Exhibit
10.6


 


EMPLOYMENT
AGREEMENT


 


THIS
AGREEMENT is made and entered into this 13th day of October 2015, (the “Effective Date”) between
Royal Energy Resources, Inc., a Delaware corporation (the “Company”), and William L. Tuorto (“Executive”).


 


W I T N E S S E T H:


 


WHEREAS,
the Company is engaged in the business of acquiring and operating natural resources assets, including coal, oil and gas (the “Business”);



 


WHEREAS,
the parties hereto desire to enter into an agreement for the Company’s employment of Executive on the terms and conditions
contained in this Agreement;


 


NOW,
THEREFORE, for and in consideration of the premises and the mutual covenants and agreements contained in this Agreement, and
for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree
as follows:


 


1.
Employment, Title and Responsibilities. Subject to the terms and conditions of this Agreement, the Company hereby
employs Executive, and Executive hereby accepts employment with the Company, beginning as of the Effective Date. The Executive
shall be employed as the Chairman and Chief Executive Officer for the Company. The duties of the Executive shall include the duties
and projects typical of the office (the “Executive’s Services”), which shall include, but not be limited
to, overall responsibility of managing the Company, all operational and strategic matters, subject to general oversight by the
Board of Directors (the “Board”), the hiring and dismissal of executives, salary and compensation for all executives
and consultants, approval of all finance, licensing, partnerships, and other corporate activities such as press releases, mergers,
acquisitions and/or divestitures and all other duties as are customarily performed by the CEO in a similar position as well as
such other unrelated services and duties as may reasonably be assigned to the Executive from time to time by the Board and/or
any Executive Committee approved by the Board and delegated authority by the Board.


 


2.
Time Commitment; Location of Services. During the Term, Executive will devote such business time, attention and
energies to the diligent and faithful performance of Executive’s duties as an Executive of Company. The Executive will not,
without the express written consent of the Company, during the term of this Agreement directly or indirectly actively engage in
any other business, either as Executive, employer, consultant, principal, officer, director, advisor, or in any other capacity,
either with or without compensation, without the prior written consent of Company. Executive shall perform his duties primarily
at the principal offices of the Company in Charleston, South Carolina, and at such other place(s) as the need, business, or opportunities
of the Company may require from time to time.


 



    	 



    	 	 	 



    

 


3.
Compensation and Benefits. In consideration of Executive’s Services under this Agreement, Company will provide
to Executive compensation and other benefits as set forth on Exhibit A attached hereto. The Company may withhold from any
payments to Executive any taxes that are required by applicable law. The Company agrees that, after the first year of Executive’s
employment under the terms of this Agreement, the Company shall conduct or cause to be conducted a survey to determine the compensation
of CEOs of comparable companies, i.e., companies of comparable size and position. Should the Board in its sole discretion determine
that the survey indicates that other CEOs of comparable companies are being paid more than Executive and that the Company, in
the Board’s sole and unfettered discretion, can afford the increase, the Board shall raise Executive’s Base Compensation
to a level which seems appropriate based on the salaries of CEOs of comparable companies commencing in year two of this Agreement,
provided that the Executive is still in the Company’s employ.


 


4.
Expenses. The Company shall reimburse the Executive, in accordance with the Company’s policies and practices
in effect from time to time, for all out-of-pocket expenses reasonably incurred by the Executive in performance of the Executive’s
duties under this Agreement. The Executive is responsible for proper substantiation and reporting of all such expenses in accordance
with Company rules, regulations, policies and practices in effect from time to time.


