Exhibit 10.2


 





EMPLOYMENT AGREEMENT


 


This EMPLOYMENT
AGREEMENT (this “Agreement”), dated as of September 26, 2014 (the “Effective Date”),
is made by and between Zenovia Digital Exchange Corporation, a Delaware corporation (the “Company”),
and David Moser, (“Employee”) based upon the following:


 


RECITALS 


 


WHEREAS, the
Company wishes to retain the services of Employee, and Employee wishes to render services to the Company, as its Chief Technology
Officer; and


 


WHEREAS, the
Company and Employee wish to set forth in this Agreement the duties and responsibilities that Employee has agreed to undertake
on behalf of the Company.


 


THEREFORE, in
consideration of the foregoing and of the mutual promises contained in this Agreement, the Company and Employee (who are sometimes
individually referred to as a “Party” and collectively referred to as the “Parties”)
agree as follows:


 


AGREEMENT 


 


1.            TERM.
The term of Employee’s employment under this Agreement shall commence effective as of the Effective Date and shall continue
unless earlier terminated pursuant to Section 8 (the “Term”). The Company agrees to employ Employee
on an at-will basis. This Agreement may be terminated at any time by either party, without limitation, by the provision of notice
of termination of this Agreement to the other party fifteen (15) days in advance, except as permitted upon termination for “Cause”
as set forth in Section 8.


 


2.            GENERAL DUTIES. Employee shall report to the Company’s Chief Operating Officer and shall devote
his entire productive time, ability, and attention to the Company’s business during the Term of this Agreement. Employee
shall be primarily responsible for the duties set forth on Exhibit A attached hereto. Employee shall do and perform all
services, acts, or things necessary or advisable to discharge his duties under this Agreement, and such other duties as are commonly
performed by an employee of his rank or which may, from time to time, be prescribed by the Company, the Company’s board of
directors (the “Board”), and/or the Company’s executives.


 


3.            COMPENSATION.


 


(a)           
Base Salary. So long as Employee’s employment continues hereunder, the Company shall pay to Employee
an annual base salary in the amount of $198,000.00 per year (“Base Salary”) and shall be paid to Employee
in accordance with the periodic payroll practices of the Company for employees. Commencing on October 1, 2014, Employee’s
Base Salary shall be increased to $250,000.00 per year for all times thereafter during the Term.


 


(b)           
Bonus Plan. Employee shall have the right to participate in a merit-based bonus plan as approved by the
Board pursuant to which Employee shall have the opportunity to earn a yearly bonus of up to $75,000.00 per year (the “Bonus”).
The Company and Employee shall within thirty (30) days of the Effective Date mutually agree upon the terms and conditions of the
merit-based bonus plan, including without limitation, the objectives to be achieved by Employee in order to earn the Bonus hereunder.


 


 


 




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(c)            
Equity Incentive Awards. The Company agrees within thirty (30) days of the Effective Date to grant the
Employee an equity incentive award in a form to be mutually agreed upon in the form of an incentive stock option to purchase 250,000
shares of the Company’s common stock, par value $0.001 (“Common Stock”) with a per share exercise
price equal to the fair market value of a share of Common Stock (the “Equity Award”). The Equity Award
shall vest at the rate of 2.77% on the beginning of each calendar month over a three year period commencing on the Effective Date,
and the Equity Award shall becoming fully vested in the event of a sale of all or substantially all the Company’s assets
or the Company undergoes a merger, consolidation, reorganization or any other change in control. The terms and conditions of such
Equity Award shall exclusively be contain in a separately execute incentive stock grant agreement. The exercise price applicable
to the Equity Award, and the fair market value of Common Stock underlying the Equity Award, shall be $2.00 per share, subject to
adjustment in the event of any splits, combinations, or other like transactions.


 


(d)           
Indemnification Insurance; Indemnification. The Company shall provide Employee with director’s and
officer’s liability insurance to the extent that such insurance is provided to other directors and officers of the Company
and is available at commercially reasonable premiums. Such insurance shall be in such form, and shall provide for such coverage
and deductibles, as shall be commercially reasonable and standard for companies in businesses and circumstances similar to those
of the Company.


