EMPLOYMENT AGREEMENT


 


THIS EMPLOYMENT
AGREEMENT (this “Agreement'”) is made as of July 29, 2016 (the “Effective Date”), between Precious
Investments, Inc. (the “Company”), doing business at 1101 – 21 Dundas Square Toronto, Canada M5B 1B7 and
Kashif Khan (the “Employee”). The Company and the Employee are sometimes hereinafter referred to individually
as a “Party” and together as “Parties.” Capitalized terms used in this Agreement but not otherwise defined
herein shall have the meaning given to them in Section 12 below.


 


WHEREAS,
the Employee has substantial business knowledge, expertise and experience in the conduct of the business of the Company and the
Company desires to retain the knowledge, expertise and experience of the Employee to assist in the operations and management of
the Company and its Subsidiaries;


 


WHEREAS,
Employee acknowledges that in connection with his employment Employee will have access to valuable Confidential Information (as
defined in Section 8 below) including, but not limited to, the Company's and its Subsidiaries' methods of doing business, business
plans and trade secrets; and


 


NOW THEREFORE,
in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties hereto, intending to be legally bound, agree as follows:


 


1.                  
Employment. The Company hereby employs the Employee and the Employee hereby accepts employment, pursuant to the terms and
conditions of this Agreement.


 


2.                  
Employment; Term. The Company hereby employs Employee, and Employee hereby accepts employment with the Company, upon the
terms and conditions set forth in this Agreement for the period beginning on the Effective Date and continuing until terminated
as provided in Section 6 hereof (such period being the “Employment Period”).


 


3.                  
Position and Duties.


 


(a) During the Employment
Period, Employee wil1 serve as Chief Executive Officer of the Company and will have the normal duties, responsibilities and authority
of this office, subject to the power of the Board to expand or limit such duties, responsibilities and authority and to override
Employee’s actions.


 


(b) During
the Employment Period, Employee will report to the Board and will devote his full time, best efforts and attention (except for
permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and
its Subsidiaries and to the performance of such duties, as aforesaid and as may be assigned to his from time to time by the Company.
Employee will act in the best interest of the Company and its Subsidiaries and, except as may be specifically permitted by the
Board, will not engage in any other business activity. Employee will perform his duties, responsibilities and functions on behalf
of the Company and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, businesslike and efficient
manner. However, nothing in this Agreement shall bar or impair the Employee from continuing his existing or future Corporate Board
Affiliations providing any affiliation is not deemed a competitor of Company.


 


4.                  
Compensation.


 


(a) During
the Employment Period, Employee’s base salary will be no less than $100,000 per annum (as adjusted from time to time, the
“Base Salary”). Employee’s Base Salary will be paid by the Company in regular installments in accordance
with the Company’s general payroll practices and may be increased in the sole discretion of the Board.


 


(b) In addition
to the Base Salary, for each complete calendar year during the Employment Period so long as Employee is employed by the Company
on the last day of such calendar year Employee will be eligible to earn a performance bonus (“Performance Bonus”).
Employee’s target Performance Bonus for each complete fiscal year will be equal to ten percent (10%) of his Base Salary for
such fiscal year (the “Target Bonus”). The actual amount of the


 




    	 		 



    	 



    

 


Performance Bonus payable to Employee
for any fiscal year may be greater than or less than the Target Bonus for such fiscal year and will be determined by the decision
of the Board based on the achievement of certain financial and individual performance goals to be established annually by the Board.
Any Performance Bonus payable pursuant to this Section 3(b) will be payable in a lump sum at such time as may be determined by
the Board, but no later than the earlier of (i) ten (10) business days after the Company finalizes its audited financial statements
for the applicable year or (ii) 150 days following the end of such fiscal year.


 


(c) Upon Employee’s
execution of this Agreement, the Company will immediately award to Employee 6,500,000 shares of the Company's Common Stock.


 


(d) Upon Employee’s
execution of this Agreement, the Company will grant to Employee an option to purchase 10,000,000 shares of the Company's Common
Stock with an exercise price of $0.10 per share (the “Exercise Price”). The option vests immediately in its entirety.
The option may be exercised in cash or, in lieu of a cash exercise, an amount equal to the value of this option using the following
formula:


 


X = Y (A - B)


A


 





WhereX = the
number of shares to be issued to Employee.


