Exhibit 10.1


 





CONSULTING
AGREEMENT


 


This CONSULTING AGREEMENT
(the “Agreement”), dated May 29, 2014 (the “Effective Date”), is entered into by and between
Gray Fox Petroleum Corp., a Nevada corporation (the “Company”) and Randall Newton (“Consultant”).


 


RECITALS


 


A.Consultant is
in the business of providing certain financial services.


 


B.The Company wishes
to retain the Consultant to provide, and Consultant wishes to provide, such services to the Company on the terms set forth in this
Agreement.


 


Agreement


 


NOW THEREFORE, in consideration
of 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 hereby agree as follows:


 


1.Services.
The Company engages Consultant as an independent contractor to provide those services described on Exhibit A (collectively,
the “Services”). Consultant will render the Services to the Company upon the terms and conditions set forth
in this Agreement. Consultant will serve as principal financial officer of the Company and will provide the Company with the Services.
In performing the Services, Consultant will: (a) act in the Company’s best interest at all times; (b) conduct himself at
the highest professional standards of ethics and integrity; (c) use his good faith efforts and skills to preserve the business
of the Company and the goodwill of employees and persons having business relations with the Company; (d) devote as much time, energy
and effort as is necessary to perform the Services in accordance with the highest professional standards; (e) comply with all written
Company codes of conduct and all written Company policies and procedures that may be implicated by his provision of the Services;
and (f) conduct the Services in compliance with all applicable state and federal laws.


 


2.Compensation
for Services.


 


(a)During
the Consulting Term, the Company will pay to Consultant a monthly fee in the amount $5,000 per month for performing the Services.
The consulting fee will be paid monthly in arrears no later than the fifth day of the month immediately following the calendar
month during which the Services were performed.


 


(b)In
addition to the consulting fee, the Company will issue to Consultant up to 1,050,000 shares of its common stock, $0.001 par value
per share, on the following schedule: (i) 350,000 shares of common stock on the one year anniversary of the Effective Date, (ii)
350,000 shares of common stock on the two year anniversary of the Effective Date, and (iii) 350,000 shares of common stock on the
three year anniversary of the Effective Date (collectively, the “Shares”). In the event this Agreement is terminated
prior to an issuance date, Consultant will be entitled to receive a prorated portion of the unissued Shares attributable to that
particular period, and will forfeit his right to any remaining Shares. By way of example, if this Agreement is terminated 6 months
after the Effective Date, Consultant will be entitled to receive 175,000 of the 350,000 Shares attributable to the first year of
the Term, and will forfeit his right to the remaining 750,000 Shares attributable to the second and third years of the Term.


 






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(c)Consultant
is an independent contractor and, as such, Consultant will not be entitled to participate in any employment-related benefits that
may be provided by the Company, including but not limited to, workers’ compensation insurance, unemployment compensation
insurance, vacation or sick pay, pension or profit sharing benefits, or any type of health, life or disability insurance.


 


(d)The
Company will reimburse Consultant for all customary and reasonable expenses actually incurred by him in the performance of the
Services, but only to the extent that such business expenses have been pre-approved by the Company. Such reimbursement will be
paid promptly after Consultant has complied with all written policies of the Company regarding reimbursement of expenses.


 


(e)Consultant
agrees that all taxes payable as a result of compensation payable to Consultant under this Agreement will be Consultant’s
sole liability. Consultant will defend, indemnify and hold harmless the Company and the Company’s officers, directors, employees
and agents from and against any claims, liabilities or expenses relating to such taxes or compensation.


 


3.Relationship
of the Parties. Consultant’s relationship with the Company is that of an independent contractor and nothing in this Agreement
will be construed to create a partnership, joint venture, or employer-employee relationship. As an independent contractor, Consultant
may determine the method, manner and means of performing the Services to be carried out for the Company. The Company will not treat
Consultant as its employee for federal tax purposes or any other purposes and Consultant will not hold himself out as an employee
of the Company. Consultant is not the agent of Client and is not authorized to make any make any statements, assurances or commitments
on the Company’s behalf unless specifically requested or authorized to do so by the Company in writing.