 


5.
Covenants of Executive. Executive understands and acknowledges that the Company’s ability to develop and retain
trade secrets, customer lists, proprietary techniques, information regarding customer needs and other confidential information
relating to the Company Business is of the utmost importance to the Company’s success, and Executive further acknowledges
that Executive will develop and learn information in the course of Executive’s employment that would be useful in competing
unfairly with the Company. In light of these facts and in consideration of Executive’s employment with the Company and the
Company’s agreement to compensate Executive on the terms set forth in Section 5 of this Agreement, Executive covenants
and agrees with Company as follows:


 


	 	5.1.	Confidential
    Information. Executive shall use his best efforts to protect
    Confidential Information. During and after association with Company, Executive will not use (other than for Company) or disclose
    any of Company’s Confidential Information. “Confidential Information” means information, without
    regard to form, relating to Company’s customers, operation, finances, and business that derives economic value, actual
    or potential, from not being generally known to other Persons, including, but not limited to, technical or nontechnical data,
    formulas, patterns, compilations (including compilations of customer information), programs, models, concepts, designs, devices,
    methods, techniques, processes, financial data or lists of actual or potential customers (including identifying information
    about customers), whether or not in writing. Confidential Information includes information disclosed to Company by third parties
    that Company is obligated to maintain as confidential. Confidential Information subject to this Agreement may include information
    that is not a trade secret under applicable law, but information not constituting a trade secret only shall be treated as
    Confidential Information under this Agreement for a two (2) year period after the date on which Executive’s employment
    with the Company is terminated (the “Termination Date”). “Person” means any individual,
    corporation, limited liability company, bank, partnership, joint venture, association, joint-stock company, trust, unincorporated
    organization or other entity.



 



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	 	5.2.	Return
    of Materials. On the Termination Date or for any reason or at
    any time at Company’s request, Executive will deliver promptly to Company all materials, documents, plans, records,
    notes, or other papers and any copies in Executive’s possession or control relating in any way to Company’s Business,
    which at all times shall be the property of Company.
	 	 	 
	 	5.3.	Solicitation
    of Executives and Independent Contractors. During Executive’s
    employment hereunder and for two (2) years after the Termination Date, Executive will not induce, solicit, or assist in the
    solicitation of, any Person employed or engaged by Company in any capacity (including without limitation as an Executive or
    independent contractor), to terminate such employment or other engagement, whether or not such Person is employed or engaged
    pursuant to a contract with Company and whether or not such Person is employed or otherwise engaged at will.
	 	 	 
	 	5.4.	Non-Solicitation
    of Customers. During Executive’s employment hereunder,
    and for a period of five (5) years after the Termination Date, Executive will not, except on behalf of the Company or an affiliate
    of the Company, directly or indirectly, whether alone or with any other Person as a partner, officer, director, Executive,
    agent, shareholder, consultant, sales representative or otherwise solicit, induce or encourage any customer of the Company
    to terminate the customer’s relationship with the Company or any way reduce the amount of business which the customer
    does with the Company.
	 	 	 
	 	5.5.	Disparagement.
    Executive shall not at any time make false, misleading or disparaging
    statements about Company, including its products, services, management, Executives, and customers.
	 	 	 
	 	5.6.	Prior
    Agreements. Executive warrants that Executive is not under any
    obligation, contractual or otherwise, limiting or affecting Executive’s ability or right to perform freely Services
    for Company. Upon execution of this Agreement, Executive will give Company a copy of any agreement, or notify Company of any
    agreement if a written agreement is not available, with a prior employer or other Person purporting to limit or affect Executive’s
    ability or right to perform Services for Company, to solicit customers or potential customers, to solicit the Executives or
    independent contractors of a prior employer or other Person, or to use any type of information.
	 	 	 
	 	5.7.	Future
    Employment or Contractual Opportunities. At any time before,
    and for one year after, the Termination Date, Executive shall provide any prospective employer with a copy of this Agreement,
    and upon accepting any employment with another Person, provide Company with the employer’s name and a description of
    the services Executive will provide.