 


(e)           
Participation In Employee Benefit Plans. Employee shall have the same rights, privileges, benefits and
opportunities to participate in any of the Company’s employee benefit plans (health, dental and vision) which may now or
hereafter be in effect on a general basis for executive officers or employees of the Company. The Company may discontinue any benefit
plans and otherwise amend and change the type and quantity of benefits it provides in its sole discretion, provided that any such
change affects all the Company’s employees and the Company continues to provide to Employee any benefits specifically set
forth herein.


 


4.            REIMBURSEMENT
OF BUSINESS EXPENSES. The Company shall promptly reimburse Employee for all reasonable business expenses incurred
by Employee in connection with the business of the Company and within the scope and authority of Employee’s duties hereunder.
However, each such expenditure shall be reimbursable only if Employee furnishes to the Company adequate records and other documentary
evidence required by federal and state statutes and regulations issued by the appropriate taxing authorities for the substantiation
of each such expenditure as an income tax deduction.


 


5.             ANNUAL
VACATION. Employee shall be entitled to 20 days’ vacation time in each calendar year of the Term, with any
such adjustments as approved by the Board. Employee shall be entitled to recognize without loss of pay all holidays designated
as such by banks in the state of New York.


 


 


 




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6.            INDEMNIFICATION
OF LOSSES. The Company shall indemnify and hold harmless Employee from any and all liability arising from Employee’s
actions taken on the Company’s behalf and within Employee’s scope of duties and authority, so long as such actions
were taken by Employee in good faith and in furtherance of the Company’s business. The Company shall indemnify and hold
Employee harmless to the full extent of the law from any and all claims, losses and expenses sustained by Employee as a result
of any action taken by him to discharge his duties under this Agreement, and the Company shall defend Employee, at the Company’s
expense, in connection with any and all claims by shareholders or third parties which are based upon actions taken by Employee
to discharge his duties under this Agreement.


 


7.            PERSONAL
CONDUCT. Employee agrees to promptly and faithfully comply with all present and future policies, requirements, directions,
and reasonable requests of Company executives and rules and regulations of the Company in connection with the Company’s business.


 


8.            TERMINATION
BY THE COMPANY. Notwithstanding any provision hereunder, the Company may terminate Employee’s employment
immediately if such termination is for Cause. For purposes of this Agreement, “Cause” shall mean:


 


(a)      
Employee is convicted of any fraud or embezzlement against the Company; or


 


(b)     
After written notice and an opportunity to cure, Employee willfully breaches or habitually neglects the duties and responsibilities
which he is required to perform under the terms of this Agreement; or


 


(c)      
Employee commits such acts of dishonesty, fraud, misrepresentation, gross negligence or willful misconduct which results
in harm to the Company or its business; or


 


(d)     
Employee violates any statute or court order related to the business operations of the Company that may have a material
adverse effect upon the Company’s business, operations or condition (financial or otherwise).


 


The Company may terminate
this Agreement for Cause immediately upon written notice of termination to Employee; provided, however, if the Company terminates
this Agreement pursuant to Section 8(b), Employee shall be entitled to a period of thirty (30) days from the date of the
initial written notice of termination to cure said breach. Except as otherwise set forth in this Section 8, upon any termination
for Cause, the obligations of Employee and the Company under this Agreement shall immediately cease. Such termination shall be
without prejudice to any other remedy to which the Company may be entitled either at law, in equity, or under this Agreement.


 


9.            COMPENSATION
UPON TERMINATION


 


(a)           
Upon
Termination. Upon the termination of Employee’s employment for any reason, then Employee shall receive payment
of Base Salary and Bonus earned or payable and payment of any unused accrued vacation through and including the date of termination
(the “Accrued Benefits”).