 


4.Term and Termination.


 


(a)Unless
extended or terminated earlier pursuant to this Section, the initial period of Consultant’s engagement under this Agreement
will expire on the one year anniversary of the Effective Date. Upon expiration of the initial term, this Agreement will automatically
renew for consecutive one year terms unless either party provides written notice to the other party of its intention not to renew
this Agreement at least 30 days prior to the end of the then expiring term (the initial term and any renewal terms, collectively,
the “Term”).


 


(b)This
Agreement may be terminated at any time by either party by providing the other party with at least 30 days’ written notice
of such party’s intention to terminate this Agreement. During any notice period, Consultant agrees to use his reasonable
best efforts to continue his work for the Company and the Company agrees to continue compensating Consultant until the termination
date with the same compensation as before the notice was given.


 






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(c)Upon
expiration or termination of this Agreement, neither party will have any further obligations under this Agreement, except for obligations
incurred prior to the date of expiration or termination, and obligations, promises, or covenants contained in this Agreement which
expressly extend beyond the term of this Agreement, including without limitation, the obligations under Section 7 and Section
8.


 


5.Representations
and Warranties of Consultant. Consultant represents and warrants to the Company as of the Effective Date as follows: (a) Consultant
can fulfill his obligations under this Agreement and is under no contractual, judicial or other restraint that impairs his right
or legal ability to enter into this Agreement and to carry out his duties and responsibilities for the Company; (b) Consultant
is acquiring the Shares for investment for his own account, not as a nominee or agent, and not with the view to, or for resale
in connection with, any distribution thereof; (c) Consultant has no present intention of selling, granting any participation interest
in, or otherwise distributing the Shares; (d) Consultant has had the opportunity to ask questions and receive answers from the
Company regarding its business and operations and has received all information he considers necessary or appropriate for deciding
whether to acquire the Shares; (e) Consultant is sophisticated and well-informed and has such knowledge and experience in financial
and business matters as are necessary to enable him to evaluate the merits and risks of an investment in the Company; (f) Consultant
has no need for liquidity in his investment in the Company and he is able to bear the risk of such investment for an indefinite
period and Consultant’s present financial condition is such that he is under no present or contemplated future need to dispose
of any portion of the Shares; and (g) Consultant understands that (i) the Shares have not been registered under the Securities
Act of 1933, as amended, (ii) the Shares are “restricted securities” under applicable U.S. securities laws, and (iii)
pursuant to these laws, Consultant must hold the Shares indefinitely unless they are registered with the Securities Exchange Commission
and qualified by state authorities, or an exemption from such registration and qualification requirements is available.


 


6.Representations
and Warranties of the Company. The Company represents and warrants to Consultant as of the Effective Date that the Company
is authorized to enter into this Agreement and can fulfill all of its obligations under this Agreement.


 


7.Indemnification.


 


(a)The
Company will indemnify and hold Consultant harmless from and against any and all claims, actions, liabilities, losses, costs, damages,
taxes and expenses of any nature whatsoever (“Losses”) arising from: (i) the breach of any covenant, obligation,
representation or warranty of the Company under this Agreement; (ii) Consultant’s serving in the capacity of the Company’s
Chief Financial Officer and any action taken or omitted to have been taken by him as Chief Financial Officer; provided, however,
that the Company will not indemnify Consultant from, or reimburse Consultant for, any Losses arising out of Consultant’s
own negligence or willful misconduct. To the fullest extent permitted by law, the Company will pay all expenses, including attorneys’
fees, actually and necessarily incurred by Consultant in connection with the defense of any complaint, action, suit, or proceeding
relating to the matters for which the Company has provided indemnification under this subsection.


