Exhibit 10.7


 


EMPLOYMENT AGREEMENT


 


As of the 14th day of October, 2013 (the
“Effective Date”), this Employment Agreement (“Agreement”) is entered into by and between Focus Venture
Partners, Inc. (the “Company”), and John Wood (the “Employee”).


 


RECITALS


 


A.    The Employee
has agreed to serve as President of Operations, for the Company and in such other capacities as are designated by the Company;


 


B.    The Company
and Employee desire to enter into this Agreement setting forth the terms and conditions of Employee’s employment with the
Company.


 


NOW, THEREFORE, in
consideration of the mutual promises and covenants set forth herein, the parties agree as follows:


 


		1.	Term: The Company shall employ Employee, and Employee hereby accepts employment with
the Company, upon the terms and conditions set forth in this Agreement for the period beginning on the Effective Date and ending
on the second anniversary thereafter, unless earlier terminated as provided herein (the “Term ). If this Agreement has not
been terminated as provided herein, this Agreement shall be extended on a year to year basis until terminated by either party by
providing thirty (30) days written notice to the other party.



 


		2.	Services and Exclusivity of Services: During the Term of this Agreement, Employee
shall devote his full business time, energy and ability to the matters related thereto, in order to perform duties as assigned
by senior Employees and the Company’s board of directors (the “Board”). Employee shall use Employee’s best
efforts and abilities to promote the Company’s interests and shall perform the services contemplated by this Agreement in
accordance with policies established by and under the direction of senior Employees and the Board. Employee agrees to serve without
additional remuneration in such Employee capacities for one or more Affiliates (as that term is defined herein) of the Company
as the Board may from time to time request. Employee agrees to faithfully and diligently promote the business, affairs and interests
of the Company and its Affiliates.



 


Without the prior express written
authorization of the Board, Employee shall not, directly or indirectly, during the Term of this Agreement engage in any activity
competitive with or adverse to the Company’s business, whether alone, as a partner, officer, director, employee or significant
investor of or in any other entity. (An investment of greater than 5% of the outstanding capital or equity securities of an entity
shall be deemed significant for these purposes.)


 




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Employee warrants and represents
to the Company that Employee (a) is not, to Employee’s knowledge, violating and will not violate any contractual, legal,
or fiduciary obligations or burdens to which Employee is subject as of the Effective Date by entering into this Agreement or providing
services under the Agreement’s terms; (b) is, to Employee’s knowledge, under no contractual, legal, or fiduciary obligation
or burden that will interfere with his ability to perform services under the Agreement’s terms; and (c) has no bankruptcies,
convictions, disputes with regulatory agencies, or other discloseable or disqualifying events that would have any material impact
on the Company or any Affiliate of the Company, or their ability to conduct securities offerings.


 


		3.	Duties and Responsibilities: During the Term, Employee shall serve as the Company’s
President of OSP and Wireless Business Units and in such other capacity or capacities as the Board shall reasonably delegate. Employee’s
duties shall include, without limitation, overall responsibility and authority, subject to authorities and limitations as established
by the Board, to implement and continue to develop the business strategies of the Company. In the performance of Employee’s
duties, Employee shall report to and shall be subject to the direction of the Company’s senior Employees and Board.



 


		4.	Compensation: During the Term of this Agreement, the Company shall pay Employee a
weekly salary of THREE THOUSAND TWO HUNDRED FIFTY DOLLARS ($3,250), less required withholdings (the “Base Salary”),
pursuant to the Company’s normal payroll practices.



 


		5.	Bonus: In addition to the Base Salary, during the Term, Employee will be eligible
to earn a bonus or bonuses as follows: One-Half Percent (1/2%) of Gross Revenue of new business procured by Employee. Bonus compensation
earned and payable pursuant to this Section 5, if any, shall be paid in accordance with the Company’s customary practices
during the calendar year immediately following the calendar year in which the bonus no longer is subject to a substantial risk
of forfeiture, and in no event shall such payment be made later than December 31st of such following calendar year.



 


		6.	Restricted Stock/Options: The Company shall recommend that during the Term Employee
receive, or have options for, restricted shares of common stock (the “Shares”) in the Company’s parent, Beacon
Enterprise Solutions Group, Inc. (“Beacon”). The Company shall recommend to Beacon that said Shares or options for
Shares vest or become effective, provided this Agreement is in effect, as follows: (1) 250,000 Shares within 60 days of the Effective
Date of this Agreement; (2) 250,000 Shares within 6 months of the Effective Date of this Agreement, (3) 250,000 Shares within 1
year of the Effective Date of this Agreement and (4) 250,000 Shares within 18 months of the Effective Date of this Agreement. The
rights of Employee for the Shares are subject to approval of, and terms and conditions to be determined by, the Beacon Board of
Directors and Compensation Committee.



