Exhibit 10.1


EMPLOYMENT
AGREEMENT


This
EMPLOYMENT AGREEMENT (this “Agreement”), is entered into on this 22nd day of November, 2014, effective
as of the 1st day of December, 2014 (“Effective Date”), by and between Ken H. Adams (the “Executive”),
and Latitude 360, Inc., a Nevada corporation (the “Company”).


R
E C I T A L S :


WHEREAS,
the Company is a holding company with numerous subsidiaries engaged in the business of developing restaurant and entertainment
centers, which is a facility with the following components: arcade, bowling, live theater, and cinema, among others (“Restaurants”),
in various locations and engages in other activities in connection with the foregoing (the “Business”).


WHEREAS,
the Company is desirous of employing the Executive and the Executive desires to be employed by the Company upon the terms and
provisions, and subject to the conditions, set forth in this Agreement.


NOW,
THEREFORE, in consideration of the mutual covenants and agreements of the parties contained herein, and other good and
valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


1.                 
Employment; Term.


 


(a)               
Employment. The Company shall employ the Executive, and the Executive shall accept employment by the Company, upon the
terms and provisions, and subject to the conditions, of this Agreement.


 


(b)              
Term. The term of the Executive’s employment hereunder shall commence on the Effective Date and shall terminate on
the twelve (12) month anniversary thereof (the “Employment Term”), unless terminated earlier by either
Party in accordance with the termination provisions of this Agreement. This Agreement shall be automatically renewed for an additional
twelve (12) month period following the initial Employment Term, unless either party provides written notice to the other party
not less than fifteen (15) days prior to the end of the then-existing Employment Term, that such party does not desire the Employment
Term to automatically renew, in which event this Agreement shall terminate as of the last day of the then-existing Employment
Term.


 


2.                 
Position and Duties.


 


(a)               
Position. The Company shall employ the Executive, and the Executive shall initially serve, as the Company’s Chief
Financial Officer. The Executive will perform all services and acts reasonably necessary to fulfill the duties and responsibilities
of his position and will render such services on the terms set forth herein and will report to the Company’s Board of Directors
(the “Board”) and Chief Executive Officer. In addition, the Executive will have such other executive and managerial
powers and duties with respect to the Company as may reasonably be assigned to him by the Board and the Chief Executive Officer,
to the extent consistent with his position and status as set forth above.


 


(b)              
Duties; Other Organizations. During the Employment Term, the Executive agrees to devote his time and efforts on behalf
of the Company as requested by the Board, the Chief Executive Officer and required to competently, diligently and effectively
discharge all of his duties hereunder. Except as set forth in Exhibit A hereto, during the Employment Term, the Executive
will not engage in any other employment or business activity or hold any office or position in other companies or organizations
that interferes with his obligations under this Agreement, except the Executive shall not be prohibited in any way from participating
in such educational, welfare, social, religious, charitable, civic, company board positions or other nonemployment organizations
or activities as do not interfere with the employment hereunder and which do not violate any of provisions of this Agreement.
The Executive further agrees to comply fully with all reasonable company policies as are from time to time in effect during the
Employment Term.


 


(c)               
Investments. Nothing in this Agreement shall prohibit the Executive from making any investments in the securities of any
entity or business enterprise; provided, however, that during the Employment Term, the Executive shall not make
any investments (other than “passive investments” as defined below) in the securities of any entity or business enterprise
which engages in a business that competes directly with the Business. An investment shall be considered a “passive investment”
to the extent that such securities (i) are actively traded on a United States national securities exchange, on any of the NASDAQ
markets, on the OTC Bulletin Board, or on any foreign securities exchange, or owned through an investment in a mutual fund or
targeted fund, and (ii) represent, at the time such investment is made, less than five percent (5%) of the aggregate voting power
of such entity or business enterprise.


 


(d)              
Adherence to Inside Information Policies. The Executive acknowledges that the Company and its subsidiaries are currently
privately-held companies, but that the Company may seek registration with the U.S. Securities and Exchange Commission and/or may
become publicly-held and, as a result, has or will implement the inside information policies designed to preclude its executives
and those of its subsidiaries from violating the federal securities laws by trading on material, non-public information or passing
such information on to others in breach of any duty owed to the Company, and its subsidiaries/affiliates. The Executive agrees
to abide the Company’s inside information policies and execute all agreements that may be distributed by the Company to
its employees with respect to such policies.