 


 






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(b)Consultant
will indemnify and hold the Company and its officers, directors, agents, shareholders, representatives and affiliates harmless
from and against any and all Losses arising from: (a) the breach of any covenant, obligation, representation or warranty of Consultant
under this Agreement; (b) Consultant’s own negligence or willful misconduct in connection with Consultant’s serving
as Chief Financial Officer or performance of the Services; and/or (c) the Company’s treatment of Consultant as an independent
contractor rather than treating Consultant as an employee for tax purposes. To the fullest extent permitted by law, Consultant
will pay all expenses, including attorneys’ fees, actually and necessarily incurred by the Company in connection with the
defense of any complaint, action, suit, or proceeding relating to the matters for which Consultant has provided indemnification
under this Section.


 


8.Confidential
Information. The Company will provide Consultant with certain Confidential Information (as defined below) in order to allow
Consultant to perform the Services. Consultant acknowledges that the Confidential Information is the property of the Company. Therefore,
Consultant agrees that he will not disclose or permit to be disclosed, without the prior written consent of the Board of Directors
or Chief Executive Officer of the Company, any Confidential Information other than as necessary to perform the Services. Consultant
agrees that during the Term and following the termination of his engagement with the Company for any reason, he will not directly
or indirectly use any Confidential Information for any reason other than the advancement of the Company’s business interests.
The term “Confidential Information” means, collectively, all information and data regarding the Company and
its officers, directors, managers, shareholders, partners, employees, affiliates, joint venturers, agents, representatives, independent
contractors, subcontractors, clients, customers, vendors, suppliers, developers, lenders, investors, budgets, research, analysis,
studies, real and personal properties, intellectual properties, licenses, license agreements, projects, expenses, fees, charges,
pricing, assets, services, computer hardware and software, data files, spreadsheets, operations, financial statements, marketing
plans, methods, processes, business plans, and financial performance, at any time obtained by Consultant in connection with Consultant’s
engagement by the Company. Notwithstanding the foregoing, the term Confidential Information will not include any information that
(a) is or becomes generally available to the public (other than as a result of violation of this Agreement by Consultant), or (b)
Consultant receives on a nonconfidential basis from a source other than the Company that is not known by Consultant to be bound
by an obligation of secrecy or confidentiality. If Consultant is requested in any legal proceeding to disclose any Confidential
Information, Consultant agrees to give the Company prompt notice of such request so that the Company may seek an appropriate protective
order. If Consultant is nonetheless compelled to disclose any Confidential Information by a court, subpoena, legal proceeding or
governmental body having the authority to order such disclosure, Consultant may disclose the Confidential Information without liability
under this Agreement; provided, however, that Consultant gives the Company written notice of the Confidential Information to be
disclosed as far in advance of its disclosure as is practicable and, upon the Company’s request, Consultant uses his good
faith efforts to obtain assurances that confidential treatment will be accorded to the Confidential Information.


 






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9.Return of
Property to the Company. Upon the termination of his engagement with the Company for any reason, Consultant agrees to promptly
return to the Company all Company-owned property in his possession or control, including, without limitation, all Confidential
Information. After the termination of his engagement with the Company, Consultant agrees that he will not retain copies of any
Confidential Information or any other documents or property belonging to the Company.


 


10.Choice of
Law; Jurisdiction and Venue. The parties agree that this Agreement will be construed under the substantive laws of the State
of Texas, without regard to its conflicts of law principles. Any dispute arising out of this Agreement or any matter relating hereto
will be brought in any federal or state court sitting or having jurisdiction in Dallas County, Texas. Each party accepts for itself
the exclusive jurisdiction and venue of the aforesaid courts as trial courts, and irrevocably agrees to be bound by any final non-appealable
judgment rendered in connection with this Agreement. The provisions of this Section will survive expiration or termination of this
Agreement.


 


11.Waiver of
Jury Trial. Each party irrevocably waives any and all rights it may have to demand that any action, proceeding or counterclaim
arising out of or in any way related to this Agreement or the relationships of the parties be tried by jury. This waiver extends
to any and all rights to demand a trial by jury arising from any source including without limitation, the Constitution of the United
States or any state therein, common law or any applicable statute or regulations. Each party acknowledges that it is knowingly
and voluntarily waiving its right to demand trial by jury.