 




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All unvested Shares shall be automatically
forfeited upon termination of this Agreement; provided, however, that if (i) Company terminates this Agreement Without Cause or
(ii) Employee terminates this Agreement For Good Reason, Employee shall be entitled to receive a pro rata portion of the Shares
that Employee would have earned at the end of the then-current month. All shares that the Employee receives as a result of this
Agreement will be non-transferable, restricted shares and the Employee agrees, upon request of Company, to sign all documents and
take all actions reasonably requested by the Company in order to effectuate the award of such shares including, without limitation,
signing a written acknowledgement agreeing to be bound by the Company’s shareholders’ agreement. Such shares shall
be subject to adjustments such as stock splits and other modifications such that the number of shares stated above shall adjust
according to such forward or reverse splits in the Company’s stock.


 


		7.	Additional Benefits: The Company shall provide Employee with the following benefits
during the Term:



 


		a)	Employee Benefits. Employee shall be entitled to participate in the benefit plans provided
by the Company for all employees generally, and for the Company’s Employee employees, including the availability of health
and dental insurance benefits. The Company shall be entitled to modify, amend or terminate these benefit plans in its sole discretion
at any time, provided such modification, amendment or termination is applicable to all employees generally. Any reimbursement of
expenses made under this Agreement shall only be made for eligible expenses incurred during the Term of this Agreement.



 


		b)	Vacation. Employee shall be entitled to three (3) weeks paid vacation in accordance with
the policies, practices and procedures established from time to time by the Company; provided. Any vacation time not used during
a calendar year may not be used during any subsequent period.



 


		c)	Business Expenses. During the Term of this Agreement, the Company shall reimburse Employee
promptly for business expenditures made and substantiated in accordance with policies, practices and procedures established from
time to time by the Company and incurred in the pursuit and furtherance of the Company’s business and good will.



 


		d)	Other Benefits. During the Term of this Agreement, the Company shall provide the following
benefits and/or incentives:



 


		i.	Auto Allowance: $200/week;






		ii.	Fuel for Auto (“fuel card”);






		iii.	Use of company credit card for business expenses;






		iv.	Reimbursement of costs for Employee to relocate to Florida;



 


		8.	Termination: The employment relationship between Employee and the Company created
under this Agreement and all obligations hereunder (except the obligations contained in Sections 9, 10, 11, 12, and 13, which shall
survive any termination hereunder) shall terminate before the expiration of the Term of this Agreement upon the occurrence of any
one of the following events:



 


		a)	Death or Disability of Employee. The death or disability of Employee. For the purposes of
this Agreement, disability shall mean the absence of Employee performing Employee’s duties with the Company on a full-time
basis for a period of six months, as a result of incapacity due to mental or physical illness which is determined to be total and
permanent by a physician selected by the Company or its insurers. If Employee shall become disabled, Employee’s employment
may be terminated by written notice from the Company to Employee.



 




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		b)	Termination by the Company for Cause. The Company may terminate Employee’s employment
hereunder for Cause (as such term is defined herein) at any time after providing written notice to Employee. For purposes of this
Agreement, the term “Cause” shall mean any of the following: (i) habitual failure of, or neglect by, Employee to perform
his duties pursuant to this Agreement; (ii) misconduct in connection with the performance of Employee’s duties, including,
without limitation, misappropriation of funds or property, or any violation of law or regulations to which Employee is subject;
(iii) commission by Employee of an act relating to moral turpitude, dishonesty, theft or unethical business conduct; and (iv) a
material breach by Employee of this Agreement.



 


		c)	Termination by the Company Without Cause. Subject to the Company’s obligations pursuant
to Section 9 of this Agreement, the Company may terminate this Agreement and Employee’s employment under this Agreement without
Cause at any time upon thirty days written notice to Employee, during which period Employee shall not be required to perform any
services for the Company other than to assist the Company in training his successor and generally preparing for an orderly transition.