 


3.                 
Compensation.


 


(a)               
Base Salary.


 


(i)                
Salary. For the services rendered by the Executive during the Employment Term, the Company shall pay to the Executive an
annual salary in the amount of Two Hundred Thousand U.S. dollars (US$200,000.00) (the “Base Salary”).


 


 


(ii)              
Adjustment; Timing of Payments. The Board, in its discretion, may adjust the Base Salary from time to time but, in no event
will the Base Salary be less than US$200,000. The Board shall review the Base Salary once the next three Latitude venues are open
and fully operational in order to consider an increase in the Base Salary that may be commensurate with the size of the Company’s
business at that time and the Executive’s responsibilities in connection therewith. The Base Salary shall be payable in
semi-monthly installments during the Employment Term in accordance with the Company’s normal payroll procedures; provided,
however, that such payments shall be subject to any tax or other withholdings as provided in Section 3(c) hereof.


 


(iii)            
Stock Options. Two Hundred Fifty Thousand (250,000) Stock Options, 50% of which will vest at signing of this Agreement
and the remaining 50% will vest at the 6 month anniversary of the signing of this Agreement provided the executive is still employed
by the Company.


 


(b)              
Expenses. In addition to any compensation set forth above, the Company shall reimburse the Executive for all reasonable
expenses incurred in connection with the performance of the Executive’s duties under this Agreement, provided that the Executive
properly provides written accounting of such expenses to the Company in accordance with company policy then in effect from time
to time, if any. The Executive shall submit any request for reimbursement, at minimum, on a monthly basis within fifteen (15)
calendar days after the end of the month in which such expense was incurred. Any single expense in excess of Five Hundred U.S.
dollars (US$500) must be pre-approved by the Company in advance, and such approval shall not be unreasonably withheld. Any expenses
submitted for reimbursement that have not been pre-approved by the Company shall be reimbursed at the sole discretion of the Company.
All reimbursements or advances shall be made in accordance with the policies and procedures of the Company in effect at that time.
The Company will provide Executive with a Company Visa or Mastercard to be used for all travel expenses incurred by Executive.


 


(c)               
Withholding or Deduction for Taxes. The Company shall have the right to deduct from any cash payment under this Agreement
any federal, state, local or foreign taxes that the Company determines to be required by law to be withheld with respect to such
payment and any other amounts generally withheld from compensation paid to salaried executives of the Company.


 


4.                 
Benefits; Indemnification and D&O Insurance.


 


(a)               
Certain Benefits. During the Employment Term, the Executive may (subject to applicable eligibility requirements) participate
in such insurance, health and medical benefits as are generally made available to the employees of the Company pursuant to such
plans as are from time to time maintained by the Company. The Executive acknowledges that his participation in any benefit plan
may require the Executive’s co-payment of a periodic premium as a deduction from his salary.


 


(b)              
Vacation. During each full year of the Employment Term, the Executive shall be entitled to four (4) weeks of paid vacation.
The Executive shall take vacation at such time or times as the Executive desires based upon the then current business needs and
activities of the Company.


 


(c)               
Other Benefits. During the Employment Term, the Executive shall be entitled to receive such other benefits as may be provided
to other similarly-situated employees of the Company.


 


5.                 
Covenant Not to Solicit.


 


(a)               
No Solicitation. The Executive shall not, during the Employment Term and the twelve (12 ) month period following the Employment
Term (the “Restriction Period”) directly or indirectly, solicit, entice, persuade, induce or cause any employee,
officer, manager, director, consultant, agent or independent contractor of the Company to terminate his, her or its employment,
consultancy or other engagement by the Company to become employed by or engaged by any individual, entity, corporation, partnership,
association, or other organization (collectively, “Person”) other than the Company, or approach any such employee,
officer, manager, director, consultant, agent or independent contractor for any of the foregoing purposes, or authorize or assist
in the taking of any of such actions by any Person.