 



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	 	5.8.	Work
    For Hire Acknowledgment; Assignment. Executive acknowledges
    that work on and contributions to documents, programs, and other expressions in any tangible medium (collectively, “Works”)
    are within the scope of Executive’s employment and part of Executive’s duties, responsibilities, or assignment.
    Executive’s work on and contributions to the Works will be rendered and made by Executive for, at the instigation of,
    and under the overall direction of, Company, and all such work and contributions, together with the Works, are and at all
    times shall be regarded, as “work made for hire” as that term is used in the United States Copyright Laws. Without
    limiting this acknowledgment, Executive assigns, grants, and delivers exclusively to Company all rights, titles, and interests
    in and to any such Works, and all copies and versions, including all copyrights and renewals. Executive will execute and deliver
    to Company, or its successors and assigns, any assignments and documents Company requests for the purpose of complete, exclusive,
    perpetual, and worldwide ownership of all rights, titles, and interests of every kind and nature, including all copyrights
    in and to the Works, and Executive constitutes and appoints Company as its agent to execute and deliver any assignments or
    documents Executive fails or refuses to execute and deliver, this power and agency being coupled with an interest and being
    irrevocable.
	 	 	 
	 	5.9.	Inventions,
    Ideas and Patents. Executive shall disclose promptly to Company,
    and only to Company, any invention or idea of Executive (developed alone or with others) conceived or made during Executive’s
    employment by Company or within six months of the Termination Date. Executive assigns to Company any such invention or idea
    in any way connected with Executive’s employment or related to Company’s Business, its research or development,
    or demonstrably anticipated research or development and will cooperate with Company and sign all papers deemed necessary by
    Company to enable it to obtain, maintain, protect, and defend patents covering such inventions and ideas and to confirm Company’s
    exclusive ownership of all rights in such inventions, ideas and patents, and irrevocably appoints Company as its agent to
    execute and deliver any assignments or documents Executive fails or refuses to execute and deliver promptly, this power and
    agency being coupled with an interest and being irrevocable. This constitutes written notification that this assignment does
    not apply to an invention for which no equipment, supplies, facility or trade secret information of Company was used, and
    which was developed entirely on Executive’s own time, unless (a) the invention relates (i) directly to Company’s
    Business, or (ii) to Company’s actual or demonstrably anticipated research or development, or (b) the invention results
    from any work performed by Executive for Company.
	 	 	 
	 	5.10.	Property
    of Company. Executive acknowledges and agrees that all business
    Executive generates because of his affiliation with the Company is and shall be the sole property of the Company. All receivables,
    premiums, commissions, fees and other compensation generated by the Executive’s Services are the property of the Company.
    The Executive is hereby prohibited from invoicing customers of the Company except with the express written consent of the
    Company. All checks or bank drafts representing payment for goods or services sold or rendered by the Company are property
    of the Company, and all monies or other consideration in whatever form received by the Executive from a customer of the Company
    shall be tendered immediately to the Company.
    



 



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	 	5.11.	Company
    Policies. During Executive’s employment with the Company,
    Executive shall observe all Company rules, regulations, policies, procedures and practices in effect from time to time, including,
    without limitation, such policies and procedures as are contained in the Company policy and procedures manual, as may be amended
    or superseded from time to time.
	 	 	 
	 	5.12.	Other
    Employment. Executive hereby agrees, effective the end of business
    December 31, 2015, not to accept or to continue in any appointment to any employment, consultantcy, management or board position
    with any other profit or non-profit company without the prior approval of the Board or the Executive Chairman of the Company,
    which approval will not be unreasonably withheld or delayed. This notwithstanding, nothing herein shall prohibit the Executive
    from being an investor in another company such as a member of a limited liability company, a limited partner of a limited
    partnership or a stockholder of a corporation, unless (i) the Executive holds a general partner, manager, employee, consultant
    or associated Board position in such entity or (ii) such ownership would violate any of the Executive’s covenants in
    this Section 5. 


 


6.
Term; Termination.


 


	 	6.1.	Term.
    Unless terminated earlier pursuant to the provisions of this Section
    6 or unless extended pursuant to the provisions of Section 7 below, this Agreement and the Executive’s employment with
    the Company shall terminate on the close of business on the third (3rd) anniversary of this Agreement (the “Initial
    Term”). At such time, the Executive shall be entitled to no further salary or benefits other than those earned or
    accrued but unpaid as of that date, except as specifically set forth herein.
    
