Exhibit
10.24


 


EMPLOYMENT
AGREEMENT





 


THIS
EMPLOYMENT AGREEMENT ("Agreement")
is made and
entered into as of
August 12, 2014 (the "Effective
Date"), by and
between UBL Interactive, a
Delaware Corporation (the "Company"),
and Paul Donlan, an
individual ("Executive"). The
Company and Executive are sometimes referred to herein as a
"party"
or
collectively as the "parties."


 


RECITALS


 


WHEREAS,
Executive is willing
to be employed
by the Company
and provide services to
the Company under
the terms and conditions stated
herein, as of August 12, 2014 (the “Start
Date”); and


 


WHEREAS,
the Company and
Executive now mutually
desire to enter
into this Agreement
as approved by the
Board.


 


NOW,
THEREFORE, in consideration
of the foregoing,
of the mutual
covenants and agreements herein
contained, and for
other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties, intending to
be legally bound, agree as
follows:


 


1.            Employment
 and Duties


 


1.1            Employment.
The Company hereby agrees to
employ Executive as
President, International & Global Partners and
Executive hereby accepts
such employment as of
the Start Date pursuant
to the terms, covenants and conditions set forth herein. Executive shall report directly
to the Chief Executive Officer ("CEO")
of the Company.


 


1.2            Duties.
Executive shall have
the overall responsibility
as the President, International
& Global Partners of the Company,
and shall perform
all duties and responsibilities
and have such powers which are commonly incident to the offices and positions
held by him, as well as any additional responsibilities and authority as may be from
time to time assigned or delegated to
him by the CEO and the Company’s Board of Directors (the “Board”).
Executive shall perform the duties assigned to him to the best of
his ability and in a manner satisfactory
to the Company.


 


1.3            Time
 and  Efforts. Executive will
devote his full
business time, efforts,
attention,  and energies
to the business of the Company
and to the performance of Executive's
duties hereunder during the Term (as defined below), and will not engage in any other
business, profession or occupation for compensation
or otherwise which would conflict or interfere
with the performance of such services, either directly or
indirectly, without the prior written consent of the Company; provided that,
nothing herein shall preclude Executive from (i) continuing
to serve on any board of directors or
trustees of any "not for profit" organization,
(ii) being involved in charitable activities, or (iii) managing his personal and family
passive investments; provided,  further that, in each case, and in the aggregate, such
activities shall not  materially conflict with or interfere with the performance of
Executive's duties hereunder or conflict with his duty of loyalty and/or fiduciary
duties owed to the Company.


 






    	



    	 



    

 


2.            Term


 


Unless
earlier terminated as
provided in Section
5, the Company
shall employ Executive
in the capacity set
forth herein for
a term commencing on the Start Date and
ending on December 31, 2015. Such period, as may be terminated earlier or extended, to be referred to herein as the "Term".


 


3.            Compensation


 


As
compensation for the
services to be
rendered by Executive
for and on
behalf of the Company
hereunder, Executive shall
be entitled to the following:


 


3.1            Base
Salary.
Executive shall receive an
annual base salary
of $165,000, with potential for a 7.5% increase every 12 months commencing
January 1, 2015, subject to certain performance milestones to be established by the Board with such increase to be in the Board’s
sole discretion.Salary payments shall
be subject to
all applicable federal and state
withholding, payroll, and
other taxes, and all applicable deductions for benefits
as may be required by law or Executive's
authorization.


 


3.2            Bonus.
In addition to
Base Salary, Executive
shall be eligible
to receive one
or more cash bonuses of a $25,000
 or an amount to be
determined by the Board, (for a 6 month period) in its sole discretion
based on performance criteria to be determined by the Board, which shall be
based upon the Executives individual performance as well as the Company’s overall performance during the Term.
Any such bonus or bonuses shall be subject to all applicable federal and state
withholding, payroll and other taxes, and
all applicable deductions for benefits as may be required by law.