 


 


 




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(b)           
Termination for Cause. In the event the Company terminates Employee’s employment in accordance with
Section 8, then the Accrued Benefits and Employees rights and privileges with respect to the Equity Award shall constitute
Employee’s sole right and exclusive remedy in the event of such termination of Employee’s employment, and upon payment
by the Company of the Accrued Benefits, all other rights or remedies otherwise available shall cease immediately, and the Company
shall have no further obligations to Employee under this Agreement, except that Employee shall have the right to exercise all benefits
that have vested as of the date of termination to which Employee is entitled under any compensation or employee benefit plan of
the Company in accordance with the terms and provisions of such compensation or employee benefit plan, all other documents and
agreements that give rise to or otherwise govern such vested benefits and all applicable laws and regulations.


 


(c)            
Upon Termination Other Than For Cause or for Good Reason. If Employee’s employment is terminated
other than pursuant to Section 8 or Employee terminates his employment for Good Reason, then, in exchange for execution
of a general release to be mutually agreed upon, the Company will pay Employee the Accrued Benefits and an amount equal to three
(3) months of Base Salary as in effect on the date of termination plus any amount of Employee’s Bonus as earned on a prorated
basis as of the date of termination, (the “Severance Payment”), plus reimbursement for business expenses
incurred by Employee up to the date of termination. The Severance Payment shall increase by an additional thirty (30) days Base
Salary on May 15 of each year, not to exceed a total of six (6) months Base Salary. The Severance Payment will be paid promptly
after the executed general release has become effective.


 


“Good
Reason” shall mean (i) a decrease in the Employee’s Base Salary, (ii) a geographic relocation of the Employee
without the Employee’s consent more than thirty (30) miles from the current location of the Employee’s office as of
the date hereof, or (iii) a willful and continued material breach by the Company of this Agreement or Section 3(c) that
has a material adverse effect on the Employee.


 


(d)           
The Severance Payment shall constitute Employee’s sole right and exclusive remedy in the event of such termination
of Employee’s employment, and upon payment by the Company of the Severance Payment, all other rights or remedies otherwise
available shall cease immediately, and the Company shall have no further obligations to Employee under this Agreement, except that
Employee shall have the right to exercise all benefits that have vested as of the date of termination to which Employee is entitled
under any compensation or employee benefit plan of the Company in accordance with the terms and provisions of such compensation
or employee benefit plan, all other documents and agreements that give rise to or otherwise govern such vested benefits and all
applicable laws and regulations.


 


(e)           
Exclusivity of Payments. Upon termination of Employee’s employment under this Agreement, Employee
shall not be entitled to any severance payment or severance benefit from the Company other than the payments and benefits provided
in this Section 9.


 


(f)            
Withholding of Taxes; Tax Reporting. The Company may withhold from any amount payable under this Agreement
all such federal, state, city and other taxes and may file with appropriate governmental authorities all such information, returns
or other reports with respect to the tax consequences of any amount payable under this Agreement as may in the Company’s
reasonable judgment be required.


 


 


 




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10.         PROPRIETARY
INFORMATION. Employee agrees at all times during the period of his employment with the Company and thereafter,
to hold in strictest confidence, and not to use, except for the benefit of the Company, or to disclose to any person, firm, corporation
or other entity without written authorization of the Board, any Proprietary Information (as defined below) of the Company which
Employee obtains or creates. Employee further agrees not to make copies of such Proprietary Information except as authorized by
the Company. Employee understands that “Proprietary Information” means any proprietary information,
technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, suppliers,
customer lists and customers (including, but not limited to, customers of the Company on whom Employee called or with whom Employee
became acquainted during the employment), prices and costs, markets, software, developments, inventions, formulas, technology,
designs, drawings, marketing, licenses, finances, budgets or other business information disclosed to Employee by the Company either
directly or indirectly in writing, orally or by drawings or observation of parts or equipment or created by Employee during the
period of employment, whether or not during working hours. Employee understands that Proprietary Information includes, but is
not limited to, information pertaining to any aspects of the Company’s business which is either information not known by
actual or potential competitors of the Company or is proprietary information of the Company or its customers or suppliers, whether
of a technical nature or otherwise. Employee further understands that Proprietary Information does not include any of the foregoing
items which have become publicly and widely known and made generally available through no wrongful act of his or of others who
were under confidentiality obligations as to the item or items involved. Employee represents that his performance of all terms
of this Agreement as an employee of the Company have not breached and will not breach any agreement to keep in confidence proprietary
information, knowledge or data acquired by Employee in confidence or trust prior or subsequent to the commencement of employment
with the Company, and Employee will not disclose to the Company, or induce the Company to use, any inventions, confidential or
proprietary information or material belonging to any previous employer or any other party.