	 	 	 
	 	6.2.	Termination.
    Executive’s employment with the Company may be terminated at any
    time during the Initial Term or any Successive Term of this Agreement for any of the following reasons:


 


6.2.1.
By The Company For Cause.


 


(i)
The Company may, at its sole discretion, upon following the procedures in clause (ii) below, terminate the employment of the Executive
For Cause prior to the expiration of the Initial Term or any Successive Term. For purposes of this Section 6.2.1, the term “For
Cause” means the Executive:


 





	 	(a)	Fails
    or refuses in any material respect to perform any duties, consistent with his position or those which may reasonably be assigned
    to him by the Board or materially violates company policy or procedure;


 






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	 	(b)	Is
    grossly negligent in the performance of his duties hereunder;
	 	 	 
	 	(c)	Commits
    of any act of fraud, willful misappropriation of funds, embezzlement or dishonesty with respect to the Company;
	 	 	 
	 	(d)	Is
    convicted of a felony or other criminal violation, which, in the reasonable judgment of the Company, could materially impair
    the Company from substantially meeting its business objectives; 
	 	 	 
	 	(e)	Engages
    in any other intentional misconduct adversely affecting the business or affairs of the Company in a material manner. The term
    “intentional misconduct adversely affecting the business or affairs of the Company” shall mean such misconduct
    that is detrimental to the business or the reputation of the Company as it is perceived both by the general public and the
    biotechnology industry; or 
	 	 	 
	 	(f)	Dies
    or is disabled for three consecutive months in any calendar year to such an extent that the Executive is unable to perform
    substantially all of his essential duties for that time.


 


(ii)
With respect to matters referred to in Section 6.2.1(i)(a) and (b) above, the Executive shall not be terminated unless the Company
has given the Executive written notice of and opportunity to cure the alleged cause for termination and the Executive has not
fully cured the cause within (30) days of receipt of such written notice thereof (the “Cure Period”). Should
Executive fail to fully cure within thirty (30) days of receipt of such written notice, the Executive’s employment shall
terminate at the close of business on the last day of the Cure Period. Furthermore, there shall not be cause for termination under
Sections 6.2.1(i)(a) if the Executive unintentionally fails in any material respect to perform any duties, consistent with his
position or those which may reasonably be assigned to him by the Board because of the Executive’s physical or mental disability.
In such case, the provisions of Section 6.2.1(f) would control. During said Cure Period, the Executive’s salary and benefits
shall continue. Following termination, however, the Executive shall not be entitled to any further salary or benefits other than
those previously accrued but unpaid through the date of termination. With respect to matters referred to in (i)(c) through (f)
above, the Executive may be terminated immediately without an opportunity to cure and shall not be entitled to payment of any
further salary or benefits other than those previously accrued but unpaid through the date of termination.


 



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(iii)
Should the Company terminate Executive’s employment For Cause prior to the end of the Initial Term or any Successive Term
of this Agreement, the Executive shall be entitled to no further salary or benefits other than those earned or accrued but unpaid
as of that date; provided, however, that the Executive shall have whatever rights he may then have, if any, to continued medical
insurance coverage pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”).


 


6.2.2.
By The Company Without Cause.


 


The
parties hereto agree that the Company may, in its sole discretion, terminate the Executive’s employment with the Company
prior to the expiration of the Initial Term or any Successive Term of this Agreement without notice and without cause (“Without
Cause”).


 


6.2.3.
By The Executive For Good Reason.


 


The
Executive may, in his sole discretion, upon following the procedures below, at any time prior to the expiration of the Initial
Term or any Successive Term of this Agreement terminate the Executive’s employment with the Company for Good Reason. For
purposes of this Section 6.2.3, the term “Good Reason” means:


 


(i)
Any removal of the Executive from his position as Chief Executive Officer of the Company without his being appointed to a comparable
or higher position in the Company;


 


(ii)
The assignment to the Executive of duties materially inconsistent with the status of Chief Executive Officer of the Company, and
the Company fails to rescind such assignment within thirty (30) days following receipt of written notice to the Board of Directors
of the Company from Executive, which notice shall inform the Board of Directors which assignment of his is materially inconsistent
and why and that absent its rescission, Executive intends to terminate his employment for Good Reason pursuant to this Section
6.2.3;


 


(iii)
Any failure to elect the Executive as a member of the Board of Directors of the Company (or any successor thereto) or the Executive’s
removal from membership thereof; or


 


(iv)
Any requirement that the Executive be required to perform his duties on a full-time basis outside of Charleston, South Carolina.