 


3.3            Equity
 Compensation.Executive may,
as determined by the
Board in its discretion,
receive grants of
stock options, restricted
stock or other
equity-related awards from the
Company's various equity compensation plans, subject
to the terms and conditions thereof. Notwithstanding the foregoing, Executive shall
receive, subject to (i) Board approval, and (ii) compliance with the Company’s equity incentive plan (the “Plan”),
the following equity compensation pursuant to the Plan:


 


●            Options
to purchase 250,000 shares of the Company’s common stock upon execution of this Agreement;


●            Options
to purchase 250,000 shares of the Company’s common stock at December 31, 2014;


●            Options
to purchase 250,000 shares of the Company’s common stock at June 30, 2015; and


●            Options
to purchase 250,000 shares of the Company’s common stock at December 31, 2015;


 


3.4            Compensation
Committee. Any bonus
and any equity
consideration to be
provided to Executive shall
be reviewed and
determined by the Company’s Compensation Committee (the “Committee”)
for purposes of compliance with the requirements of Section 162(m)
of the Internal Revenue Code of 1986,
as amended (the
"Code").


 


3.5            Expenses.
The Company shall
reimburse Executive for
all reasonable business expenses
incurred by Executive
in the performance
of his duties,
provided that Executive provides
adequate documentation required by law and by the policies and procedures of
the Company, as adopted and amended from time to time, provided that in
no event shall Executive submit any required documentation later than sixty
(60) days after the end of the calendar year in which such expense was incurred. Any
such reimbursement shall be made as soon as
reasonably practicable.


 






    	-2-



    	 



    




 


3.6            Vacation.
Executive shall be
entitled to accrue
Four (4) weeks of
paid vacation each
year pursuant to
the terms and provisions of the Company's vacation
leave policies as in effect from time to time. 


 


3.7            Benefits.Executive
shall be entitled
to participate in
and receive all
benefits made available by
the Company to
its executive officers, subject
to and on a consistent basis with the terms, conditions and overall
administration of such plans and arrangements.


 


4.            Confidential
Information; Non-Compete; Non-Solicitation


 


4.1            Confidential
 Information.Executive acknowledges
that, during the
course of his employment,
he will have
access to and
will receive information
which constitutes trade
secrets, is of
a confidential nature, is of significant value
to the Company and/or is
a foundation on which the business of the
Company is predicated. With respect to all
such Confidential Information (as defined
hereafter), Executive agrees, during the Term and
thereafter, not to disclose such
Confidential Information to any person
other than an employee, counsel,
or advisor of the Company or a person
to whom disclosure
is reasonably necessary or appropriate in connection with the performance by
Executive of his duties hereunder nor to use such Confidential Information for any
purpose other than
the performance of
his duties hereunder. For purposes of this Agreement, the term "Confidential
Information" includes
all data or material (regardless of form) with respect to the Company or any of its
assets, prospects, business activities, officers, directors, employees,
borrowers, or clients which is: (a)
a trade secret, as defined
by the Uniform Trade Secrets Act;
(b) provided, disclosed, or delivered to Executive by the Company, any
officer, director, employee, agent, attorney, accountant, consultant, or other person or entity
employed by the Company
in any capacity, any
client, borrower, advisor, or business
associate of the Company, or any public authority
having jurisdiction over the Company or any
business activity conducted by the Company; or (c) produced, developed,
obtained or prepared by or on behalf of
Executive or the Company (whether or not
such information was
developed in the performance of this
Agreement). Notwithstanding the foregoing, the term "Confidential
Information" shall not include any information, data, or material which, at the time
of disclosure or use, was generally available to the public other than by a
breach of this Agreement, was available
to the party to whom disclosed on a non-confidential
basis by disclosure or access provided by the Company or a third party without
breaching any obligations of the Company
or such third party, or was otherwise
developed or obtained legally and independently by the person to whom disclosed
without a breach of this Agreement. This
Section 4.1 shall not preclude Executive
from disclosing Confidential Information if compelled
to do so by law or valid legal process, provided
that if Executive believes Executive is
so compelled by law or valid legal
process, Executive will notify the Company in writing sufficiently in advance of any
such disclosure to allow
the Company the opportunity to
defend, limit, or otherwise protect
its interests against such disclosure unless
such notice is prohibited by
law. The rights and obligations
of the parties under this paragraph shall
survive the expiration or termination of this Agreement for any reason. 