 


11.        
INVENTIONS. 


 


(a)           
Inventions Retained and Licensed. Employee has attached hereto as Exhibit B, a list describing with particularity
all inventions, original works of authorship, developments, improvements, and trade secrets which were made by Employee prior
to the commencement of employment (collectively referred to as “Prior Inventions”), which belong solely
to Employee or belong to Employee jointly with another, which relate in any way to any of the Company’s proposed businesses,
products or research and development, and which are not assigned to the Company hereunder; or, if no such list is attached, Employee
represents that there are no such Prior Inventions. If, in the course of employment with the Company, Employee incorporates into
a Company product or service a Prior Invention owned by Employee or in which Employee has an interest, the Company is hereby granted
and shall have a non-exclusive, royalty-free, irrevocable, perpetual, worldwide license (with the right to sublicense) to make,
have made, copy, modify, make derivative works of, use, sell and otherwise distribute such Prior Invention as part of or in connection
with such product, process or machine.


 


 


 




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(b)           
Assignment of Inventions. Employee agrees that Employee will promptly make full written disclosure to
the Company, will hold in trust for the sole right and benefit of the Company, and hereby assigns to the Company, or its designee,
all Employee’s right, title and interest throughout the world in and to any and all inventions, original works of authorship,
developments, concepts, know-how, improvements or trade secrets, whether or not patentable or registrable under copyright or similar
laws, which Employee may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or
reduced to practice, within the Term and related to the scope of Employee’s employment (collectively referred to as “Inventions”).
Employee further acknowledges that all Inventions are works made for hire (to the greatest extent permitted by applicable law)
and are compensated by the compensation provided for in this Agreement. Employee agrees that all Inventions that relate to the
business of the Company are hereby assigned to the Company, and the Company shall have full and exclusive ownership of such Inventions,
unless scheduled on Exhibit B.


 


(c)            
Maintenance of Records. Employee agrees to keep and maintain adequate and current written records of all
Inventions made by Employee (solely or jointly with others) during the period of employment with the Company. The records may be
in the form of notes, drawings, flow charts, electronic data or recordings, laboratory notebooks, and any other format. The records
will be available to and remain the sole property of the Company at all times. Employee agrees not to remove such records from
the Company’s place of business except as expressly permitted by Company policy which may, from time to time, be revised
at the sole election of the Company for the purpose of furthering the Company’s business.


 


(d)           
Assistance and Power of Attorney. Employee agrees to assist the Company, or its designee, at the Company’s
expense, in every proper way to secure the Company’s rights in the Inventions and any copyrights, patents, trademarks, mask
work rights, moral rights, or other intellectual property rights relating thereto in any and all countries, including the disclosure
to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths,
assignments, recordations, and all other instruments which the Company shall deem necessary in order to apply for, obtain, maintain
and transfer such rights and in order to assign and convey to the Company, its successors, assigns and nominees the sole and exclusive
rights, title and interest in and to such Inventions, and any copyrights, patents or other intellectual property rights relating
thereto. Employee further agrees that it is Employee’s obligation to execute or cause to be executed, when it is in his power
to do so, any such instrument or papers after the termination of this Agreement until the expiration of the last such intellectual
property right to expire in any country of the world. If the Company is unable because of any mental or physical incapacity or
unavailability or for any other reason to secure Employee’s signature to apply for or to pursue any application for any United
States or foreign patents or copyright registrations covering Inventions or original works of authorship assigned to the Company
as above, then Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Employee’s
agent and attorney in fact, to act for and in his behalf and stead to execute and file any such applications and to do all other
lawfully permitted acts to further the application for, prosecution, issuance, maintenance or transfer of letters patent or copyright
registrations thereon with the same legal force and effect as if originally executed by Employee. Employee hereby waives and irrevocably
quitclaims to the Company any and all claims, of any nature whatsoever, which Employee now or hereafter has for infringement of
any and all proprietary rights assigned to the Company.