 


With
respect to matters referred to in Section 6.2.3(i)-(iv) above, the Executive shall not terminate this Agreement for Good Reason
unless the Executive has given the Company written notice of and opportunity to cure the alleged Good Reason and the Company has
not fully cured the Good Reason within (30) days of receipt of such written notice thereof (the “Cure Period”).


 






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6.2.4.
By The Executive Following a Change in Control.


 


The
Executive may, in his sole discretion, terminate this Agreement by not less than 60 days prior written notice at any time within
twelve months following a Change of Control of the Company. For purposes of this Section 6.2.4, the term “Change of Control”
means:


 


(i)
The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”)) of beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of 50% or more of the then outstanding Shares of common stock of the Company (the “Common Stock”)
by a person or entity who is not a current stockholder of the Company; or


 


(ii)
The consummation of (1) a reorganization, merger or consolidation (any of the foregoing, a “Merger”), in each
case, with respect to which all or substantially all of the individuals and entities who were the beneficial owners of the Common
Stock immediately prior to such Merger do not, following such Merger, beneficially own, directly or indirectly, more than 50%
of the then outstanding shares of the corporation resulting from Merger, (2) a complete liquidation or dissolution of the Company
or (3) the sale or other disposition of all or substantially all of the assets of the Company, excluding a sale or other disposition
of assets to a subsidiary of the Company.


 


6.2.5.
Right to Severance.


 


In
the event the Company terminates Executive’s employment Without Cause or the Executive appropriately terminates this Agreement
for Good Reason or as a result of a Change of Control:


 


(i)
The Executive shall be entitled to severance pay equal to three (3) years of his then Base Compensation payable in equal amounts
in accordance with the Company’s payroll practices in effect from time to time;


 


(ii)
For two years following his termination or until Executive is provided with medical coverage by another employer or entity, whichever
shall first occur, the Company, at its own expense, shall continue to provide medical insurance coverage for the Executive and
his qualifying dependents to the same extent and under the same conditions as provided to other senior executives of the Company.
Thereafter, Executive shall have whatever rights he may then have, if any, to continued medical insurance coverage pursuant to
the provisions of COBRA.


 


(iii)
Any options, warrants, restricted stock awards or contingent stock rights which are not then vested shall immediately vest; and


 


(iv)
Except as provided above in this Section 6.2.5, the Executive shall receive no further compensation or benefits of any kind other
than any salary or benefits earned or accrued but unpaid as of that date.


 






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7.
Successive Terms Of This Agreement. Should Executive’s employment not be terminated prior to the close of
business of the Initial Term, as provided for in Section 6 above, then Executive’s employment shall continue for up to two
successive one-year terms upon the same terms and conditions applicable to the Initial Term (or such other terms and conditions
as may be agreed by the Executive and the Company) unless, at least ninety (90) days prior to the expiration of the Initial Term
or any Successive Term of this Agreement, either party hereto notifies the other in writing of his/its intention not to continue
this Agreement for a Successive Term.


 


8.
Setoff. All amounts due or payable to Executive by Company pursuant to this Agreement are subject to reduction and
offset to the extent permitted by applicable law for any amounts due or payable to Company by Executive.


 


9.
No Conflicting Obligations. Executive represents and warrants that Executive is not subject to any noncompetition
agreement, nondisclosure agreement, employment agreement, or any other contract of any nature whatsoever, oral or written, with
any Person other than Company, or any other obligation of any nature, which will or could cause a breach of or default in, or
which is in any way inconsistent with, the terms and provisions of this Agreement.


