Exhibit
10.8


 


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 Ronald Phillips (“Officer”).


 


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 Company desires to retain Officer as an independent contractor initially, and subsequently as an employee if the Company completes
certain acquisitions; 


 


WHEREAS,
the Company and the Officer are entering into this agreement to define the terms and conditions under which Officer will provide
certain services to the Company;


 


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 Officer, and Officer hereby accepts employment with the Company, beginning as of the Effective Date. The Officer shall
be employed as President for the Company. The duties of the Officer shall include the duties described in Exhibit A attached
hereto, along with such other duties and projects typical of the office as may be assigned by the Chief Executive of the Company
(the “Officer’s Services”).


 


2.
Time Commitment During Initial Term. During the Initial Term, the Company shall employ the Officer as an independent
contractor, and the Officer shall only be required to devote such time as is the Officer and the Company mutually agree is necessary
to fulfill the Officer’s duties and responsibilities. The Officer may continue his employment or seek other employment,
provided that such employment does not violate any of the covenants set forth in Section 7 herein. 


 


3.
Time Commitment After Initial Term. After the Initial Term, the Officer will devote such business time, attention
and energies to the diligent and faithful performance of Officer’s duties as an Officer of Company. The Officer will not,
without the express written consent of the Company, after the Initial Term directly or indirectly actively engage in any other
business, either as Officer, employer, consultant, principal, officer, director, advisor, or in any other capacity, either with
or without compensation, without the prior written consent of Company.


 






    	 



    	 	 	 



    

 


4.
Compensation and Benefits During Initial Term. During the Initial Term, it is understood that the relation of the
Officer to the Company shall be that of an independent contractor. During the Initial Term, the Officer shall be responsible for
payment of all taxes however designated (including sales, use, excise, federal, FICA, Medicare, income, state and privilege taxes),
levied or based upon the compensation paid to the Officer under this Agreement, and the Company shall report all compensation
paid to the Officer during Initial Term on Form 1099.


 


5.
Compensation and Benefits After Initial Term. After the Initial Term, it is understood that the relation of the
Officer to the Company shall be that of employer-employee. After the Initial Term, the Company shall withhold from any compensation
or benefits paid to the Officer all taxes however designated (including sales, use, excise, federal, FICA, Medicare, income, state
and privilege taxes) levied or based upon the compensation paid to the Officer under this Agreement, and the Company shall report
all compensation paid to the Officer after Initial Term on Form W-2.


 


6.
Compensation Payable to Officer. Regardless whether the Officer’s services are provided during or after the
Initial Term, the Officer’s compensation shall be as set forth on Exhibit A attached hereto. 


 


7.
Covenants of Officer. Officer 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 Officer further acknowledges
that Officer will develop and learn information in the course of Officer’s employment that would be useful in competing
unfairly with the Company. In light of these facts and in consideration of Officer’s employment with the Company and the
Company’s agreement to compensate Officer on the terms set forth in Section 4 of this Agreement, Officer covenants
and agrees with Company as follows:


 


	 	7.1.	Confidential
    Information. Officer shall use his best efforts to protect Confidential
    Information. During and after association with Company, Officer 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 Officer’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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	 	7.2.	Return
    of Materials. On the Termination Date or for any reason or at
    any time at Company’s request, Officer will deliver promptly to Company all materials, documents, plans, records, notes,
    or other papers and any copies in Officer’s possession or control relating in any way to Company’s Business, which
    at all times shall be the property of Company.
	 	 	 
	 	7.3.	Solicitation
    of Officers and Independent Contractors. During Officer’s
    employment hereunder and for two (2) years after the Termination Date, Officer 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 employee 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.
	 	 	 
	 	7.4.	Non-Solicitation
    of Customers. During Officer’s employment hereunder, and
    for a period of five (5) years after the Termination Date, Officer 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, employee,
    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.
	 	 	 
	 	7.5.	Disparagement.
    Officer shall not at any time make false, misleading or disparaging
    statements about Company, including its products, services, management, Officers, and customers.
	 	 	 