 


 


 




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12.        RETURNING
COMPANY DOCUMENTS. Employee agrees that, at the time of termination of Employee’s employment with the Company, Employee
will deliver to the Company (and will not keep in his possession, recreate or deliver to anyone else) any and all devices, records,
data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks,
materials, flow charts, equipment, other documents or property, or reproductions of any aforementioned items developed by Employee
pursuant to employment or otherwise belonging to the Company, its successors or assigns. Employee further agrees that to any property
situated on the Company’s premises and owned by the Company, including disks and other storage media, filing cabinets or
other work areas, is subject to inspection by Company personnel at any time with or without notice. In the event of the termination
of employment, Employee agrees to sign and deliver a termination certification relating to the above items and information in
a form reasonably requested by the Company.


 


13.        NOTIFICATION TO OTHER PARTIES. In the event that Employee leaves the employ of the Company, Employee hereby
consents to notification by the Company to his new employer about Employee’s rights and obligations under this Agreement.


 


		14.	NON-COMPETITION, SOLICITATION OF EMPLOYEES, CONSULTANTS AND OTHER PARTIES.



 


(a)           
Business Relationships and Goodwill. Employee acknowledges and agrees that as an employee and representative
of the Company, Employee will be given specialized training and access to Proprietary Information. Employee acknowledges and agrees
that this creates a special relationship of trust and confidence between the Company, Employee and the Company’s current
and prospective customers, partners, and investors. Employee therefore acknowledges and agrees that it is fair and reasonable for
the Company to take steps to protect itself from the risk of such misappropriation. Consequently, Employee agrees to the following
noncompetition and nonsolicitation covenants.


 


(b)           
Scope of Noncompetition Obligation.


 


(i)                 
Employee acknowledges and agrees that a period of six (6) months shall constitute the non-compete, non-solicit, and non-divert
period (the “Non-Interference Period”). The Non-Interference Period begins when the Employee departs
the Company. Following the termination of this Agreement for any reason, Employee shall not render services that are substantially
similar to the services that Employee is performing for the Company (as of the date of termination) to any third party whose primary
business is in the development, marketing and selling of on-line advertising management platforms within the United States during
the Non-Interference Period.


 


(ii)               
Employee shall not, during employment with the Company or during the Non-Interference Period following the termination of
this Agreement, solicit, attempt to solicit, divert away, or attempt to divert away business, either directly or indirectly, from
any Company Client. “Company Client” shall mean any person, company, or business that is or was a client,
customer, and/or partner or a prospective client, customer, and/or partner of the Company within the six (6) month period prior
to the Employee’s termination.


 


 


 




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(iii)               
Employee further agrees that during the Non-Interference
Period after


 


the termination of this Agreement,
Employee shall not directly or indirectly solicit, entice, persuade or induce any employee, agent or representative of the Company
to terminate such person’s relationship with the Company or to become employed by any business or person other than the Company.


 


(c)            
Acknowledgement. Employee acknowledges that the compensation, specialized training, and the Proprietary Information
provided to Employee pursuant to this Agreement, gives rise to the Company’s interest in restraining Employee from competing
with the Company, that the provisions of this Section 14 are designed to enforce such consideration and that any limitations
as to time, geographic scope and scope of activity to be restrained as defined herein are reasonable and do not impose a greater
restraint than is necessary to protect the goodwill or other business interest of the Company.


 


(d)           
Survival of Covenants. This Section 14 shall survive the expiration or termination of this Agreement
for any reason.


 


		15.	MISCELLANEOUS 



 


(a)           
Preparation of Agreement. It is acknowledged by each party that such party either had separate and independent
advice of counsel or the opportunity to avail itself or himself of the same. In light of these facts it is acknowledged that no
party shall be construed to be solely responsible for the drafting hereof, and therefore any ambiguity shall not be construed against
any party as the alleged draftsman of this Agreement.