 



    	-3-



    	 



    







 


4.2            Non-Competition.
As part of
the consideration for
the compensation and
benefits to be paid
to Executive hereunder,
and in order to protect
the Confidential Information, business goodwill, and business opportunities of the
Company, Executive agrees that, during the
Term and for a period of
one (1) year after the termination of Executive's employment
and this Agreement, he will not, directly or indirectly, engage
in or become interested financially in, as a principal, employee, partner,
contractor, shareholder, agent, manager, owner,
advisor, lender, guarantor, officer, or director,
any business (other than the
Company) that is engaged
in an industry related to the Company’s industry and/or
related products; provided, however, that Executive shall be entitled to
continue to invest in stocks, bonds,
or other securities in any such business
(without otherwise participating in such business) if: (a) such stocks, bonds, or other
securities are listed on any United States securities exchange or are
publicly traded in an over the counter
market; and such investment does not exceed, in
the case of any capital stock of
any one issuer, five percent of the issued and
outstanding capital stock, or in the
case of bonds or other securities,
five percent of the aggregate principal amount
thereof issued and outstanding; or (b) such investment is
completely passive and no control or
influence over the management
or policies of such business is exercised.


 


4.3            Non-Solicitation.Executive
agrees that he
will not, at
any time during
the Term, or
at any time within
two( 2) years after the
termination of his employment,
for his own account
or benefit or for the account or
benefit of any other person, firm or entity, directly
or indirectly, solicit for employment any employee of the Company (or
any person who was an employee
of the Company in the 90-day period before such solicitation) or induce
any employee of the Company (or any
person who was an employee
of the Company in the 90-day period
before such inducement) to terminate his employment with the
Company. Notwithstanding the above, the
restrictions relating to persons employed in the
90-day period referenced in the parentheticals
in the immediately preceding sentence shall not
apply to a person who was
a party to an employment agreement with
the Company and who terminates his employment
for Good Reason or is terminated
by the Company without Cause. The rights and obligations
of the parties under this
Section 4.3 shall survive the expiration
or termination of this Agreement for any reason.


 


4.4            Proprietary
Matters. Executive expressly agrees
that any and
all improvements, inventions, discoveries,
processes, or know-how
that are generated
or conceived by
Executive during the Term, whether conceived during Executive's regular
working hours or otherwise, will be the sole and exclusive property of the
Company. Whenever requested by the Company (either during the Term or thereafter), Executive
will assign or execute any and all applications,
assignments and/or other documents, and do all things
which the Company reasonably deems necessary or appropriate, in order to permit
the Company to: (a) assign and convey, or otherwise make available to
the Company, the sole and exclusive right,
title, and interest in and
to said improvements, inventions,
discoveries, processes or know-how; or (b) apply for, obtain,
maintain, enforce and defend
patents, copyrights, trade names, or trademarks of the United States or of foreign
countries for said improvements, inventions, discoveries, processes,
or know-how. However, the improvements, inventions, discoveries, processes, or know-how
generated or conceived by Executive and
referred to in this Section 4.4 (except those
which may be included in the patents, copyrights, or registered trade names or trademarks
of the Company) will not be exclusive property of the Company at any time after having
been disclosed or revealed or have
otherwise become available to the public
or to a third party on a
non-confidential basis other than by a
breach of this Agreement, or after they
have been independently developed or discussed without
a breach of this Agreement by a third
party who has no obligation to the
Company.





 






    	-4-



    	 



    




 


The
 rights  and 
obligations  of  the 
parties  under  this 
Section  4.4  shall 
survive  the  expiration 
or termination of this Agreement
for any reason.


 


4.5            Injunctive
Relief. Executive acknowledges
and agrees that
any violation of
Sections 4.1, 4.2,
4.3 or 4.4
of this Agreement would result in irreparable
harm to the Company and, therefore, agrees
that, in the event of an actual, suspected, or threatened breach of
Sections 4.1, 4.2, 4.3 or 4.4 of
this Agreement, the Company shall be entitled to an
injunction restraining Executive from committing or continuing such actual, suspected
or threatened breach. The parties
acknowledge and agree that the right to such injunctive
relief shall be cumulative and shall not
be in lieu of, or be construed as a waiver
of the Company's right to pursue, any
other remedies to which it may be entitled
in law or in equity. The
parties agree that
for purposes of Sections
4.1, 4.2, 4.3 and 4.4
of this Agreement, the term "Company"
shall include the
Company and its affiliates.