 


(b)              
Prohibited Actions. The Executive shall not, during the Restriction Period, directly or indirectly, solicit, entice, persuade,
induce or cause:


 


(i)                
any Person who either was a customer of the Company at any time during the Employment Term or is a customer of the Company at
any time during the Restriction Period; or


 


(ii)              
any lessee, vendor or supplier to, or any other Person who had or has a business relationship with, the Company at any time during
the Employment Term or the Restriction Period;


 


(the
Persons referred to in items (i) and (ii) above, collectively, the “Prohibited Persons”) to enter into a business
relationship with any other Person for the same or similar services, activities or goods that any such Prohibited Person purchased
from, was engaged in with or provided to, the Company, without the prior approval of the Company, or to reduce or terminate such
Prohibited Person’s business relationship with the Company; and the Executive shall not, directly or indirectly, approach
any such Prohibited Person for any such purpose, or authorize or assist in the taking of any of such actions by any Person.


 


(c)               
Terms. For purposes of this Section 5, the terms “employee”, “consultant”, “agent”,
and “independent contractor” shall include any Persons with such status at any time during the six (6) months preceding
any solicitation in question.


 


6.                 
Non-Competition. Except as otherwise provided in this Agreement, during the Employment Term and the Restriction Period,
the Executive shall not, anywhere within the Restricted Territory, as hereinafter defined, directly or indirectly, alone
or in association with any other Person, directly or indirectly, (i) acquire, or own in any manner, any interest in any Person
that engages in the Business or that engages in any business, activity or enterprise that competes with the Business (for purposes
of clarity, specifically other restaurants); or (ii) be interested in (whether as an owner, director, officer, partner, member,
lender, shareholder, vendor, consultant, employee, advisor, agent, independent contractor or otherwise), or otherwise participate
in the management or operation of, any Person that engages in any business, activity or enterprise that competes with the Business
(for purposes of clarity, specifically other restaurants). For purposes hereof, Restricted Territory shall mean the entire geographic
area of the United States.


 


7.                 
Protection of Confidential Information. The Executive acknowledges that prior to the Employment Date the Executive has
had access to, and during the course of the Executive’s employment hereunder will have access to, significant Confidential
Information (defined below). During the Restriction Period (i) the Executive shall maintain all Confidential Information in strict
confidence and shall not disclose any Confidential Information to any other Person, except as necessary in connection with the
performance of the Executive’s duties and obligations under this Agreement, and (ii) the Executive shall not use any Confidential
Information for any purpose whatsoever except in connection with the performance of the Executive’s duties and obligations
under this Agreement. Nothing in this Section 7 will prohibit the disclosure of any Confidential Information which is required
to be disclosed by the Executive in connection with any court action or any proceeding before any judicial or similar authority
or under any applicable law or regulation, provided that to the extent practicable no disclosure shall be made until the Executive
shall give sufficient prior notice to the Company of the intention to disclose such Confidential Information so that the Company
may contest the need for disclosure, and the Executive will cooperate with the Company in connection with any such proceeding..


 


For
purposes of this Agreement, “Confidential Information” shall mean any and all information pertaining to the
Company and the Business, whether such information is in written form or communicated orally, visually or otherwise, that is proprietary,
non-public or relates to any trade secret, including, but not limited to, (i) information, observations and data obtained by the
Executive while employed by the Company concerning the Business, (ii) products or services, (iii) fees, costs and pricing structures,
(iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software, including operating systems, applications
and program listings, (viii) flow charts, manuals and documentation, (ix) data bases, (x) accounting and business methods, (xi)
inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to
practice, (xii) customers, suppliers, clients and customer, supplier and client lists, (xiii) other copyrightable works, (xiv)
marketing plans and trade secrets, and (xv) all similar and related information in whatever form. Notwithstanding the foregoing,
“Confidential Information” shall not include information that (i) is or becomes generally available to, or known by,
the public through no fault of the Executive, or (ii) is independently acquired or developed by the Executive without violating
any of his obligations under this Agreement.