 


		d)	Termination by Employee Without Good Reason. Employee may terminate this Agreement and his
employment under this Agreement without Good Reason (as such term is defined herein) at any time by giving the Company thirty days
prior written notice of the termination. Following any such notice, the Company may reduce or remove any and all of Employee’s
duties, positions and titles with the Company, and any such reduction or removal shall not constitute a termination by the Company
without Cause.



 


		e)	Termination by Employee With Good Reason. Employee may terminate this Agreement and his
employment under this Agreement with Good Reason by giving the Company thirty days prior written notice of the termination. For
purposes of this Agreement, the term “Good Reason” shall mean the occurrence of any of the following without Employee’s
prior written consent: (i) requiring Employee to relocate his offices more than forty miles from the current location; (ii) any
material breach by the Company of this Agreement; (iii) a material change in the principal line of business of the Company; or
(iv) a material diminution in Employee’s title, duties, responsibility or authority.



 


Any event described in (i) through
(iv) shall not constitute Good Reason unless Employee delivers to the Company a written notice of termination for Good Reason within
ninety days after Employee first learns of the existence of the circumstances giving rise to Good Reason, and within thirty days
following delivery of such notice, the Company has failed to cure the circumstances giving rise to Good Reason.


 




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		9.	Compensation Upon Termination: Upon the termination of Employee’s employment
under this Agreement before the expiration of the Term, Employee shall be entitled to the following:



 


		a)	Termination As a Result of Death, Disability, by the Company for Cause, or by Employee Without
Good Reason. In the event that Employee’s employment is terminated as a result of death, disability, by the Company for
Cause, or by Employee without Good Reason, the Company shall, in addition to any benefits provided under any employee benefit plan
or program of the Company, pay the following amounts to Employee (or his estate or other legal representative, as the case may
be) within the time period required by applicable law (and in all events within thirty days of such termination):



 


(i)         any
accrued but unpaid Base Salary for services rendered to the date of termination; and


 


(ii)        any
accrued but unpaid expenses required to be reimbursed pursuant to this Agreement; and


 


The amounts described in Sections
9(a)(i)-(ii) above, together with benefits provided under any employee benefit plan or program of the Company, shall be referred
to herein as the “Accrued Obligations.”


 


		b)	Termination by the Company Without Cause, or by Employee for Good Reason. In the event that
Employee’s employment is terminated by the Company without Cause or by Employee for Good Reason, Employee shall be entitled
to the following:



 


(i)         the
Accrued Obligations within the time period required by applicable law (and in all events within thirty days of such termination);
and


 


(ii)        subject
to compliance with the restrictive covenants in Section 11 of this Agreement, and the execution and timely return by Employee of
a release of claims in a form reasonably satisfactory to the Company (the “Release”) which the Company shall deliver
to Employee within five business days following the termination of Employee’s employment, the Company shall pay Employee
an amount equal to six months Base Salary, payable in six equal monthly installments (the “Severance Period”). The
first installment shall commence on the sixtieth day following the termination of Employee’s employment but shall include
all installment amounts that would have been paid during the first sixty days following the termination of Employee’s employment
had installments commenced immediately following the date of termination;


 


		10.	Obligations of Employee upon Termination or Expiration of this Agreement. Upon the
termination or expiration of this Agreement, Employee shall immediately:



 


		a)	Return all of the Company’s property;



 




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		b)	Discontinue the use of any and all of the Company’s property and proprietary and confidential
information including methods, designs, marketing techniques, contracts, etc., in connection with the operation of the Company;



 


		c)	Discontinue the use of all of the Company’s trademarks, service marks, slogans or logos and
materials that contain such or any colorable imitations or variations thereof. This shall include the immediate cessation and use
of all telephone numbers, advertising products, signs, etc., which contain such trademarks, service marks, slogans or logos;



 


		d)	Discontinue the use of and return to the Company any and all information documentation in which
Employee prepared and/or received while employed by the Company, including, but not limited to, employee manuals, plans, reports,
licenses, contracts, purchase orders, letters, memoranda, work product and communications with the Company, its customers and parties
relating to matters concerning the Company; and



 


		e)	Upon request of the Company, assist and cooperate with and provide all information and documentation
to the Company in and concerning matters in which the Employee was involved in any capacity while employed by the Company.