 


5.            Termination


 


Executive's
employment by the Company
and this Agreement
may be terminated
before the expiration of
the Term, without
breach of this
Agreement, in accordance with the provisions
set forth below:


 


5.1            Termination
by the Company for Cause. The Company may
terminate Executive's employment and
this Agreement for
Cause (as defined
below), but only
after: (i) giving Executive written
notice of the failure or conduct which the Company believes to constitute Cause; and (ii) with respect
to elements (a) through (g) below,
providing Executive a reasonable opportunity, and in no event
more than twenty (20) days, to cure such failure or conduct, unless the Board
determines in its good faith judgment that such failure
or conduct is not reasonably capable of being cured.
In the event Executive does not cure the alleged failure or conduct within the
time frame provided for such cure by the
Company, the Company shall send him written notice
specifying the effective date of termination. The failure
by the Company
to set forth in the notice referenced in
this Section 5.1 any fact or circumstance which contributes
to a showing of Cause shall
not waive any right
of the Company to assert, or preclude the
Company from asserting, such fact
or circumstance in enforcing its rights hereunder. For purposes of this Agreement,
the term "Cause" means:


 


(a)           conviction
of a felony or a crime involving fraud or moral turpitude; or


 


(b)           theft,
material act of dishonesty or fraud, intentional falsification of any employment or Corporation records, or commission of any
criminal act which impairs participant’s ability to perform appropriate employment duties for the Corporation; or


 


(c)           intentional
or reckless conduct or gross negligence materially harmful to the Corporation, including violation of a non-competition or confidentiality
agreement; or


 


(d)           willful
failure to follow lawful instructions of the person or body to which participant reports; or


 


(e)           gross
negligence or willful misconduct in the performance Executive’s assigned duties; or


 


(f)            breach
of a material provision of this Agreement; or  








 



    	-5-



    	 



    




 


(g)           gross
negligence or willful misconduct in the performance of the Executive’s assigned duties.  


 


If
the Company terminates
Executive's employment for
Cause, then Executive shall
be entitled to receive
the payments and
benefits set forth
in Section 6.1 below.


 


The
Company may suspend
Executive with pay
pending an investigation
authorized by the
Company or a governmental
authority or a
determination whether Executive has
engaged in acts or omissions constituting Cause, and such
paid suspension shall not constitute Good Reason or a
termination of Executive’s employment.


 


5.2           Termination
by the Company
Without Cause.
The Company may
terminate the employment
of Executive and
this Agreement at any
time during the Term of
this Agreement without Cause by giving Executive written notice of such termination,
to be effective thirty (30) days following the giving
of such written notice, in which case Executive
shall receive the compensation, severance, and
benefit continuation required by Section
6.3 below.


 


5.3           Termination
by the Company Due to
Inability to Perform
or Death. Executive's employment and
this Agreement may
be terminated by
the Company as follows:


 


(a)           To
the extent permitted
by law, upon
thirty (30) days'
notice to Executive
in the event of
Executive's Inability to
Perform. For this purpose, the term
"Inability to Perform" means
and shall be
deemed to have occurred if
Executive has been determined under
the Company's long term disability plan to be
eligible for long-term disability benefits or, in the event
the Company does not maintain such
a plan or in the absence
of Executive's participation in or application for benefits under such a plan, such term
shall mean the inability of Executive, despite any reasonable accommodation
required by law, due to bodily injury or disease or any other physical or mental incapacity,
to perform the services required hereunder for
a period of ninety (90) consecutive
days; or


 


(b)           Immediately
upon the death
of Executive.