 


Y = the
number of shares that Employee elects to purchase under this option (at the date prior of such calculation).


 


A = the
Market Price (at the date prior of such calculation).


 


B = the
Exercise Price.







 








(e) Employee will
have the right, at any time during the course of this Agreement, and up to 6 months after the expiration of the term of this Agreement
or any extension thereto, to convert any then unpaid compensation to Company stock at a price equal to 50% of the lowest Market
Price of the Common Stock, for the ten prior Trading Days including the day upon which a Notice of Conversion is
received by the Company. Employee shall notify the Company in writing at least 5 business days prior to the end of the month that
the Employee elects to take said compensation in the form of stock. The company must make arrangements for said stock transfer
within 5 business days of the receipt of the written notification, and said stock must be delivered within 15 days of receipt of
said notice to the Company.


 


5. Benefits.


 


In addition to the
Base Salary and other compensation provided for in Section 4 above, Employee will be entitled to the following benefits during
the Employment Period:


 


(a) Employee will
be entitled to participate in the Company’s health and welfare benefit programs and vacation and other benefit programs for
which other employees of the Company are generally eligible, subject to any eligibility requirements of such plans and programs.


 


(b) The Company
will reimburse Employee for all reasonable expenses incurred by his in the course of performing his duties and responsibilities
under this Agreement which are consistent with the Company's policies in effect from time to time with respect to travel, entertainment
and other business expenses, subject to the Company’s requirements with respect to reporting and documentation of such expenses.
For purposes of Code Section 409A, any reimbursements otherwise payable to Employee under this Section 4(b) shall be paid no later
than the end of the calendar month following the month in which related expense was incurred, the amount of expenses reimbursed
in one month shall not effect the amount eligible for reimbursement in any subsequent month, and Employee’s right to reimbursement
under this Agreement will not be subject to liquidation or exchange for another benefit.


 




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(c) The Company
shall indemnify and hold harmless the Employee against all claims arising out of Employee's actions or omissions occurring during
Employee's employment with the Company to the fullest extent provided (A) by the Company's Certificate of Incorporation and/or
Bylaws, and (B) under the Nevada General Corporation Law, as each may be amended from time to time. If financial feasible, the
Company may maintain a Directors & Officers liability insurance policy (“D&O Coverage”) covering Employee
to the same extent as the Company provides such coverage for its other executive officers and directors. The aforesaid indemnification
and hold harmless obligations shall include any costs or expenses (including attorneys’ fees), judgments, fines, losses,
claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil,
criminal, administrative or investigative, by reason of the fact that the Employee is or was a director, officer, employee or agent
of the Company or any Subsidiary, whether asserted or claimed prior to, at or after the date of the Employee's termination of employment,
to the fullest extent permitted under applicable law and on a basis no less favorable than in existence under the Company's Bylaws
and Certificate of Incorporation in effect as of the Effective Date of this Agreement.


 


6.  Termination.


 


(a) Notwithstanding
Section 1 of this Agreement, Employee’s employment with the Company and the Employment Period will end on the earlier
of (i) the Employee's death or mental or physical disability or incapacity, such that he is unable to fulfill his duties and responsibilities,
with or without a reasonable accommodation (as determined by a physician selected by the Company in its good faith judgment), (ii)
the Employee’s resignation or (iii) termination by the Company at any time with or without Cause (as defined below). Except
as otherwise provided herein, any termination of the Employment Period by the Company or by the Employee will be effective as specified
in a written notice from the terminating Party to the other Party.


 


(b) If during the
Employment Period the Employee’s employment with the Company is terminated pursuant to Section 6(a)(i) above, or is
terminated by the Company with Cause or if the Employee resigns for any reason other than Good Reason, then Employee will
only be entitled to receive his Base Salary through the date of termination and payment (at the rate of Base Salary then in effect)
for any vacation time accrued during the portion of the then-current calendar year ending with the date of such termination and
not used prior to that date and will not be entitled to any other salary, bonus, severance, compensation or benefits from the Company
or any of its Subsidiaries or affiliates or their benefit plans, other than vested retirement benefits or insurance continuation
rights expressly required under applicable law (such as the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended
(“COBRA”).


