 


	 	4.	Compensation:
    Cash:


 


	 	a.	The
    company will form a subsidiary through which its mutually approved booth related operations and opportunities will be conducted.


 


	 	i.	We
    will distribute and share on a 50/50 basis all ‘net revenue’ generated through the subsidiary. The Parties agree
    to negotiate the definition of ‘net revenue’ in good faith.


 


	 	5.	Expenses:


 


	 	a.	The
    Company will provide up to $100,000 (less sums already advanced) to be utilized for expenses directly related to the mutually
    agreed performance of the Role. You acknowledge that not less than $25,000 has already been provided to you. It is anticipated
    that the balance will be dispersed in multiple payments (i.e., $50,000 and $25,000 based upon a mutually agreed schedule).
	 	 	 
	 	b.	Your
    staff shall engage in certain revenue generating activities on behalf of the Company, i.e., sponsorships, club dates, concerts,
    special events, etc., the proceeds of which will be to allow the Company to recover the Expenses and generate revenue for
    the Company.


 


	 	6.	Start
    Date: Immediate


 


901
Hancock Ave Suite 308 West Hollywood, CA 90069 | 855.250.2300 | www.bBooth.com


 




    	 



    	 



    


 





 


	 	7.	Schedule/Time
    Commitment:


 


	 	a.	As
    mutually determined by us and you, subject to your reasonable availability, and as needed to accomplish the objectives established
    for the Role.


 


	 	8.	Miscellaneous:


 


	 	a.	All
    use of your name, likeness, images, etc. shall be subject to your prior approval, including, without limitation, press releases,
    which shall not be unreasonably withheld;
	 	 	 
	 	b.	Either
    Party may terminate this Agreement upon 30 days prior written notice to the other. In the event of such termination, you shall
    be entitled to retain any vested shares.


 


Agreed
to and accepted as of the date first above written:


 


	bBooth, Inc. 	 	Nick Cannon, individually and on behalf of Nick Cannon, Inc.
	 	 	 	 	 
	by:	/s/
    Rory J. Cutaia	 	by:	/s/
    Nick Cannon
	 	Rory
    J. Cutaia, CEO	 	 	Nick
    Cannon


 


901
Hancock Ave Suite 308 West Hollywood, CA 90069 | 855.250.2300 | www.bBooth.com