 


(b)           
Cooperation. Each party agrees, without further consideration, to cooperate and diligently perform any
further acts, deeds, and things and to execute and deliver any documents that may from time to time be reasonably necessary or
otherwise reasonably required to consummate, evidence, confirm, and/or carry out the intent and provisions of this Agreement, all
without undue delay or expense.


 


(c)            
Interpretation.


 


(i)               

Entire Agreement/No Collateral Representations. Each party expressly acknowledges and agrees that this Agreement, including
all exhibits attached hereto: (A) is the final, complete and exclusive statement of the agreement of the Parties with respect to
the subject matter hereof; (B) supersedes any prior or contemporaneous agreements, promises, assurances, guarantees, representations,
understandings, conduct, proposals, conditions, commitments, acts, courses of dealing, warranties, interpretations, or terms of
any kind, oral or written, and that any such prior agreements are of no force or effect except as expressly set forth herein; and
(C) may not be varied, supplemented or contradicted by evidence of any prior agreements, or by evidence of subsequent oral agreements.
Any agreement hereafter made shall be ineffective to modify, supplement, or discharge the terms of this Agreement, in whole or
in part, unless such agreement is in writing and signed by the party against whom enforcement of the modification or supplement
is sought.


 


 


 




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(ii)                 
Waiver. No breach of any agreement or provision herein contained, or of any obligation under this Agreement, may
be waived, nor shall any extension of time for performance of any obligations or acts be deemed an extension of time for performance
of any other obligations or acts contained herein, except by written instrument signed by the party to be charged or as otherwise
expressly authorized herein. No waiver of any breach of any agreement or provision herein contained shall be deemed a waiver of
any preceding or succeeding breach thereof, or a waiver or relinquishment of any other agreement or provision or right or power
herein contained.


 


(iii)               
Remedies Cumulative. The remedies of each party under this Agreement are cumulative and shall not exclude any other
remedies to which such party may be lawfully entitled.


 


(iv)               
Severability. If any term or provision of this Agreement or the application thereof to any person or circumstance
shall, to any extent, be determined to be invalid, illegal, or unenforceable under present or future laws effective during the
Term, then and, in that event: (A) the performance of the offending term or provision (but only to the extent its application is
invalid, illegal or unenforceable) shall be excused as if it had never been incorporated into this Agreement, and, in lieu of such
excused provision, there shall be added a provision as similar in terms and amount to such excused provision as may be possible
and legal, valid and enforceable, and (B) the remaining part of this Agreement (including the application of the offending term
or provision to persons or circumstances other than those as to which it is held invalid, illegal or unenforceable) shall not be
affected thereby and shall continue in full force and effect to the fullest extent provided by law.


 


(v)                 
No Third Party Beneficiary. Notwithstanding anything else herein to the contrary, the Parties specifically disavow
any desire or intention to create any third party beneficiary obligations, and specifically declare that no person or entity, other
than as set forth in this Agreement, shall have any rights hereunder or any right of enforcement hereof, except the heirs and personal
representatives of Employee in the event of Employee’s death or disability.


 


(vi)               
Heading; References; Incorporation; Gender. The headings used in this Agreement are for convenience and reference
purposes only, and shall not be used in construing or interpreting the scope or intent of this Agreement or any provision hereof.
References to this Agreement shall include all amendments or renewals thereof. Any exhibit referenced in this Agreement shall be
deemed to include the other gender, including neutral genders or genders appropriate for entities, if applicable, and the singular
shall be deemed to include the plural, and vice versa, as the context requires.


 


(d)            Enforcement.


 


(i)               Applicable
Law. This Agreement and the rights and remedies of each party arising out of or relating to this Agreement (including, without
limitation, equitable remedies) shall be solely governed by, interpreted under, and construed and enforced in accordance with
the laws (without regard to the conflicts of law principles thereof) of the Commonwealth of Virginia, as if this agreement were
made, and as if its obligations are to be performed, wholly within the Commonwealth of Virginia.