 


12.Severability.
If a court of competent jurisdiction determines that any provision of this Agreement is invalid or unenforceable, then the invalidity
or unenforceability of that provision will not affect the validity or enforceability of any other provision of this Agreement,
and all other provisions will remain in full force and effect.


 


13.Waiver.
No failure by either party hereto at any time to give notice of any breach by the other party of, or to require compliance with,
any condition or provision of this Agreement will be deemed a waiver of similar or dissimilar provisions or conditions at the same
or at any prior or subsequent time.


 


14.No Assignment.
Consultant may not assign or subcontract this Agreement or any right, obligation or interest under this Agreement without the Company’s
prior written consent. This Agreement may not be assigned by the Company except with Consultant’s prior written consent.
Any attempted assignment without the requisite consent will be void and of no effect.


 


15.Notices.
Any notices, consents, demands, requests, approvals and other communications to be given under this Agreement by either party to
the other will be deemed to have been duly given if given in writing and personally delivered or sent by mail (registered or certified)
or by a nationally recognized overnight delivery service, the business day on which the notice is actually received by the party,
or if given by certified mail, return receipt requested, postage prepaid, five business days after posted with the United States
Postal Service, addressed as follows:


 






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(a)if to the Company,
to:


 


Gray Fox
Petroleum Corp.


3333 Lee
Parkway, Suite 600


Dallas, Texas
75219


Lpemble@grayfoxpetro.com


Attention:
Lawrence Pemble, Chief Executive Officer


 


or to such other address
as the Company may have advised Consultant in writing; and


 


(b)if to Consultant,
to:


 


Randall Newton


440 Louisiana,
Suite 1400


Houston,
Texas 77002


rnewton@newton-collaboration.com


 


or to such other address
as Consultant may have advised the Company in writing.


 


16.Entire Agreement.
This Agreement represents the entire agreement relating to the relationship between the Company and Consultant. No prior or subsequent
promises, representations, or understandings relative to any terms or conditions of Consultant’s engagement are to be considered
binding or part of this Agreement unless expressly agreed to in a writing signed by the parties.


 


17.Amendment.
This Agreement may be amended only in a writing signed by the Company and Consultant.


 


18.Counterparts.
This Agreement may be executed in multiple counterparts, each of which will be deemed an original for all purposes and all of which
will be deemed collectively to be one agreement. Signatures given by facsimile or portable document format (or similar format)
will be binding and effective to the same extent as original signatures.


 


(Signature Page Follows.)


 






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IN WITNESS WHEREOF,
the parties hereto have executed this Agreement as of the Effective Date.


 


COMPANY:


 


Gray Fox Petroleum Corp., a Nevada corporation


 


 


By: /s/ Lawrence Pemble                   


Name: Lawrence Pemble


Title: Chief Executive Officer


 


 


CONSULTANT:


 


 


/s/ Randall Newton                        


Randall Newton


 






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EXHIBIT
A


 


Description of Services


 


Consultant will provide
senior financial and accounting management typical of that expected of a Chief Financial Officer of a publicly-held corporation
including, but not limited to, the following:


 


		·	Review quarterly the operations and business, working closely with the Company’s independent
auditors.



		·	Prepare, coordinate and file SEC filings, including 10-Ks, 10-Qs, 8-Ks, proxy statements and other
documents, as needed.



		·	Respond to SEC comment letters and other correspondence.



		·	Conduct management’s assessment of disclosure and internal controls, as required under Sarbanes-Oxley
Rules 302 and 404, and conduct other oversight of the financial and operational controls, as needed.



		·	Participate in quarterly earnings calls and investor presentations.



		·	Provide enhancements, as needed, in financial policies.



		·	Mentor and oversee the finance and accounting staff.



		·	Oversee the automation of manual processes.



		·	Provide financial forecasting, budgeting and long-range financial planning.



		·	Prepare and participate in management and board reports and presentations.



		·	Close the books on a monthly and quarterly basis and prepare financial statements.



		·	Prepare and file tax returns and filings.



		·	Attend shareholder, board and investor meetings.



		·	Provide other services as requested or deemed appropriate by the Board or Chief Executive Officer.





 


 






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