 


8.                 
Inventions. The Executive shall disclose promptly to the Company any and all conceptions and ideas for inventions, improvements,
and valuable discoveries, whether patentable or not, which are conceived or made by the Executive solely or jointly with another
during the Employment Term and which are related to the Business or activities of the Company. The Executive hereby assigns and
agrees to assign all his interest therein to Company or its nominee. Whenever requested by the Company, the Executive shall execute
any and all applications, assigns or other instruments that the Company shall deem necessary to apply for and obtain letters of
patents or trade or service mark registrations in the United States or any foreign country or to otherwise protect the Company’s
interest therein. These obligations shall continue beyond termination of employment with respect to inventions, improvements and
valuable discoveries, whether patentable or not, conceived, made or acquired by the Executive during the period of employment
or within one year thereafter, and shall be binding upon the Executive’s heirs, assigns, executors, administrators and other
legal representatives.


 


9.                 
Return of Property. All correspondence, reports, charts, products, records, designs, patents, plans, manuals, sales and
marketing material, memorandum, advertising materials, customer lists, distributor lists, vendor lists, telephones, beepers, portable
computers, and any other such data, information or property collected by or delivered to the Executive by or on behalf of the
Company, their representatives, customers, suppliers or others and all other materials compiled by the Executive which pertain
to the business of the Company shall be and shall remain the property of the Company and shall be delivered to the Company promptly
upon its request at any time and without respect upon completion or other termination of the Executive’s employment hereunder
for any reason.


 


10.             
Representations of the Executive. The Executive represents and warrants to the Company that he is not subject to any restriction
or non-competition covenant in favor of a former employer or any other person or entity, and that the execution of this Agreement
by the Executive and his provision of services to the Company and the performance of his obligations hereunder will not violate
or be a breach of any agreement with a former employer or any other person or entity. Further, the Executive agrees to indemnify
the Company for any claim, including but not limited to attorneys’ fees and expenses of investigation, by any such third
party that such third party may now have or may hereafter have against the Company based upon any noncompetition agreement, invention
or secrecy agreement between the Executive and such third party.


 


11.             
Certain Additional Agreements.


 


(a)               
Legitimate Interest. The Executive agrees that it is a legitimate interest of the Company and reasonable and necessary
for the protection of the goodwill and business of the Company, which are valuable to the Company, that the Executive make the
covenants contained in Sections 5, 6, 7, 8, and 9 (the “Selected Covenants”).


 


(b)              
Holding Company. The Executive acknowledges that the Company is a holding company and therefore, the Executive acknowledges
and agrees that all references to “the Company” in the Selected Covenants shall refer to the Company, its parent,
if any, and each of the Company’s subsidiaries which may exist or be proposed at any time during the Restricted Period.


 


(c)               
Fair and Reasonable. The parties acknowledge that (i) the type and periods of restriction imposed in the Selected Covenants
are fair and reasonable and are reasonably required to protect and maintain the proprietary and other legitimate business interests
of the Company, as well as the goodwill associated with the Business conducted by the Company, (ii) the Business conducted by
the Company extends throughout the United States, and (iii) the time, scope, geographic area and other provisions of the Selected
Covenants have been specifically negotiated by sophisticated commercial parties with the opportunity to be represented by experienced
legal counsel.


 


(d)              
Illegality. In the event that any covenant contained in this Agreement, including, without limitation, any of the Selected
Covenants shall be determined by any court of competent jurisdiction to be illegal, invalid or unenforceable by reason of its
extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any
other respect, (i) such covenant shall be interpreted to extend over the maximum period of time for which it may be legal, valid
and enforceable, as applicable, and/or over the maximum geographical area as to which it may be legal, valid and enforceable,
as applicable, and/or to the maximum extent in all other respects as to which it may be legal, valid and enforceable, as applicable,
all as determined by such court making such determination, and (ii) in its reduced form, such covenant shall then be legal, valid
and enforceable, as applicable, but such reduced form of covenant shall only apply with respect to the operation of such covenant
in the particular jurisdiction in or for which such adjudication is made. It is the intention of the parties that such covenants
shall be enforceable to the maximum extent permitted by applicable law.