 


(c) If (i) Employee's
employment with the Company is terminated during the Employment Period by the Company without Cause or by the Employee with Good
Reason and, in either case, (ii) Employee executes a general release (the “Release”) in favor of the Company,
their Subsidiaries and their affiliates in form and substance satisfactory to the Company within 25 days of such termination and
such release becomes effective and is not revoked or rescinded, (iii) Employee complies with the terms of this Agreement and the
Release, and (iv) Employee has worked for the company for at least one month, Employee will be entitled to receive as severance
his Base Salary for a period equal to the number of complete months he has worked for the Company, up to a maximum of three (3)
months. The severance payments payable to Employee pursuant to this clause (c) of this Section will be paid over time at the times
and in the manner that his Base Salary is paid pursuant to Section 4 hereof, beginning at the end of the first complete
pay period following the sixtieth (60th) day after such termination. Notwithstanding the foregoing, if the Company is a "public
company" within the meaning of Internal Revenue Code Section 409A, any amounts payable to Employee during the first six months
and one day following the date of termination pursuant to this Section 6(c) will be deferred until the date which is six (6) months
and one day following such termination, and if such payments are required to be so deferred the first payment will be in an amount
equal to the total amount to which Employee would otherwise have been entitled during the period following the date of termination
of employment if deferral had not been required.


 


(d) Except as otherwise
expressly provided herein, all of Employee' s rights to salary, bonuses, fringe benefits, severance and other compensation hereunder
or under any policy or program or benefit plans of the Company or any of its Subsidiaries which might otherwise accrue or become
payable on or after the termination of the Employment Period will cease upon such termination other than vested retirement benefits
or insurance continuation rights expressly required under applicable law (such as COBRA).


 




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(e) For purposes
of this Agreement, “Cause” will mean (i) conviction of a felony, (ii) repeated and continuous failure to perform
lawful duties as reasonably directed by the Board and only after written notice has been provided to Employee within 10 days after
each such incident of failure, (iii) gross negligence or willful misconduct with respect to the Company or any of its Subsidiaries
or affiliates or in the performance of Employee's duties hereunder, (iv) violating any of the terms of the Company's established
rules or policies which, if curable, is not cured to the Board's reasonable satisfaction within forty-five (45) days after written
notice thereof to Employee, (v) any other material breach of this Agreement or any other agreement between the Employee and the
Company or any of its Subsidiaries which, if curable, is not cured to the Board's reasonable satisfaction within fifteen (15) days
after written notice thereof to Employee.


 


(f) For purposes
of this Agreement, “Good Reason” will mean (i) Employee is demoted to a position other than Chief Executive
Officer, (ii) any material breach of this Agreement by the Company, which breach is not cured within forty-five (45) business days
following written notice to the Company of such breach, or (iii) the Company requiring Employee, without Employee' s prior consent,
to be permanently based at any office located more than fifty (50) miles from the Company's office at which Employee is based as
of the date of this Agreement, excluding travel reasonably required in the performance of Employee's duties hereunder, (iv) a Change
of Control, or (v) the Company's liquidation, insolvency, assignment for the benefit of creditor(s), or upon the filing of a petition
in bankruptcy provided that in the case of clauses (i), (ii), (iii), or (iv) an event or circumstance, (v) shall only constitute
"Good Reason" during the ninety (90) day period following the date of such assignment (after which it shall be deemed
waived by Employee if prior thereto Employee has not exercised his right to resign for "Good Reason"), (vi) shall only
constitute "Good Reason" if Employee gives written notice to the Company of his intent to terminate this Agreement and
the Company fails to remedy the same within forty five (45) days after such notice.


 


7.  Non-Disparagement.


 


Employee agrees
not to disparage or impugn the Company, its subsidiaries or any members of its Board. Likewise, the Company, its subsidiaries,
the members of its Board and its management level employees will not disparage or impugn Employee.