	 	7.6.	Prior
    Agreements. Officer warrants that Officer is not under any obligation,
    contractual or otherwise, limiting or affecting Officer’s ability or right to perform freely Services for Company. Upon
    execution of this Agreement, Officer 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 Officer’s ability or
    right to perform Services for Company, to solicit customers or potential customers, to solicit the Officers or independent
    contractors of a prior employer or other Person, or to use any type of information.
	 	 	 
	 	7.7.	Future
    Employment or Contractual Opportunities. At any time before,
    and for one year after, the Termination Date, Officer 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 Officer will provide.



 






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	 	7.8.	Work
    For Hire Acknowledgment; Assignment. Officer acknowledges that
    work on and contributions to documents, programs, and other expressions in any tangible medium (collectively, “Works”)
    are within the scope of Officer’s employment and part of Officer’s duties, responsibilities, or assignment. Officer’s
    work on and contributions to the Works will be rendered and made by Officer 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,
    Officer 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. Officer 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
    Officer constitutes and appoints Company as its agent to execute and deliver any assignments or documents Officer fails or
    refuses to execute and deliver, this power and agency being coupled with an interest and being irrevocable.
	 	 	 
	 	7.9.	Inventions,
    Ideas and Patents. Officer shall disclose promptly to Company,
    and only to Company, any invention or idea of Officer (developed alone or with others) conceived or made during Officer’s
    employment by Company or within six months of the Termination Date. Officer assigns to Company any such invention or idea
    in any way connected with Officer’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 Officer 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 Officer’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 Officer for Company.
	 	 	 
	 	7.10.	Property
    of Company. Officer acknowledges and agrees that all business
    Officer 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 Officer’s services are the property of the Company.
    The Officer 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 Officer from a customer of the Company shall be tendered
    immediately to the Company. 


 






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8.
Term; Termination.


 


	 	8.1.	Expiration
    of Term. The independent contractor relationship created by
    this Agreement shall begin on the date of execution of this Agreement and end on the date that the Company and the Officer
    mutually agree that the Officer will become a full-time employee of the Company (the “Initial Term”). After
    the Initial Term, the Officer shall be employee by the Company in an employment relationship. The independent contractor or
    employment relationship, as applicable, created by this Agreement shall exist on an at will basis until terminated voluntarily
    by the Officer, without cause by the Company or with cause by the Company in accordance with Section 8.2 below (the period
    during which Officer is employed under this Agreement being herein referred to as the “Term”). 
	 	 	 
	 	8.2.	Termination
    For Cause. Officer’s employment under this Agreement may
    be terminated by the Company immediately upon the occurrence of one of the following events, and if so terminated, the Company
    shall have no further liability to Officer whatsoever for compensation, benefits or damages other than those that have accrued
    prior to termination:


 


(a)
the commission of any act by Officer which, if prosecuted, would constitute a felony;


 


(b)
any material act or omission involving malfeasance or negligence in the performance of employment duties which has a materially
adverse effect on the Company and which has not been corrected in 30 days after written notice from the Company;


 


(c)
failure or refusal by Officer to comply with the policies of the Company contained in any Company Handbook or with the provisions
of this Agreement if not cured within ten (10) days after the receipt of written notice from the Board of Directors;


 


(d)
Officer’s prolonged absence without the consent of the Company;


 


(e)
Officer’s gross neglect of his duties or willful insubordination to the Board of Directors or his superior officers;


 


(f)
the death of Officer. 


 


If
the Company terminates the Officer for any other reason than those listed in subparagraphs (a) through (f) of this section, then
the Company will pay the Officer severance in the amount set forth in Exhibit A. If the Officer voluntarily resigns or
is terminated according for any of the reasons set forth in subparagraphs (a) through (f) above, then no severance will be payable.


 






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9.
Setoff. All amounts due or payable to Officer 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 Officer.


 


10.
No Conflicting Obligations. Officer represents and warrants that Officer 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.


 


11.
Miscellaneous.


 


	 	11.1.	Agreement
    Binding. This Agreement will inure to the benefit of and be
    binding upon Company and its successors and assigns, and Officer and Officer’s heirs, executors, administrators and
    personal representatives. This Agreement may not be assigned by Officer or by Company, except that Company may assign its
    rights under this Agreement without the written consent of Officer 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 Officer’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.
	 	 	 