 


12.             
Specific Performance. The Executive acknowledges that any breach or threatened breach of the covenants contained in the
Selected Covenants will cause the Company material and irreparable damage, the exact amount of which will be difficult to ascertain
and that the remedies at law for any such breach or threatened breach will be inadequate. Accordingly, the Executive agrees that
the Company shall, in addition to all other available rights and remedies (including, but not limited to, seeking such damages
as either of them can show it has sustained by reason of such breach), be entitled to specific performance and injunctive relief
in respect of any breach or threatened breach of any of the Selected Covenants, without being required to post bond or other security
and without having to prove the inadequacy of the available remedies at law or irreparable harm.


 


13.             
Termination.


 


(a)               
Death or Incapacity. In the event of the death or Incapacity (defined below) of the Executive during the Employment Term,
the Executive’s employment hereunder shall automatically terminate as of the next one year anniversary of the Agreement;
provided, however, that the Executive’s estate or legal representative, as the case may be, shall be entitled
to receive, and the Company shall pay the Executive’s estate or legal representative, as the case may be, in accordance
with its normal payroll procedures, (i) any Base Salary vested and owing to the Executive hereunder through the anniversary date
; and (ii) any business expenses which were properly reimbursable to the Executive pursuant to Section 3 hereof, through
the date of death. The Executive shall be entitled to no further payment upon such termination.


 


For
purposes of this Agreement, “Incapacity” shall mean the Executive’s inability to perform his duties and
obligations hereunder on account of illness or other impairment for a period of more than ninety (90) days or such longer period
as proscribed by applicable law, as determined by the Board.


 


(b)              
Voluntary. The Executive shall have the right to terminate this Agreement at any time for any reason upon thirty (30) days
prior written notice to the Company. In the event this Agreement is terminated voluntarily by the Executive, then the Executive
shall be entitled to receive (i) the Base Salary owing to the Executive hereunder through the date of termination; and (ii) any
business expenses which were properly reimbursable to the Executive pursuant to Section 3(b) hereof through the date of termination.
The Executive shall be entitled to no further payment upon such termination.


 


(c)               
For Cause. The Company shall have the right to terminate the Executive’s employment under this Agreement at any time
for Cause (defined below) upon written notice to the Executive. In the event the Executive’s employment hereunder is terminated
by the Company for Cause, the Executive shall be entitled to receive, and the Company shall pay the Executive in accordance with
its normal payroll procedures, (i) the Base Salary owing to the Executive hereunder through the date of termination as set forth
in the written notice; and (ii) any business expenses which were properly reimbursable to the Executive pursuant to Section
3(b) hereof through the date of termination. The Executive shall be entitled to no further payment upon such termination.
The Executive acknowledges and agrees that each of the factors which comprise the definition of “Cause” constitutes,
on an individual basis, adequate and sufficient grounds for termination of the Executive’s employment with the Company.


 


For
purposes of this Agreement, “Cause” shall mean:


 


(i)                
The commission of any act of dishonesty by the Executive with respect to the Company, including, but not limited to, misappropriation
of funds or any property of the Company, gross negligence, or violation of the Company’s rules or policies in the performance
of the Executive’s duties hereunder;


(ii)              
The Executive’s refusal, in the sole discretion of the Company, to perform assigned legal and reasonable duties and responsibilities
as assigned by the Company; and the Executive’s failure to cure such breach within thirty(30) days after the Executive’s
receipt of written notice with respect thereto.


(iii)            
Any breach by the Executive of any covenant, condition or term contained in this Agreement or any other written agreement(s) the
Executive may from time to time have with the Company, and the Executive’s failure to cure such breach within thirty (30)
days of the Executive’s receipt of written notice with respect thereto;


(iv)            
Any illegal drug or illegal substance use or abuse, any addiction or substantial dependence on the part of the Executive on any
legal or illegal drug, legal or illegal substance or alcohol that, in the Board’s determination, impairs, or could reasonably
be expected to impair, the performance of the Executive’s duties or obligations as set forth in this Agreement, or which
is, or could reasonably be expected to become, materially injurious to the reputation or business of the Company, other than the
proper use of medication prescribed by a doctor;


 


(v)              
Any conviction of the Executive of, or no contest plea by the Executive to, a crime which is a felony or a misdemeanor involving
an act of moral turpitude, or a misdemeanor committed in connection with his employment by the Company; and


(vi)            
Engagement in any conduct or behavior that in the reasonable judgment of the Company would impair or otherwise materially adversely
affect the business or reputation of the Company.