 


8.  Confidential Information.


 


(a) Employee
recognizes and acknowledges that the continued success of the Company and its Subsidiaries depends upon the use and
protection of a large body of confidential and proprietary information and that Employee will have access to certain
Confidential Information of the Company, its Subsidiaries and affiliates and Persons with which the Company and its
Subsidiaries do business, and that such Confidential Information constitutes valuable, special and unique property of the
Company, its Subsidiaries and affiliates and such other Persons. “Confidential Information” will be interpreted
to include all information of any sort (whether merely remembered or embodied in a tangible or intangible form) that is (i)
related to the Company's or its Subsidiaries' or affiliates' (including their predecessors) current or potential business and
(ii) not generally or publicly known. Confidential Information includes, without limitation, the information and data
obtained by Employee while employed by the Company and its Subsidiaries concerning the business or affairs of the Company or
any of its Subsidiaries or affiliates, including information concerning acquisition opportunities in or reasonably related to
the Company's or its Subsidiaries' or affiliates' business or industry, the identities of the current, former or prospective
employees, suppliers and customers of the Company or its Subsidiaries, development, transition and transformation plans,
methodologies and methods of doing business, strategic, marketing and expansion plans, financial and business plans,
financial data, pricing information, employee lists and telephone numbers, locations of sales representatives, new and
existing customer or supplier programs and services, customer terms, customer service and integration processes,
requirements and costs of providing service, support and equipment, any or all of which are not generally or publicly known.
The Employee agrees that he will use the Confidential Information only as necessary and only in connection with the
performance of his duties hereunder. Employee agrees that he will not knowingly disclose to any unauthorized Person or use
for his own or any other purposes (except as described in the immediately preceding sentence) any Confidential Information
without the prior written consent of the Board, unless and to the extent that (a) the Confidential Information becomes
generally known to and available for use by the public other than as a result of Employee's acts or omissions or (b) Employee
is ordered by a court of competent jurisdiction to disclose Confidential Information, provided that Employee must (i) provide
prompt written notice to the Company of any relevant process or pleadings that could lead to such an order and (ii) cooperate
with the Company to contest, object to or limit such a request and, in any case, when revealing, such Confidential
Information to such court order.


 






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(b) Employee understands
that the Company and its Subsidiaries and affiliates will receive from third parties confidential or proprietary information (“Third
Party Information”) subject to a duty on the Company and its Subsidiaries and affiliates to maintain the confidentiality
of such information and to use it only for certain limited purposes. During the Employment Period and thereafter, and without in
any way limiting the foregoing provisions of this Section 8, Employee will hold Third Party Information in the strictest confidence
and will not knowingly disclose to anyone (other than personnel and consultants of the Company or its Subsidiaries and affiliates
who need to know such information in connection with their work for the Company or its Subsidiaries and affiliates) or use Third
Party Information unless expressly authorized by such third party or by the Board.


  


(c) Employee will
use in the performance of his duties only information which is (i) generally known and used by persons with training and experience
comparable to Employee's and which is (a) common knowledge in the industry or (b) is otherwise legally in the public domain, (ii)
is otherwise provided or developed by the Company or any of its Subsidiaries or affiliates or (iii) in the case of materials, property
or information belonging to any former employer or other person or entity to whom Employee has an obligation of confidentiality,
approved for such use in writing by such former employer or other Person.


 


9. Return of Corporate Property.


 


Employee acknowledges
and agrees that all notes, records, reports, sketches, plans, unpublished memoranda or other documents, whether in paper, electronic
or other form (and all copies thereof), held by Employee concerning any information relating to the business of the Company or
any of its Subsidiaries, whether confidential or not, are the property of the Company. Employee will deliver to the Company at
the termination or expiration of the Employment Period, or at any other time the Company may request, all equipment, files, property,
memoranda, notes, plans, records, reports, printouts and software and other documents and data (and all electronic, paper or other
copies thereof) belonging to the Company or any of its Subsidiaries which he may then possess or have under his control.