 


5.4           Termination
by Executive for Good Reason. Executive may
terminate his employment
and this Agreement
at .any
time for Good
Reason (as defined
below). A termination of employment
and this Agreement  by Executive for Good  Reason
shall entitle Executive to payments and other benefits as specified in
Section 6.3. For purposes of this Agreement, the term "Good
Reason" means, subject to the notice and cure provisions herein, any of
the following actions if taken without Executive's prior written
consent: (a) the material reduction of the Executive’s authority, duties and responsibilities, or the assignment
to the Executive of duties materially and adversely inconsistent with the Executive’s position or positions with the Company;
(b) the failure by the Company to continue to provide the Executive with benefits substantially similar to those enjoyed by the
Executive prior to such failure;  or (c) any
other action or inaction that constitutes
a material breach by the Company of this
Agreement. To exercise the option to terminate employment for Good Reason, Executive must provide written notice to the Company
of Executive's belief that Good Reason exists within
sixty (60) days of the initial existence of
the Good Reason condition, and that notice shall  describe in
reasonable detail the condition(s) believed to constitute Good
Reason. The Company then shall have thirty (30) days to remedy the Good Reason
condition(s). If not remedied within that 30-day period
or if the
Company notifies Executive that it does not intend to cure
such condition(s) before the end of that 30-day period, Executive
may submit a notice  of termination to the Company; provided, however, that
the notice of termination invoking Executive's option to terminate
employment for Good Reason must be given no later than one
hundred (100) days after the date
the Good Reason condition first arose; otherwise, Executive shall be deemed to have
accepted the condition(s), or the Company's correction of such
condition(s),  that may have given rise to the existence of Good
Reason.


 






    	-6-



    	 



    




 


5.5           Termination
by Executive Without Good Reason. Executive may also
terminate his employment and
this Agreement without
Good Reason by
providing at least
ninety (90) days'
written notice of such
termination to the Company. In the event of a
termination pursuant to this Section 5.5, Executive shall be entitled to payments
and other benefits as specified in Section 6.1 below. At the Company's option, the Company may accelerate the date of Executive's
termination of employment by paying to Executive the Base Salary and value of the benefits that Executive would have received
during the period by which the date of termination is so accelerated and such acceleration shall not change the characterization
of the termination by Executive as a termination without Good Reason .


 


5.6           Return
of Confidential Information
and Company Property. 
Upon termination of Executive's  employment
 for  any 
reason,  Executive  shall 
immediately  return  all 
Confidential Information and other Company
property to the Company.


 


6.           Effect
of Termination


 


6.1           Termination
by the Company
for Cause or
Termination by Executive Without
 Good Reason.
In the event
Executive's employment and
this Agreement are terminated pursuant
to Sections


5.2
or 5.5 above:


 


(a)           The
Company shall pay
to Executive, or
his representatives, on
the date of termination
of employment only
that portion of the Base Salary
provided in Section 3.1 that has been
accrued through the date of
termination, any accrued but unpaid vacation pay provided in
Section 3.6, any accrued benefits provided in Section 3.7, and any expense
reimbursements due and owing to Executive as of the date
of termination; and


 


(b)           Executive
shall not be
entitled to: (i)
any other salary
or compensation; (ii)
any bonus pursuant to
Section 3.2; (iii) any equity
consideration pursuant to Section 3.3; nor (iv) any benefits pursuant
to Section 3.7; and


 


6.2           Termination
by the Company
Due to Executive’s Inability
to Perform or
Death. In the
event Executive's employment
and this Agreement are terminated
pursuant to Section 5.3 above, the Company shall
pay to Executive, or his representatives, all of the following:


 


(a)           The
payments, if any,
referred to in
Section 6.1(a)
above as of
the date of
termination; and


 


(b)           Subject
to compliance with
Section 409A of
the Code, a
bonus for such
year as may
be determined by
the Board in its sole discretion. This
amount shall be paid in
the form of a lump sum, less applicable
statutory deductions and withholdings, as soon as practicable
after the date of termination, but no later than
3 months; and


 






    	-7-



    	 



    




 