 


10.
Miscellaneous.


 


	 	10.1.	Agreement
    Binding. This Agreement will inure to the benefit of and be
    binding upon Company and its successors and assigns, and Executive and Executive’s heirs, executors, administrators
    and personal representatives. This Agreement may not be assigned by Executive or by Company, except that Company may assign
    its rights under this Agreement without the written consent of Executive to any affiliate of Company or in connection with
    any transfer of Company or of all or any substantial part of the Company Business (and such assignment will not constitute
    a termination of Executive’s employment by Company for purposes of this Agreement) (“Permitted Assignment”);
    provided, however, that such affiliate or transferee will be obligated to perform this Agreement in accordance with its terms.
    Company will be released from all of its obligations under this Agreement upon a Permitted Transfer.
	 	 	 
	 	10.2.	Entire
    Agreement. This Agreement, including any attachments, contains
    the entire agreement between the parties with respect to employment of Executive by the Company and no statement, promise
    or inducement made by either party hereto, or any agent of either party, which is not contained in this Agreement, will be
    valid or binding; and this Agreement may not be enlarged, amended, modified or altered except in a writing signed by Company
    and Executive and specifically referencing this Agreement. The provisions of this Agreement do not in any way limit or abridge
    any rights of Company or any affiliate under the laws of unfair competition, trade secret, copyright, patent, trademark or
    any other applicable laws, all of which are in addition to and cumulative of the rights of Company under this Agreement.



 



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	 	10.3.	Provisions
    Severable. If any provision or covenant of this Agreement is
    held by any court to be invalid, illegal or unenforceable, either in whole or in part, then such invalidity, illegality or
    unenforceability will not affect the validity, legality or enforceability of the remaining provisions or covenants of this
    Agreement, all of which will remain in full force and effect. If any covenant in Section
    5 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.
	 	 	 
	 	10.4.	Prior
    Agreements. The terms and conditions of all prior agreements
    between the Company and Executive concerning the employment of Executive with the Company are hereby terminated and superseded
    by the terms and conditions of this Agreement.
	 	 	 
	 	10.5.	Remedies.
    Executive acknowledges that if Executive breaches or threatens to
    breach Executive’s covenants and agreements in this Agreement, then Executive’s actions may cause irreparable
    harm and damage to Company which could not be adequately compensated in damages. Accordingly, if Executive breaches or threatens
    to breach this Agreement, then Company will be entitled to injunctive relief, in addition to any other rights or remedies
    of Company under this Agreement or otherwise. Executive will indemnify Company and its affiliates and hold them harmless against
    and in respect of all claims, demands, losses, costs, expenses, obligations, liabilities and damages, including reasonable
    attorneys’ fees, resulting from or relating to any breach by Executive of Executive’s representations, warranties,
    covenants and agreements under this Agreement.
	 	 	 
	 	10.6.	Waiver.
    Failure of either party to insist, in one or more instances, on
    performance by the other in strict accordance with the terms and conditions of this Agreement will not be deemed a waiver
    or relinquishment of any right granted in this Agreement or of the future performance of any such term or condition or of
    any other term or condition of this Agreement, unless such waiver is contained in a writing signed by the party making the
    waiver and specifically referencing this Agreement.
	 	 	 
	 	10.7.	Notices.
    All notices and other communications required or permitted to be
    given or made under this Agreement will be in writing and delivered personally or sent by pre-paid, first class certified
    or registered mail, return receipt requested, or by facsimile transmission, to the intended recipient of this Agreement at
    such recipient’s address or facsimile number set forth below the person’s signature to this Agreement. Any such
    notice or communication will be deemed to have been duly given immediately (if given or made in person or by facsimile confirmed
    by mailing a copy of this Agreement to the recipient in accordance with this Section
    10.7 on the date of such facsimile), or three days after mailing (if given or made by mail),
    and in proving same it will be sufficient to show that the envelope containing the same was delivered to the delivery or postal
    service and duly addressed, or that receipt of a facsimile was confirmed by the recipient as provided above. Any Person entitled
    to notice may change the address(es) or facsimile number(s) to which notices or other communications to such Person will be
    delivered, mailed or transmitted by giving notice of this Agreement to the parties hereto in the manner provided in this Agreement.



 



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	 	10.8.	Covenants
    Independent; Survival.