 


10. Intellectual Property Rights.


 


Employee acknowledges
and agrees that all inventions, technology, processes, innovations, ideas, improvements, developments, methods, designs, analyses,
trademarks, service marks, and other indicia of origin, writings, audiovisual works, concepts, drawings, reports and all similar,
related, or derivative information or works (whether or not patentable or subject to copyright), including but not limited to all
patents, copyrights, copyright registrations, trademarks, and trademark registrations in and to any of the foregoing, along with
the right to practice, employ, exploit, use, develop, reproduce, copy, distribute copies, publish, license, or create works derivative
of any of the foregoing, and the right to choose not to do or permit any of the aforementioned actions, which relate to the Company's
or any of its Subsidiaries' or affiliates' actual or anticipated business, research and development or existing or future products
or services and which are conceived, developed or made by Employee while employed by the Company and its Subsidiaries or any of
their predecessors (collectively, the “Work Product”) belong to the Company or such Subsidiary. All Work Product
created by Employee while employed by the Company or any of its predecessors will be considered “work made for hire,”
and as such, the Company is the sole owner of all rights, title, and interests therein. All other rights to any new Work Product
and all rights to any existing Work Product, including but not limited to all of Employee's rights to any copyrights or copyright
registrations related thereto, are conveyed, assigned and transferred to the Company pursuant to this Agreement. Employee will
promptly disclose and deliver such Work Product to the Company and, at the Company's expense, perform all actions reasonably requested
by the Company (whether during or after the Employment Period) to establish, confirm and protect such ownership (including, without
limitation, the execution of assignments, copyright registrations, consents, licenses, powers of attorney and other instruments).


 


11. Employee's Representations.


 







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Employee
hereby represents and warrants to the Company that (i) he has entered into this Agreement of his own free will for no
consideration other than as referred to herein, (ii) the execution, delivery and performance of this Agreement by Employee
does not and will not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order,
judgment or decree to which Employee is a party or by which Employee is bound, (iii) Employee is not a party to or bound by
any employment, non-competition, confidentiality or other similar agreement with any other Person and (iv) upon the execution
and delivery of this Agreement by the Company, this Agreement will be the valid and binding obligation of Employee,
enforceable in accordance with its terms. Employee hereby acknowledges and represents that Employee has had the opportunity
to consult with independent legal counsel regarding Employee's rights and obligations under this Agreement and that Employee
fully understands the terms and conditions contained herein.


 


12. Definitions.


 


“Board" means the
Board of Directors of the Company.


 


"Business" means the
business (whether conducted or to be conducted in the future) of (a) marketing and selling colored diamonds, and (b) providing
any other products or services which the Company or any of its Subsidiaries provide during the Employment Period.


 


“Change of Control”
means the occurrence of any of the following events, whether in one or a series of related transactions: (a) the acquisition of
at least fifty percent (50%) of the then outstanding shares of common stock of Precious Investments, Inc. by any Person or entity,
(b) the acquisition of all or substantially all of the assets of Precious Investments, Inc., or (c) any merger or consolidation
of Precious Investments, Inc., provided that the events described in clause (b) or (c) of this definition will not be deemed a
Change of Control if more than fifty percent (50%) of the then outstanding shares of common stock of the acquiring entity or surviving
entity (in the case of a merger) are owned by Persons who, immediately prior to such event, owned more than fifty percent (50%)
of the then outstanding shares of common stock of Precious Investments, Inc., as the case may be. In determining whether the fifty
percent (50%) threshold discussed above has been met, shares which are subject to voting control by a Person or Persons acting
under a voting agreement (but not a revocable proxy) will be counted, even though such shares may not be owned by such Person.


 


“Closing Price” shall mean
the 4:00 P.M. last sale price of the Common Stock on the Principal Market on the relevant Trading Day(s), as reported by Bloomberg
LP (or if that service is not then reporting the relevant information regarding the Common Stock, a comparable reporting service
of national reputation selected by the Holder and reasonably acceptable to the Company) (“Bloomberg”) for the relevant
date.


 


“Customer” means
any Person who: (a) purchased products or services from the Company or any Subsidiary during the two years prior to the date of
termination of Employee's employment.


 


“Market Price” shall mean
the Closing Price for the Company’s Common Stock on the Trading Day exercise date.


 


“Person” means any
natural person, corporation, general partnership, limited partnership, limited liability company or partnership, proprietorship,
other business organization, trust, union, association or governmental or regulatory entities, department, agency or authority.


 


“Subsidiaries” means
any corporation, limited liability company or other entity of which the securities or other ownership interests having the voting
power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company
or any corporation or other entity of which the Company or one of its Subsidiaries serves as the managing member or in a similar
capacity, in each case either directly or through one or more Subsidiaries, the names and addresses of which will be provided to
the Employee upon execution of this Agreement.