 


		11.	Confidential Information. Employee acknowledges that the nature of Employee’s
engagement by the Company is such that Employee shall have access to information of a confidential nature. Such information includes
financial, legal, or any other secret or confidential information relating to the business affairs of the Company or its Affiliates
(the “Confidential Information”). Employee shall keep all such Confidential Information in confidence during the term
of this Agreement and at any time thereafter and shall not disclose any of such Confidential Information to any other person, except
to the extend such disclosure is (i) required by applicable law, (ii) lawfully obtainable from other sources, or (iii) authorized
in writing by the Company. Upon termination of Employee’s employment with the Company for any reason, Employee shall deliver
to the Company all documents, records, notebooks, work-papers and all similar material containing any of the foregoing information,
whether prepared by Employee, the Company or anyone else.



 


		12.	Restrictive Covenants. In consideration for (i) the Company’s promise to provide
Confidential Information to Employee and Employee’s return promise to hold the Company’s Confidential Information in
trust, (ii) the substantial economic investment made by the Company in the Confidential Information and goodwill of the Company,
and the business opportunities disclosed or entrusted to Employee, (iii) the compensation and other benefits provided by the Company
to Employee, and (iv) the Company’s employment of Employee pursuant to this Agreement, and to protect the Company’s
Confidential Information, customer relationships, and goodwill, Employee agrees to enter into the following restrictive covenants:



 




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		a)	Non-Solicitation. Employee agrees that, during the Term and thereafter during the Restricted
Period (as such term is defined herein), other than in connection with his authorized duties under this Agreement, Employee shall
not, directly or indirectly, either as a principal, manager, agent, employee, consultant, officer, director, stockholder, partner,
investor, owner, or lender or in any other capacity, and whether personally or through other persons or entities:



 


(i)         Solicit
or attempt to solicit business flow, interfere with or attempt to interfere with, or do business with any customer or client of
the Company or any Affiliate with whom the Company or any Affiliate did business or who the Company or any Affiliate solicited
within the eighteen month period preceding the termination of Employee’s employment. This restriction shall only prohibit
soliciting, attempting to solicit or transacting business with any person or entity, other than the Company or any Affiliate, engaged
in the Business (as such term is defined herein) of the Company or any Affiliate; or


 


(ii)        Solicit,
induce or attempt to solicit or induce, engage, or hire, on behalf of himself or any other person or entity, any person who is
an employee or consultant of the Company or any Affiliate or who was employed by the Company or any Affiliate within the twelve
month period preceding the termination of Employee’s employment (general advertisements and similar solicitations not directed
at any specific individuals shall not be considered solicitation for this purpose).


 


For purposes of this Agreement:


 


“Restricted Period”
means a period of twelve (12) months immediately following the date of Employee’s termination from employment for any reason.


 


“Business”
means a person or entity whose business is similar to or in any way competitive with the line of business engaged in by the Company
or any Affiliate; or any other business the Company or any Affiliate engages in during Employee’s employment and in which
Employee participated or of which Employee had knowledge of Confidential Information.


 


“Affiliate”
means, any entity which directly or indirectly controls, is controlled by, or is under common control with the Company for so long
as such control exists, where “control” means the decision-making authority as to such entity and, further, where such
control shall be presumed to exist where an entity owns more than fifty percent (50%) of the equity having the power to vote on
or direct the affairs of the other entity.


 


		b)	Tolling. If Employee violates any of the restrictions contained in this Section 12, the
Restricted Period shall be suspended and will not run in favor of Employee from the time of the commencement of any violation until
the time when Employee cures the violation.



 




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		c)	Remedies. Employee acknowledges that the restrictions contained in this Section 12, in view
of the nature of the Company’s business and his position with the Company, are reasonable and necessary to protect the Company’s
legitimate business interests, Confidential Information and goodwill and that any violation of this Section 12 may result in irreparable
injury to the Company. In the event of a breach or threatened breach by Employee of this Section 12, the Company may seek a temporary
restraining order and injunctive relief restraining Employee from the commission of any breach. Nothing contained in this Agreement
shall be construed as prohibiting the Company from pursuing any other remedies available to it for any breach or threatened breach,
including, without limitation, the recovery of money damages. The existence of any claim or cause of action by Employee against
the Company not predicated on this Agreement shall not constitute a defense to the enforcement by the Company of this Section 12.
If Employee, during the Restricted Period, seeks or is offered employment, or any other position or capacity with another person
or entity, Employee agrees to inform each such person or entity of the restrictions in this Section 12. The Company shall be entitled
to advise such person or entity of the provisions of this Section 12 and to otherwise deal with such person or entity to ensure
that the provisions of this Section 12 are enforced.