	 	11.2.	Entire
    Agreement. This Agreement, including any attachments, contains
    the entire agreement between the parties with respect to employment of Officer 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
    Officer 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.
	 	 	 
	 	11.3.	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
    4 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 Officer.



 






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	 	11.4.	Prior
    Agreements. The terms and conditions of all prior agreements
    between the Company and Officer concerning the employment of Officer with the Company are hereby terminated and superseded
    by the terms and conditions of this Agreement.
	 	 	 
	 	11.5.	Remedies.
    Officer acknowledges that if Officer breaches or threatens to breach
    Officer’s covenants and agreements in this Agreement, then Officer’s actions may cause irreparable harm and damage
    to Company which could not be adequately compensated in damages. Accordingly, if Officer 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. Officer 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 Officer of Officer’s representations, warranties, covenants and agreements
    under this Agreement.
	 	 	 
	 	11.6.	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.
	 	 	 
	 	11.7.	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
    8.7 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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	 	11.8.	Covenants
    Independent; Survival.


 


(a)
The covenants, agreements, representations, and warranties of Officer contained in this Agreement are separate and independent
from the covenants, agreements, representations and warranties of Officer 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 Officer.


 


(b)
Officer’s obligations pursuant to Sections 4 will survive the Termination Date and any termination of this Agreement.
Except as required by law or the express terms of any Officer benefit plan in which Officer participates, neither Officer nor
Officer’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.


 


	 	11.9.	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.
	 	 	 
	 	11.10.	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.
	 	 	 
	 	11.11.	Withholding.
    Anything in this Agreement to the contrary notwithstanding, all payments
    required to be made by Company under this Agreement to Officer 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.
	 	 	 
	 	11.12.	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 Officer benefits plans incorporated by reference therein, or
    arising from any payments made or to be made under this Agreement or thereunder.
	 	 	 
	 	11.13.	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.
	 	 	 
	 	11.14.	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.
	 	 	 
	 	11.15.	Obligations
    Contingent. The obligations of Company under this Agreement,
    including its obligation to pay the compensation provided for in this Agreement, are contingent upon Officer’s performance
    of Officer’s obligations under this Agreement. The duties, covenants and agreements of Officer 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.


 


	 	EMPLOYEE:
	 	 	 
	 	 	 
	 	Name:	Ronald
    Phillips
	 	 	 
	 	ROYAL ENERGY RESOURCES, INC.:
	 	 	 
	 	By:	 
	 	Title:	Chief
    Executive Officer
	 	Name:	William
    L. Tuorto


 






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Exhibit
A


 


Compensation
and Benefit Terms


 


	Officer’s
    Title	 	President.
	 	 	 
	Base
    Term	 	24
    months.
	 	 	 
	Base
    Compensation	 	$75,000
                                         per annum, payable monthly in arrears on the first day of each month. The first and last
                                         monthly payment shall be prorated to reflect the actual number of days which are being
                                         compensated.

         

        At
        the sole election of the Company, the Officer’s base compensation may be paid in shares of common stock of the Company,
        determined based on the average closing price of the common stock for the seven days prior to the date payment is due.
        Any shares of common stock issued in satisfaction of base compensation may be registered on Form S-8.

	 	 	 
	Equity
    Signing Bonus	 	$50,000
    payable in shares of common stock of the Company registered on Form S-8, determined based on the closing price of the common
    stock on the Effective Date. 
	 	 	 
	Expense
    Reimbursement	 	All
    reasonable out-of-pocket expenses will be reimbursed if approved in advance and documented by receipts, and are subject to
    the Company’s policy on expense reimbursements as announced from time to time. 
	 	 	 
	Sick
    Leave/Vacation/Personal Time Off	 	Two
    weeks’ time off is accrued for every year that Officer works for the Company, which may be used as sick leave, vacation
    or person time off at the discretion of Officer. Any time off not taken during any one-year period will expire. No compensation
    will be payable for any time off that is not utilized, or which has accrued at the time of Officer’s termination of
    employment for any reasons. 
	 	 	 
	Health,
    Dental, Life Insurance	 	None.
	 	 	 
	Retirement
    Plans	 	None.
    
	 	 	 
	Severance	 	None.


 






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