 


“Trading Day”
shall mean any day during which the principal market on which the Common Stock is traded (the “Principal Market”) shall
be open for business.


 




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13. Survival.


 


Sections 7, 8, 9
and 10 will survive and continue in full force in accordance with their terms notwithstanding the termination of the Employment
Period.


 


14. Notices.


 


Any notice provided
for in this Agreement will be in writing and will be either personally delivered, sent by reputable overnight courier service,
sent by facsimile (with hard copy to follow by regular mail) or mailed by first class mail, return receipt requested, to the recipient
at the address indicated above or such other address or to the attention of such other person as the recipient Party will have
specified by prior written notice to the sending Party. Any notice under this Agreement will be deemed to have been given when
so delivered, sent or mailed.


 


15. Severability.


 


Whenever possible,
each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable Jaw, but if any
provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in
any jurisdiction ,such invalidity, illegality or unenforceability will not affect any other provision or any action in any other
jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable
provision had never been contained herein.


 


16. Complete Agreement.


 


This Agreement embodies
the complete agreement and understanding among the Parties and supersedes and preempts any prior understandings, agreements or
representations by or among the Parties, written or oral, which may have related to the subject matter hereof in any way.


 


17. Counterparts.


 


This Agreement may
be executed in separate counterparts (including by facsimile and electronic signature pages), each of which is deemed to be an
original and all of which taken together constitute one and the same agreement.


 


18. No Strict Construction.


 


The parties hereto
jointly participated in the negotiation and drafting of this Agreement. The language used in this Agreement will be deemed to be
the language chosen by the parties hereto to express their collective mutual intent, this Agreement will be construed as if drafted
jointly by the parties hereto, and no rule of strict construction will be applied against any Person.


 


19. Successors and Assigns.


 


This Agreement is
intended to bind and inure to the benefit of and be enforceable by Employee, the Company and their respective heirs, successors
and assigns. Employee may not assign his rights or delegate his duties or obligations hereunder without the prior written consent
of the Company. The Company may assign its rights and obligations hereunder, without the consent of, or notice to, the Employee,
to any of the Company's affiliates or any Subsidiary of the Company. In the event of a Change of Control, the Company will assign
this Agreement to the Person that acquires the Company and retains the Employee, in which case all references to the Company will
refer to such assignee.


 


20. Choice of Law; Exclusive
Venue.


  




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THIS AGREEMENT, AND ALL ISSUES
AND QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT, WILL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEVADA, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR
CONFLICT OF LAW RULES OR PROVISIONS {WHETHER OF THE STATE OF NEVADA OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE
APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE. THE PARTIES AGREE THAT ALL DISPUTES, LEGAL
ACTIONS, SUITS AND PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT EXCLUSIVELY IN A FEDERAL DISTRICT
COURT LOCATED IN LAS VEGAS, NEVADA OR THE SUPERIOR COURT LOCATED IN LAS VEGAS, NEVADA(COLLECTIVELY THE "DESIGNATED
COURTS"). EACH PARTY HEREBY CONSENTS AND SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE DESIGNATED COURTS. NO LEGAL
ACTION, SUIT OR PROCEEDING WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN ANY OTHER FORUM. EACH PARTY HEREBY IRREVOCABLY
WAIVES ALL CLAIMS OF IMMUNITY FROM JURISDICTION AND ANY OBJECTION WHICH SUCH PARTY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF
VENUE OF ANY SUIT, ACTION OR PROCEEDING IN ANY DESIGNATED COURT, INCLUDING ANY RIGHT TO OBJECT ON THE BASIS THAT ANY DISPUTE,
ACTION, SUIT OR PROCEEDING BROUGHT IN THE DESIGNATED COURTS HAS BEEN BROUGHT IN AN IMPROPER OR INCONVENIENT FORUM OR VENUE.
EACH OF THE PARTIES ALSO AGREES THAT DELIVERY OF ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT TO A PARTY HEREOF IN COMPLIANCE
WITH SECTION 13 OF THIS AGREEMENT SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY ACTION, SUIT OR PROCEEDING IN A DESIGNATED
COURT WITH RESPECT TO ANY MATTERS TO WHICH THE PARTIES HAVE SUBMITTED TO JURISDICTION AS SET FORTH ABOVE.