 


 


 




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(ii)               Consent
to Jurisdiction; Service of Process. Any action or proceeding arising
out of or relating to this Agreement shall be filed in and heard and litigated solely before the state or federal courts of located
within Fairfax County, Virginia or the United States District Court for the Eastern District of Virginia (Alexandria division).


 


(e)           
No Assignment of Rights or Delegation of Duties by Employee. Employee’s rights and benefits under
this Agreement are personal to him and therefore (i) no such right or benefit shall be subject to voluntary or involuntary alienation,
assignment or transfer; and (ii) Employee may not delegate his duties or obligations hereunder. This Agreement shall terminate
upon Employee’s death.


 


(f)            
Notices. Unless otherwise specifically provided in this Agreement, all notices, demands, requests, consents,
approvals or other communications (collectively, “Notices”) required or permitted to be given hereunder,
or which are given with respect to this Agreement, shall be in writing, and shall be given by: (A) personal delivery (which form
of Notice shall be deemed to have been given upon delivery), (B) by airborne/overnight delivery service (which forms of Notice
shall be deemed to have been given upon confirmed delivery by the delivery agency), (C) by electronic or facsimile or telephonic
transmission, provided the receiving party has a compatible device and confirms receipt thereof (which forms of Notice shall be
deemed delivered upon confirmed transmission or confirmation of receipt), or (D) by mailing in the United States mail by registered
or certified mail, return receipt requested, postage prepaid (which forms of Notice shall be deemed to have been given upon the
fifth business day following the date mailed). Notices shall be addressed, in the case of the Company, to the address of the Company’s
principal offices at the time of such Notice and, in the case of Employee, to the address of Employee as designated in the Company’s
records, or to such other address as the receiving party shall have specified most recently by like Notice, with a copy to the
other Parties hereto. Any Notice given to the estate of a party shall be sufficient if addressed to the party as provided in this
subparagraph.


 


(g)           
Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an
original, and all of which together shall constitute one and the same instrument, binding on all Parties hereto. Any signature
page of this Agreement may be detached from any form hereto by having attached to it one or more additional signature pages.


 


[Signature Page Follows]


 


 


 


 




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IN WITNESS HEREOF,
the parties execute this Employment Agreement as of the date first written above.


 


 


	ZENOVIA DIGITAL EXCHANGE CORP. 

a Delaware corporation	 	EMPLOYEE
	 	 	 
	 	 	 
	/s/ Joseph Kowal	 	/s/ David Moser
	Joseph Kowal, Chairman 	 	David Moser


 


 


 


 


 


 


[Moser Employment Agreement – Signature
Page]


 




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EXECUTION COPY


 


Exhibit A


 


Duties and Responsibilities


 


The Chief Technology
Officer (“CTO”) will report directly to the Chief Operating Officer and will participate on the senior
management team. The CTO is responsible for building, enhancing, and operating high-quality, innovative, and performant software-as-a-service
(“SaaS”) technologies that differentiate the Company and as jointly defined by the Company’s Product
Management, Sales, Client Services, Data & Analytics, and other management peers (the “Roadmap”).


 


Specifically, the CTO’s duties include, but
are not limited to:


 


		(a)	Definition and communication of the Company’s technical architecture across all of the Company’s
software, data, hardware, and network components



 


		(b)	Identifying, exploiting, and integrating new technologies; leveraging technology across business
units; selecting third-party vendors and tool providers.



 


		(c)	Definition, configuration, and deployment of globally-scaled, redundant, company-owned (and/or
virtual) hardware and network infrastructure that minimizes down-time



 


		(d)	Quarterly budgeting and adherence to technology labor expense, vendor expense, and capital expenditures,
in collaboration with the Chief Financial Officer and management priorities



 


		(e)	Definition and delivery of technology performance metrics that forecast scalability limitations
and the timing of capacity expansion



 


		(f)	Establishing a technical capability in the Company for the design, development, and quality assurance
of the Company’s SaaS software offerings



 


		(g)	Design, recruiting, professional development, and assignment of the world-wide technology organization,
comprising product development, quality assurance, system administration, analytics, data science, and technical operations



 


 




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Exhibit B


 


List of Inventions Retained by Employee


 


None


 


 




 


 


 


 






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