(c)           For
a termination due
to Inability to
Perform only, and
provided that Executive or
his representative signs
a Release (as
defined in Section 17), then the
Company shall pay Executive a severance
equal  to six (6) months  of Executive's
Base Salary at the time of termination. This severance
amount shall be paid to
Executive in equal regular installments
over the six (6) month period pursuant
to the Company's regular payroll periods, less
applicable statutory deductions and tax withholdings. The first installment shall be paid
to Executive on the first payroll period after
the date of termination and after the effective
date of the Release; and


 


6.3           Termination
by the Company
Without Cause or
by Executive for
Good  Reason .In the event
Executive's employment is 
terminated pursuant to Sections 5.2 or 5.4
above during the Protection Period, the Company shall pay Executive on
the date of termination the 
payments referred to in Section  6.l (a) 
above, and  provided that Executive signs
a Release (as defined in
Section 17), Executive shall also receive all
of the following:


 


(a)           Subject
to compliance with
Section 409A of
the Code, a severance
package equal to
one year of Executive's Base
Salary immediately prior to
such termination or resignation. This severance amount shall be paid
to Executive in equal regular installments
over a 12-month period pursuant to the
Company's regular payroll periods, less applicable statutory deductions and tax withholdings.
The first installment shall
be paid to Executive on the first payroll period after the date of te1mination
and after the effective
date of the Release ;
and


 


(b)           Subject
to compliance with
Section 409A of
the Code, a
bonus for such
year as may
be determined by
the Board in its
sole discretion. This amount shall be paid
in the form of a lump
sum, less applicable
statutory deductions and withholdings,
as soon as practicable after the date of termination, but no later than March
15 of the year immediately following the year in which the date of termination occurs;
and


 


(c)           Unless
otherwise provided in
the equity award
agreement or the Plan, all stock options
and other incentive
awards held by
Executive will become fully vested
and immediately exercisable and
all restrictions on any restricted
stock held by Executive will be removed;
provided, however, Executive
shall not be released from the black-out periods for the next financial quarter following the date of termination or Exchange
Act, trading obligations typically required for an executive in this
position.


 


7.           Successors
and Assigns


 


This
Agreement is personal
in nature,
and neither
this Agreement nor
any part of
any obligation herein shall be assignable by Executive. The Company shall be
entitled to assign this Agreement to any affiliate
of the Company or any person or entity that assumes the ownership and control of the business of
the Company. This Agreement shall inure
to the benefit of and shall be binding upon
the parties and their successors
and assigns.


 


8.           Severability


 


Should
any term, provision,
covenant or condition
of this Agreement
be held to be
void or invalid, the
same shall not
affect any other term, provision, covenant
or condition of this Agreement, but such remainder shall continue in
full force and effect as though each such voided
term, provision, covenant, or condition is not contained herein.


 






    	-8-



    	 



    




 


9.           Governing
Law and Venue


 


This
Agreement shall be
governed by and
construed in accordance
with the laws
of the State
of North Carolina, excluding its
choice-of-law principles. Subject to Sections
4.5 and 10, and without in any way limiting the applicability
of binding arbitration, each of
the parties submits to the exclusive jurisdiction
of any state or federal court
sitting in Charlotte, North Carolina in
any action or proceeding arising out of or relating to this
Agreement and further agrees that all claims in respect of the action
or proceeding may be heard and determined
in any such court to
the extent that any
court proceeding is necessary in
connection with Sections 4.5 and 10, and further agrees not
to bring any action or proceeding arising out of
or relating to this Agreement in any other
court. Each of the parties agrees that
a final judgment in any
action or proceeding so brought shall be conclusive and may be
enforced by suit on the judgment or in any other manner so provided by law.


 





10.          Section
Headings


 


The
section headings herein
are inserted only
as a matter
of convenience and
reference and in no
way define, limit or describe the scope
of this Agreement or the intent of any provisions hereof.