(d)              
Without Cause. The Company shall have the right to terminate the Executive’s employment hereunder without Cause at
any time upon thirty (30) days prior written notice to the Executive. For purposes of clarity, in the event the Executive is terminated
other than for Cause after a Change in Control (defined below) of the Company, such termination shall be deemed to be without
Cause for purposes hereof.


 


(i)                
If the Company terminates the Executive’s employment hereunder without Cause, the Executive shall be entitled to receive,
and the Company shall pay the Executive, in accordance with the Company’s normal payroll procedures, (i) the Base Salary
owing to the Executive through date of termination, six (6) months Base Salary and health insurance and (ii) any business expenses
which were properly reimbursable to the Executive pursuant to Section 3(b) hereof through the date of termination. The Executive
shall be entitled to no further payment upon such termination..


 


For
purposes of this Agreement, “Change in Control” shall mean the occurrence of any of the following:


 


(i)
a tender offer or exchange offer made and consummated for ownership of Company stock representing 50% or more of the combined
voting power of the Company’s outstanding securities;


 


(ii)
the sale or transfer of substantially all of the Company’s assets to another corporation which is not a wholly-owned
subsidiary of the Company;


 


(iii)
any merger or consolidation of the Company with another corporation, where less than 30% of the outstanding voting shares
of the surviving or resulting corporation are owned in the aggregate by the Company’s former shareholders; or


 


(iv)
any tender offer, exchange offer, merger, sale of assets and/or contested election which results in a total change in the
composition of the Company’s Board.


 


 


14.             
Indemnification. The Company agrees that if the Executive is made a party or is threatened to be made a party, or is required
to appear as a witness to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”),
by reason of the fact that he is or was a director or officer of the Company, the Executive shall be indemnified and held harmless
by the Company (unless the Executive’s actions or omissions constitute gross negligence or willful misconduct) to the fullest
extent authorized by law, as the same exists or may hereafter be amended, against all costs and expenses incurred or suffered
by the Executive in connection therewith, and such indemnification shall continue as to the Executive even if the Executive has
ceased to be an officer, director or agent, or is no longer employed by the Company and shall inure to the benefit of the Executive’s
heirs, executors and administrators. The Executive agrees to fully cooperate with the Company should any Proceeding commence and
the Company shall reimburse the Executive for any reasonable expenses incurred in connection therewith at the Company’s
request.


 


15.             
Miscellaneous.


 


(a)               
Notices. All notices, demands, consents, requests, instructions and other communications to be given or delivered or permitted
under or by reason of the provisions of this Agreement or in connection with the transactions contemplated hereby shall be in
writing and shall be deemed to be delivered and received by the intended recipient as follows: (i) if personally delivered, on
the business day of such delivery (as evidenced by the receipt of the personal delivery service), (ii) if mailed certified or
registered mail return receipt requested, four (4) business days after being mailed, (iii) if delivered by overnight courier (with
all charges having been prepaid), on the business day of such delivery (as evidenced by the receipt of the overnight courier service
of recognized standing), or (iv) if delivered by facsimile transmission, on the business day of such delivery if sent by 5:00
p.m. in the time zone of the recipient, or if sent after that time, on the next succeeding business day (as evidenced by the printed
confirmation of delivery generated by the sending party’s facsimile machine). If any notice, demand, consent, request, instruction
or other communication cannot be delivered because of a changed address of which no notice was given (in accordance with this
Section 15(a)), or the refusal to accept same, the notice, demand, consent, request, instruction or other communication
shall be deemed received on the second business day the notice is sent (as evidenced by a sworn affidavit of the sender). All
such notices, demands, consents, requests, instructions and other communications will be sent to the addresses set forth in the
preamble to this agreement or to such other address as any party may specify by notice given to the other party in accordance
with this Section 15(a).