 


		d)	Reformation. The courts shall be entitled to modify the duration and scope of any restriction
contained herein to the extent such restriction would otherwise be unenforceable, and such restriction as modified shall be enforceable.
Employee acknowledges that the restrictions imposed by this Agreement are legitimate, reasonable and necessary to protect the Company’s
investment in its Confidential Information, businesses, customer relationships and the goodwill thereof.



 


		13.	Inventions:



 


		a)	“Inventions” means all ideas, inventions, discoveries, improvements, trade secrets,
formulae, techniques, data, software, programs, systems, specifications, developments, system architectures, documentation, algorithms,
flow charts, logic diagrams, source code, methods, processes, and other information, including works-in-progress, whether or not
subject to statutory protection, whether or not reduced to practice, which are conceived, created, authored, developed, or reduced
to practice by Employee, either alone or jointly with others, whether on the premises of the Company or not, during any consulting
relationship (including, without limitation, all periods of consultancy with or provision of any services to the Company prior
to the Effective Date); provided, however, that any of the foregoing occurring neither on the premises of nor through the use of
the property of nor at the direction of the Company and which W do not relate to the actual or anticipated business, activities,
research or investigations of the Company, and (ii) do not result from or are not suggested by work performed by Employee for the
Company (whether or not made or conceived during normal working hours or on the premises of the Company) shall not constitute Inventions
for purposes of this Agreement.



 




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		b)	Employee hereby acknowledges and agrees that all copyrightable works included in the Inventions
shall be “works made for hire” within the meaning of the Copyright Act of 1976, as amended (17 U.S.C. §101) (the
“Act”), and that the Company is to be the “author” within the meaning of the Act. Employee acknowledges
and agrees that all Inventions are the sole and exclusive property of the Company. In the event that title to any or all of the
Inventions does not or may not, by operation of law, vest in the Company, Employee hereby assigns to Company all its right, title
and interest in all Inventions and all copies of them, in whatever medium fixed or embodied, and in all writing relating thereto
in Employee’s possession or control. Employee hereby expressly waives any moral rights or similar rights in any Invention
or any such work made for hire.



 


		c)	Employee agrees not to file any patent, copyright or trademark applications relating to any Invention.
Employee agrees to assist the Company whether before or after the termination or expiration of this Agreement or any consulting
relationship with Company, in perfecting, registering, maintaining, and enforcing, in any jurisdiction, the Company’s rights
in the Inventions by performing promptly all acts and executing all documents deemed necessary or convenient by the Company.



 


		d)	If the Company is unable, after duly reasonable effort, to secure Employee’s signature on
any such documents, Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents
as Employee’s agent and attorney-in-fact, to do all lawfully permitted acts (including, but not limited to, the execution,
verification and filing of applicable documents) with the same legal force and effect as if performed by Employee.



 


		14.	Severability: If any provision of this Agreement is held to be unenforceable for
any reason, it shall be adjusted rather than voided, if possible, to achieve the intent of the parties to the extent possible.
In any event, all other provisions of this Agreement shall be deemed valid and enforceable to the extent possible.



 


		15.	Succession: This Agreement shall inure to the benefit of and be binding upon the
Company and its successors and assigns and any such successor or assignee shall be deemed substituted for the Company under the
terms of this Agreement for all purposes. As used herein, “successor” and “assignee” shall include any
person, firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly
acquires the stock of the Company or to which the Company assigns this Agreement by operation of law or otherwise. The obligations
and duties of Employee hereunder are personal and otherwise not assignable. Employee’s obligations and representations under
this Agreement will survive the termination of Employee’s employment, regardless of the manner of such termination.



 


		16.	Notices: Any notice or other communication provided for in this Agreement shall be
in writing and sent if to the Company to its office at:



 


1866 Leithsville Road, #225

Hellertown, PA 18055


 




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if to Employee at:


 


__________________

__________________


 


or at such other address as the
Company may from time to time in writing designate, and if to Employee at such address as Employee may from time to time in writing
designate.


 


		17.	Entire Agreement: This Agreement contains the entire agreement of the parties relating
to the subject matter hereof and supersedes any prior agreements, undertakings, commitments and practices relating to Employee’s
employment by the Company.



 


		18.	Amendments: No amendment or modification of the terms of this Agreement shall be
valid unless made in writing and duly executed by both parties.