 


11.         Compliance
with Section 409A
of the Code


 


Notwithstanding
anything herein to
the contrary,
(a) if at
the time of
Executive's termination of
employment with the
Company Executive is
a "specified employee"
as such term is defined in Section 409A
of the Code and the regulations thereunder, 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 of the Code,
then the Company will defer the commencement
of the payment of
any such payments or benefits hereunder (without any
reduction in such payments or benefits
ultimately paid or provided to Executive) until the
date that is
six (6) months following Executive's termination of
employment with the Company (or the
earliest date as is permitted under Section 409A
of the Code) and (b) if any other payments
of money or other benefits due to Executive hereunder
could cause the application of an
accelerated or additional tax under Section 409A of the
Code, such payments or other benefits
shall be deferred if deferral will make such payment or other benefits compliant under
Section 409A of the Code, or otherwise such payment or other benefits shall
be restructured, to the extent possible, in a manner, determined by the Board, that does not cause such an accelerated
or additional tax. In the event that payments
under this Agreement are deferred pursuant to this Section 12 in order
to prevent any accelerated tax
or additional tax under Section 409A of the
Code, then such payments shall be paid at the time specified under this Section 12
without any interest thereon. The Company shall consult with Executive in good faith
regarding the implementation of this Section
12; provided that neither the Company
nor any of its employees or representatives
shall have any liability to Executive
with respect thereto. Notwithstanding anything to the contrary herein, a termination
of employment shall not be deemed to have
occurred for purposes of any provision of this Agreement providing for the payment of amounts or
benefits upon or following a termination of employment unless such termination
is also a "Separation from Service" as
such term is defined in Section 409A of
the Code and the regulations
and guidance promulgated thereunder and, for purposes of any such provision of this Agreement, references
to a "resignation," "termination," "termination of
employment," or like terms shall mean Separation from Service. For purposes of
Section 409A of the Code, each payment made under this Agreement shall be designated
as a "separate payment" within
the meaning of the Section 409A of the Code.
Notwithstanding anything to the
contrary herein, except to the extent
 any expense, reimbursement or in-kind benefit provided pursuant to this Agreement
does not constitute a "deferral of compensation"
within the meaning of Section 409A of the Code: (x) the
amount of expenses eligible for
reimbursement or in-kind benefits provided to Executive during any calendar year wiII not affect the amount of expenses
eligible for reimbursement or in-kind benefits provided to Executive in any other calendar
year, (y) the reimbursements for expenses for
which Executive is entitled to be reimbursed shall
be made on or before the last day
of the calendar year following the calendar year in which the applicable expense is
incurred, and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be
liquidated or exchanged for any other benefit.


 






    	-9-



    	 



    




 


12.          Entire
Agreement


 


This
Agreement contains the
entire agreement of
the parties relating to
the  subject  matter hereof,
and this Agreement
supersedes and replaces in
all respects all written and verbal communication between the Parties with respect to any employment, compensation, bonus
or other terms. Further, the parties hereto have made
no agreements, representations, or warranties 
relating to  the  subject matter
of this Agreement that are not set forth otherwise
herein. In this regard, each of the
parties represents and warrants
to the other party that such party is not
relying on any promises or representations that do not appear in writing herein.
Each of the parties further agrees and
understands that this Agreement
can be amended or modified only by a written
agreement signed by all parties.


 


13.          Notice


 


All
notices required or
permitted under this
Agreement shall be
in writing and
shall be deemed effective:
(a) upon delivery, if delivered
in person; (b) upon delivery to Federal Express 
or other similar courier service, marked for next day
delivery, addressed
as set forth below; (c)
upon deposit in United States Mail if
sent by registered or certified mail, return receipt requested, addressed as
set forth below; or (d) upon being sent
by facsimile transmission, provided an
original is mailed the same day by registered or
certified mail, return receipt requested:


 





	 	If
    to the
    Company:	UBL Interactive, Inc.
	 	 	Attn: Chief Executive
    Officer
	 	 	6701 Carmel Road, Suite 202
	 	 	Charlotte, North Carolina 28226
	 	 	 
	 	If to
    Executive:	Paul Donlan
	 	 	__________________
	 	 	__________________






 


14.          Attorneys'
 Fees


 


In
the event that
any party shall
bring an action
or proceeding in
connection with the performance,
breach or interpretation of this Agreement,
then the prevailing party in any such action or proceeding, as determined
by the arbitrator, court, or other body having jurisdiction, shall be entitled
to recover from the losing party all reasonable
costs and expenses of such action
or proceeding, including reasonable attorneys' fees, court costs, costs of investigation, expert witness fees, and other costs
reasonably related to such action or proceeding.