 


(b)              
Amendment. This Agreement may not be modified, amended, altered or supplemented, except by a written agreement executed
by each of the parties hereto.


 


(c)               
Entire Agreement. This Agreement contains the entire understanding and agreement of the parties relating to the subject
matter hereof and supersedes all prior and/or contemporaneous understandings and agreements of any kind and nature (whether written
or oral) among the parties with respect to such subject matter, all of which are merged herein.


 


(d)              
Waiver. Any waiver by a party hereto of any breach of or failure to comply with any provision or condition of this Agreement
by any other party hereto shall not be construed as, or constitute, a continuing waiver of such provision or condition, or a waiver
of any other breach of, or failure to comply with, any other provision or condition of this Agreement, any such waiver to be limited
to the specific matter and instance for which it is given. No waiver of any such breach or failure or of any provision or condition
of this Agreement shall be effective unless in a written instrument signed by the party granting the waiver and delivered to the
other party hereto in the manner provided for hereunder in Section 15(a). No failure or delay by any party to enforce or
exercise its rights hereunder shall be deemed a waiver hereof, nor shall any single or partial exercise of any such right or any
abandonment or discontinuance of steps to enforce such rights, preclude any other or further exercise thereof or the exercise
of any other right.


 


16.             
Governing Law; Jurisdiction.


 


(a)               
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable
to agreements made and to be performed in that state, without regard to any of its principles of conflicts of laws or other laws
that would result in the application of the laws of another jurisdiction.


 


(b)              
Jurisdiction. Each of the parties unconditionally and irrevocably consents to the exclusive jurisdiction of the state or
federal courts of the State of Florida, County of Duval with respect to any suit, action or proceeding arising out of or relating
to this Agreement, and each of the parties hereby unconditionally and irrevocably waives any objection to venue in any such court
or to assert that any such court is an inconvenient forum, and agrees that service of any summons, complaint, notice or other
process relating to such suit, action or other proceeding may be effected in the manner provided in Section 15(a) hereof.
Each of the parties hereby unconditionally and irrevocably waives the right to a trial by jury in any such action, suit or other
proceeding.


 


17.             
Binding Effect, No Assignment, etc. This Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective legal representatives, heirs, estate, successors and permitted assigns. Neither this Agreement nor
any right, interest or obligation hereunder may be assigned by any party hereto without the prior written consent of the other
party, and any attempt to do so shall be void and of no force and effect, except (i) assignments and transfers by operation of
law and (ii) that the Company may assign any or all of its respective rights, interests and obligations hereunder to any purchaser
of a majority of the issued and outstanding capital stock of the Company or a substantial part of the assets of the Company.


 


18.             
Third Parties. Nothing herein is intended or shall be construed to confer upon or give to any Person, other than the parties
hereto (or persons set forth in Section 17), any rights, privileges or remedies under or by reason of this Agreement.


 


19.             
Headings. The section headings contained in this Agreement are inserted for reference purposes only and shall not affect
in any way the meaning, construction or interpretation of this Agreement. Any reference to the masculine, feminine, or neuter
gender shall be a reference to such other gender as is appropriate. References to the singular shall include the plural and vice
versa.


 


20.             
Counterparts. This Agreement may be executed in two (2) or more counterparts (including by facsimile signature, which shall
constitute a legal and valid signature), and by the different parties hereto in separate counterparts, each of which when executed
shall be deemed to be an original, and all of which, when taken together, shall constitute one and the same document. This Agreement
shall become effective when one or more counterparts, taken together, shall have been executed and delivered by all of the parties.


 


21.             
Section 409A Compliance.


 


(a)               
General. It is the intention of both the Company and the Executive that the benefits and rights to which the Executive
could be entitled pursuant to this Agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)
and the federal income tax regulations promulgated by the U.S. Department of Treasury, or any amendment or successor provision
to such regulations, pursuant to or in interpretation of the Code and other guidance promulgated or issued thereunder (“Section
409A”), to the extent that the requirements of Section 409A are applicable thereto, and the provisions of this Agreement
shall be construed in a manner consistent with that intention. If the Executive or the Company believes, at any time, that any
such benefit or right that is subject to Section 409A does not so comply, it shall promptly advise the other and shall negotiate
reasonably and in good faith to amend the terms of such benefits and rights such that they comply with Section 409A (with the
most limited possible economic effect on the Executive and on the Company).