 


		19.	Waiver: No failure on the part of any party to exercise or delay in exercising any
right hereunder shall be deemed a waiver thereof or of any other right, nor shall any single or partial exercise preclude any further
or other exercise of such right or any other right.



 


		20.	Governing Law: This Agreement, and the legal relations between the parties, shall
be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without regard to conflicts of law
doctrine.



 


		21.	Arbitration: Employee and the Company agree that any claim, controversy or dispute
between Employee and the Company or any Affiliate (including, without limitation, their respective stockholders, directors, officers,
employees, representatives or agents) arising out of or relating to this Agreement, except for any alleged breach of Section 12
of this Agreement, shall be submitted to and be settled by binding arbitration in a forum of the American Arbitration Association
(“AAA”) located in Lehigh County, the Commonwealth of Pennsylvania. In such arbitration: (a) the arbitrator shall agree
to treat as confidential evidence and other information presented by the parties to the same extent as Confidential Information
under this Agreement must be held confidential by Employee and (b) the arbitrator shall have no authority to amend or modify any
of the terms of this Agreement. Any arbitration award shall be final and binding upon the parties, and any court (state or federal)
having jurisdiction may enter a judgment on the award.



 


		22.	Counterparts: This Agreement and any amendments hereto may be executed in one or
more counterparts. All of such counterparts shall constitute one and the same agreement and shall become effective when a copy
signed by each party has been delivered to the other party.



 


		23.	Headings: Section and other headings contained in this Agreement are for convenience
of reference only and shall not affect in any way the meaning or interpretation of this Agreement.



 




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		24.	Representation By Counsel; Interpretation: The Company and Employee each acknowledges
that each patty to this Agreement has been represented by counsel in connection with this Agreement and the matters contemplated
by this Agreement. Accordingly, any rule of law, or any legal decision that would require interpretation of any claimed ambiguities
in this Agreement against the party that drafted it has no application and is expressly waived. The provision of this Agreement
shall be interpreted in a reasonable manner to effect the intent of the parties.



 


		25.	Section 409A:



 


		a)	The Company and Employee intend that the payments and benefits provided for in this Agreement either
be exempt from Section 409A of the Internal Revenue Code, as amended (the “Code”), or be provided in a manner that
complies with Section 409A, and any ambiguity herein shall be interpreted so as to be consistent with the intent of this Section
25. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on Employee
by Section 409A or damages for failing to comply with Section 409A. Notwithstanding anything contained herein to the contrary,
all payments and benefits under Section 9 of this Agreement shall be paid or provided only at the time of a termination of Employee’s
employment that constitutes a “separation from service” from the Company within the meaning of Section 409A and the
regulations and guidance promulgated thereunder (determined after applying the presumptions set forth in Treas. Reg. Section 1.409A-1(h)(1)).
Further, if at the time of Employee’s termination of employment with the Company, Employee is a “specified employee”
as defined in Section 409A as determined by the Company in accordance with Section 409A, and the deferral of the commencement of
any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent
any accelerated or additional tax under Section 409A, then the Company will defer the commencement of the payment of any such payments
or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to Employee) until the date that
is at least six months following Employee’s termination of employment with the Company (or the earliest date permitted under
Section 409A of the Code) (the “Permitted Payment Date”). Thereafter, payments will commence and continue in accordance
with this Agreement until paid in full; provided that any payment that is delayed pursuant to the provisions of the immediately
preceding sentence shall instead be paid in a lump sum (subject to all applicable withholding) promptly following the Permitted
Payment Date.



 


		b)	Notwithstanding anything to the contrary in this Agreement, in-kind benefits and reimbursements
provided wider this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any
other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b)
of the Co4e, and are not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this
Agreement, reimbursement requests must be timely submitted by Employee and, if timely submitted, reimbursement payments shall be
promptly made to Employee following such submission, but in no event later than December 31 of the calendar year following the
calendar year in which the expense was incurred. In no event shall Employee be entitled to any reimbursement payments after December
31 of the calendar year following the calendar year in which the expense was incurred. This Section 25 shall only apply to in-kind
benefits and reimbursements that would result in taxable compensation income to Employee.



 




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


 


	 	THE COMPANY:
	 	 
	 	Focus Venture Partners, Inc.
	 	 
	 	/s/ Michael Palleschi
	 	By: Michael Palleschi
	 	Title: COO
	 	 
	 	EMPLOYEE:
	 	 
	 	/s/ John Wood
	 	John Wood


 




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