 






    	-10-



    	 



    




 


15.          Assistance
 with Claims


 


Executive
agrees that, for
the period beginning
on the Start Date, and
continuing for a reasonable
period after the
termination or expiration of
this Agreement for any reason,
Executive will assist the Company in the defense of any claims
that may be made against the Company
and will assist the Company in the prosecution of any claims that may be made by the
Company, to the extent such claims may relate to services
performed by Executive for the Company.
Executive agrees to promptly inform the Company if
Executive becomes aware of any lawsuits or
potential claims that may be filed
against the Company. For all assistance
occurring after termination of
Executive's employment by the Company, the Company agrees to provide reasonable compensation
to Executive for such assistance. Executive also agrees to
promptly inform the Company if asked to
assist in any investigation of the Company (or its actions) that may relate to services performed by Executive for the Company,
regardless of whether a lawsuit has been filed against the
Company with respect to such investigation.


 


16.          Release
 of Claims


 


Executive
shall not be
entitled to receive
the severance pay
and benefits under
Sections 6.2, 6.3, and
6.4, as applicable,
unless (a) Executive
executes and returns to the Company
a Release (as defined below) on or before the 50th day following the date of termination or such shorter time as may be prescribed
in the Release, (b) such Release shall not have been timely revoked
by Executive, and (c) the date of termination
constitutes a Separation from Service,
and provided further, however, that
if Executive violates his continuing obligations under Sections 4.1 , 4.2, 4.3, or 4.4, Executive shall not be entitled
to receive such severance pay or benefits and Executive shall immediately repay to the Company upon
written demand any severance pay or benefits that
already have been paid to Executive.
For purposes of this Agreement, the term "Release" means a waiver
and release of claims by Executive in the form prescribed by the Company, which form
may include, without limitation, an agreement by Executive
not to disparage the Company, its affiliates, and other related persons or entities, but which form
shall not include a release and waiver of claims for (i) indemnification or
for coverage under officer and director liability policies, if applicable, (ii) claims
with respect to the reimbursement of business expenses or with
respect to benefits which are in
each case to continue in effect after termination
or expiration of this Agreement in accordance
with the terms of this Agreement, (iii)
claims he may have as a holder of options to acquire equity securities of the Company (which shall
be governed by the
documents by which Executive was granted
such options) and (iv) claims he may have as a stockholder of the Company.


 


17.          Dodd-Frank
Act and Other
Applicable Legal Requirements


 


Executive
agrees (i) to
abide by any
compensation recovery, recoupment,
anti-hedging, or other
policy applicable to
executives of the
Company and its affiliates, as may
be in effect from time
to time, as approved by the Board or a duly
authorized committee thereof or as required by the Dodd-Frank Wall Street Reform and Consumer
Protection Act of 2010 (the
"Dodd-Frank Act") or other
applicable law, and (ii) that the terms and
conditions of this Agreement shall be deemed
automatically amended as may be
necessary from time to
time to ensure compliance by Executive
and this Agreement with such policies,
the Dodd-Frank Act, or other applicable
law.


 


18.          Counterparts


 


This
Agreement  may  be 
executed  in  any 
number  of  counterparts, 
each  of which  shall 
be deemed to be
an original, but all of which together shall constitute but one and the
same instrument.





 



    	-11-



    	 



    







 


EXECUTIVE
HAS BEEN ADVISED
THAT HE
SHOULD SEEK INDEPEN
DENT REVIEW AND
ADVICE FROM LEGAL
COUNSEL AND TAX
ADVISORS AS TO THE SCOPE AND POTENTIAL TAXES
WH ICH COULD ARISE FROM THE AGREEMENT.


 


(Signature
Page Follows)


 






    	-12-



    	 



    







 


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





 





	 	UBL Interactive, Inc.
	 	 	 
	 	By:	/s/ Doyal Bryant
	 	 	Name: Doyal Bryant
	 	 	Title: CEO
	 	 	 
	 	Executive
	 	 	 
	 	By:	/s/ Paul Donlan
	 	 	Name: Paul Donlan



 


 


-13-