 


21. Mutual Waiver of Jury Trial.


 


THE PARTIES EACH
WAIVE THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS
AGREEMENT IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR ANY
AFFILIATE OF ANY OTHER SUCH PARTY, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE. THE PARTIES EACH AGREE THAT
ANY SUCH CLAIM OR CAUSE OF ACTION WILL BE TRIED BY A JUDGE WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER
AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION , COUNTERCLAIM OR
OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY PROVISION
HEREOF. THIS WAIVER WILL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.


 


22. Business Days.


 


If any time period
for giving notice or taking action hereunder expires on a day which is a Saturday, Sunday or legal holiday in the state in which
the Company's chief-executive office is located, the time period shall automatically be extended to the business day immediately
following such Saturday, Sunday or legal holiday.


 


23. Withholding.


 


The Company and
its Subsidiaries will be entitled to deduct or withhold from any amounts owing to Employee any federal, state, local or foreign
withholding taxes, excise tax, or employment taxes (“Taxes”) imposed with respect to Employee' s compensation
or other payments from the Company or any of its Subsidiaries or Employee' s ownership interest in the Company or any of its Subsidiaries
or its parent (including, without limitation, wages, bonuses, dividends, the receipt or exercise of equity options and/or the receipt
or vesting of restricted equity).


 


24. Assistance in Proceedings.


 


During the Employment
Period and for twelve (12) months thereafter, Employee will reasonably cooperate with the Company and its Subsidiaries in any internal
investigation or administrative, regulatory or judicial proceeding as reasonably requested by the Company (including, without limitation,
Employee being available to the Company and its Subsidiaries upon reasonable notice for interviews and factual investigations,
appearing at the Company's


 




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request to give testimony without requiring
service of a subpoena or other legal process, volunteering to the Company and its Subsidiaries all pertinent information and turning
over to the Company and its Subsidiaries all relevant documents which are or may come into Employee' s possession, all at times
and on schedules that are reasonably consistent with Employee' s other permitted activities and commitments). In the event the
Company requires Employee's cooperation in accordance with this Section 24, the Company will pay Employee a reasonable per
diem as determined by the Board and reimburse Employee for reasonable expenses incurred in connection therewith (including lodging
and meals, upon submission of receipts).


 


25. Amendment and Waiver.


 


The provisions of
this Agreement may be amended or waived only with the prior written consent of the Company and Employee, and no course of conduct
or course of dealing or failure or delay by any Party hereto in enforcing or exercising any of the provisions of this Agreement
will affect the validity, binding effect or enforceability of this Agreement or be deemed to be an implied waiver of any provision
of this Agreement.


 


26. 409A.


 


It is intended that
any amounts payable under this Agreement shall comply with the provisions of Section 409A of the Internal Revenue Code of 1986,
as amended (the "Code"), and this Agreement shall be construed and interpreted consistent with that intent. Employee
and the Company agree to make such reasonable amendments to this Agreement as may be necessary to avoid the imposition of penalties
and additional taxes on Employee under Code Section 409A of the Code. For purposes of Code Section 409A, (i) references herein
to the Employee's ''termination of employment" or like references shall refer to the Employee's "separation from service"
with the Company within the meaning of Section 409A of the Code and the Treasury Regulations thereunder and (ii) each amount payable
under this Agreement as a result of the separation of the Employee's service shall constitute a "separate payment” within
the meaning of Treasury Regulation §l.409A- 2(b)(2)(iii), and each such payment shall at all times be considered a separate
and distinct payment for all purposes of Code Section 409A. Employee acknowledges and agrees that notwithstanding this Section
26 or any other provision of this Agreement, the Company is not providing any tax advice with respect to Code Section 409A or otherwise
and is not making any guarantees or other assurances of any kind to Employee with respect to the tax consequences or treatment
of any amounts paid or payable to Employee hereunder.


 


IN WITNESS WHEREOF,
the Parties hereto have executed this Employment Agreement as of the date first written above.


 


PRECIOUS INVESTMENTS, INC.


 


 


 


/s/ Kashif Khan


By: Kashif Khan


Its: Chief Executive Officer


 


 


EMPLOYEE


 


 


 


/s/ Kashif Khan


Kashif Khan






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