DIRECTOR AGREEMENT


This DIRECTOR AGREEMENT is dated April
____, 2015 (the “Agreement”) by and between Global Humax Capital Management, Inc, a Florida corporation (the “Company”),
and __________, an individual resident of the State of ________________(the “Director”).


WHEREAS, the Company appointed the
Director effective as of the date hereof (the “Effective Date”) 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 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 initial six-month term on the Board
shall be subject to any necessary approval by the Company’s stockholders.


 


2.Duties.


(a)During the Directorship Term (as defined herein),
the Director make reasonable business efforts to attend all Board meetings and quarterly pre-scheduled Board and Management conference
calls, serve on appropriate subcommittees as reasonably requested and agreed upon by the Board, make himself available to the Company
at mutually convenient times and places, attend external meetings and presentations when agreed on in advance, 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, subject to any limitations set forth by the Sarbanes-Oxley Act of 2002 and limitations provided by any exchange or quotation
service on which the Company’s common stock is listed or traded.  Notwithstanding the same, the Director will provide
the Company with prior written notice of any future commitments to such entities and 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.Compensation.


 


(a)                
Monthly Fee.  The Director shall receive $600 USD for each month of service
at the end of each calendar month after the Effective Date.


 


(b)                
Restricted Stock.  The Director shall receive ________________ shares of
the Company’s common stock. Such shares shall vest in four (4) equal amounts over a period of twelve (12) months, the initial
amount vesting on the Effective Date.  Notwithstanding the foregoing, if the Director ceases to be a member of Board
at any time during the vesting period for any reason (such as resignation, withdrawal, death, disability or any other reason),
then any unvested shares shall be irrefutably forfeited. 


 




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(c)                
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.


 


(d)                
Expense Reimbursements.  During the Directorship Term, the Company shall
reimburse the Director for 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. Any reimbursements for allocated expenses (as compared to out-of-pocket
expenses of the Director in excess of $500.00) 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 Effective Date 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.


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 stockholder
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, promotions, development, financing, expansion plans, business policies
and practices, and other forms of information considered by the Company to be confidential 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




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the one year period prior to the termination of the Directorship
Term, was an employee or customer of the Company or otherwise had a material business relationship with the Company.


 


(c)                
 Non-Compete. The Director agrees that during the Directorship Term and for a period of Three
(3) years thereafter, he shall not in any manner, directly or indirectly, through any person, firm or corporation, alone or as
a member of a partnership or as an officer, director, stockholder, investor or employee of or consultant to any other corporation
or enterprise; engage in the business of developing, marketing, selling or supporting technology to or for businesses in which
the Company engages in or in which the Company has an actual intention, as evidenced by the Company's written business plans, to
engage in, within any geographic area in which the Company is then conducting such business.  Nothing in this Section 6
shall prohibit the Director from being (i) a stockholder in a mutual fund or a diversified investment company or (ii) a
passive owner of not more than three percent of the outstanding stock of any class of securities of a corporation, which are publicly
traded, so long as the Director has no active participation in the business of such corporation.


 


(d)                
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.


 


(e)                
(f) 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 to the fullest extent permitted under applicable
law and shall use its best efforts to maintain Directors and Officers Insurance benefitting the Board.


 


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.


 


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. 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.


 




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13. Governing Law.  This Agreement
shall be governed by and construed in accordance with the laws of the State of Florida, without reference to the principles of
conflict of laws. All actions and proceedings arising out of or relating to this Agreement shall be heard and determined in any
court in Palm Beach County, Florida and the parties hereto hereby consent to the jurisdiction of such courts in any such action
or proceeding; provided, however, that neither party shall commence any such action or proceeding unless
prior thereto the parties have in good faith attempted to resolve the claim, dispute or cause of action which is the subject of
such action or proceeding through mediation by an independent third party.


 


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.


 


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.


 


	 	 	 
	Global Humax Capital Management, Inc.
	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 
	 
	 
	DIRECTOR


 


 


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