 


(a)
The covenants, agreements, representations, and warranties of Executive contained in this Agreement are separate and independent
from the covenants, agreements, representations and warranties of Executive contained in any other agreement or document in favor
of Company or any of its affiliates, and this Agreement will in no way affect or be affected by the scope or continuing validity
of any such covenant, agreement, representation or warranty of Executive.


 


(b)
Executive’s obligations pursuant to Section 5 will survive the Termination Date and any termination of this Agreement.
Except as required by law or the express terms of any Executive benefit plan in which Executive participates, neither Executive
nor Executive’s heirs, executors, administrators or personal representatives, will be entitled to any salary, bonus or other
compensation or any benefits during or for any period after the Termination Date.


 


	 	10.9.	Counterparts.
    This Agreement may be executed simultaneously in two or more counterparts,
    each of which will be deemed an original, and it will not be necessary in making proof of this Agreement to produce or account
    for more than one such counterpart.
	 	 	 
	 	10.10.	Headings.
    Section and other headings contained in this Agreement are for reference
    purposes only and are in no way intended to define, interpret, describe or otherwise limit the scope, extent or intent of
    this Agreement or any of its provisions.
	 	 	 
	 	10.11.	Withholding.
    Anything in this Agreement to the contrary notwithstanding, all payments
    required to be made by Company under this Agreement to Executive will be subject to the withholding of such amounts relating
    to taxes or other charges as Company may reasonably determine it should withhold pursuant to any applicable law or regulation.
	 	 	 
	 	10.12.	Tax
    Consequences. Company will have no obligation to any Person
    entitled to the benefits of this Agreement with respect to any tax obligation any such Person incurs as a result of or attributable
    to this Agreement, including all supplemental agreements and Executive benefits plans incorporated by reference therein, or
    arising from any payments made or to be made under this Agreement or thereunder.
	 	 	 
	 	10.13.	Governing
    Law. This Agreement and the rights and obligations of the parties
    under this Agreement will be governed by and construed and enforced in accordance with the laws of the State of South Carolina,
    without regard to its principles of conflicts of law.
	 	 	 
	 	10.14.	Construction.
    The language in all parts of this Agreement will be construed, in all
    cases, according to its fair meaning, and not for or against either party hereto. The parties acknowledge that each party
    and its counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities
    are to be resolved against the drafting party will not be employed in the interpretation of this Agreement.
	 	 	 
	 	10.15.	Obligations
    Contingent. The obligations of Company under this Agreement,
    including its obligation to pay the compensation provided for in this Agreement, are contingent upon Executive’s performance
    of Executive’s obligations under this Agreement. The duties, covenants and agreements of Executive under this Agreement,
    being personal, may not be delegated.


 



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


 


	 	EXECUTIVE:
	 	 
	 	 
	 	Name:
    	William
    L. Tuorto
	 	 	 
	 	ROYAL ENERGY RESOURCES, INC.:
	 	 	 
	 	By:	 
	 	Title:
    	President
	 	Name:
    	Ronald
    Phillips


 






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Exhibit
A


 


Compensation
and Benefit Terms


 


	Executive’s
    Titles	Chairman
& Chief Executive Officer

	 	 
	Initial
    Term	36
    months.
	 	 
	Base
    Salary	$350,000,
    payable monthly in arrears on the first day of the month.
	 	 
	Equity
    Signing Bonus	$150,000
payable in shares of S-8 common stock of the Company, determined based on the closing price of the common stock on the Effective
Date.

	 	 
	Change
    of Control Bonus	In
the event of a Change of Control of the Company, the Executive shall receive a bonus equal to 20% of the Company’s outstanding
common stock and preferred stock. The Company shall be responsible for payment of employment taxes associated with the
bonus.




 





	Executive
    Benefits	●	Health,
    dental, life, AD&D, and disability insurance to the extent provided to other Executives of the Company.
	 	 	 
	 	●	Three
    weeks of paid time off per year, to be used as sick leave, vacation or person time off at the discretion of Executive.
	 	 	 
	 	●	The
    ability to participate in the company’s 401(k) plan, or other retirement plans, to the extend provided to other officers
    of the Company.




 



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