 


(b)              
Distributions on Account of Separation from Service. If and to the extent required to comply with Section 409A, no payment
or benefit required to be paid under this Agreement on account of termination of the Executive’s employment shall be made
unless and until the Executive incurs a “separation from service” within the meaning of Section 409A.


 


(c)               
6 Month Delay for Specified Executives.


 


(i)                
If the Executive is a “specified employee”, then no payment or benefit that is payable on account of the Executive’s
“separation from service”, as that term is defined for purposes of Section 409A, shall be made before the date that
is six months after the Executive’s “separation from service” (or, if earlier, the date of the Executive’s
death) if and to the extent that such payment or benefit constitutes deferred compensation (or may be nonqualified deferred compensation)
under Section 409A and such deferral is required to comply with the requirements of Section 409A. Any payment or benefit delayed
by reason of the prior sentence shall be paid out or provided in a single lump sum at the end of such required delay period in
order to catch up to the original payment schedule.


 


(ii)              
For purposes of this provision, the Executive shall be considered to be a “specified employee” if, at the time of
his or her separation from service, the Executive is a “key employee”, within the meaning of Section 416(i) of the
Code, of the Company (or any person or entity with whom the Company would be considered a single employer under Section 414(b)
or Section 414(c) of the Code) any stock in which is publicly traded on an established securities market or otherwise.


 


(d)              
No Acceleration of Payments. Neither the Company nor the Executive, individually or in combination, may accelerate any
payment or benefit that is subject to Section 409A, except in compliance with Section 409A and the provisions of this Agreement,
and no amount that is subject to Section 409A shall be paid prior to the earliest date on which it may be paid without violating
Section 409A.


 


(e)               
Treatment of Each Installment as a Separate Payment. For purposes of applying the provisions of Section 409A to this Agreement,
each separately identified amount to which the Executive is entitled under this Agreement shall be treated as a separate payment.
In addition, to the extent permissible under Section 409A, any series of installment payments under this Agreement shall be treated
as a right to a series of separate payments.


(f)               
Taxable Reimbursements.


 


(i)                
Any reimbursements by the Company to the Executive of any eligible expenses under this Agreement that are not excludable from
the Executive’s income for Federal income tax purposes (the “Taxable Reimbursements”) shall be
made by no later than the last day of the taxable year of the Executive following the year in which the expense was incurred.


 


(ii)              
The amount of any Taxable Reimbursements, and the value of any in-kind benefits to be provided to the Executive, during any taxable
year of the Executive shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other
taxable year of the Executive.


 


(iii)            
The right to Taxable Reimbursement shall not be subject to liquidation or exchange for another benefit.


 


(g)              
No Guaranty of 409A Compliance. Notwithstanding the foregoing, the Company does not make any representation to the Executive
that the payments or benefits provided under this Agreement are exempt from, or satisfy, the requirements of Section 409A, and
the Company shall have no liability or other obligation to indemnify or hold harmless the Executive or any beneficiary of the
Executive for any tax, additional tax, interest or penalties that the Executive or any beneficiary of the Executive may incur
in the event that any provision of this Agreement, or any amendment or modification thereof, or any other action taken with respect
thereto, is deemed to violate any of the requirements of Section 409A.


 


 


 


[Signature
Page Follows]


 






    	 



    	 



    

 


 


 


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


 


 


	 	 	COMPANY
	 	 	 
	 	 	Latitude 360, Inc.
	 	 	 
	 	 	 
	 	 	 
	 	 	By: /s/ Brent W. Brown
	 	 	      Brent W. Brown, Chief Executive
    Officer
	 	 	 
	 	 	 
	 	 	EXECUTIVE
	 	 	 
	 	 	 
	 	 	/s/ Ken H. Adams
	 	 	     Ken H. Adams