Exhibit 10.2


 


AGREEMENT


 


This
Agreement (this “Agreement”) is entered into on March 15, 2022, by and between Brazil Minerals, Inc., a Nevada corporation
(the “Company”), with address at 433 N. Camden Drive, Suite 810, Beverly Hills, CA 90210, and Gustavo Pereira de Aguiar
(“GPA”), a citizen and resident of Brazil, with address at Rua Universo 387, apto 401, Bairro Santa Lucia, Belo Horizonte,
Minas Gerais, Brazil. The Company and GPA shall be referred to herein collectively as “the Parties” and each individually
as a “Party.”


 


The
Parties agree to the following terms:


 


	1.	Retention
                                            of GPA. Subject to the terms and conditions set forth in this Agreement, the Company
                                            hereby retains GPA on a full-time basis to perform the services set forth in this Agreement,
                                            and GPA accepts this retention on the terms and conditions set forth in this Agreement.



 


	2.	Effective
                                            Date. This Agreement shall be effective as of March 16, 2022 (the “Start
                                            Date”).



 


	3.	Termination.
                                            This Agreement may be terminated at any time by mutual agreement of the Parties, and at any
                                            time for any reason or no reason, by one Party, within a prior written notice of 30 (thirty)
                                            days to the other Party. The consequences of the termination, as applicable, are provided
                                            for in Section 9 of this Agreement.



 


	4.	Scope
                                            of Work. The services to be performed by GPA under this Agreement (the “Work”)
                                            shall consist of all tasks related to planning, implementation, managing and running of the
                                            finance activities of the Company, including business planning, budgeting, forecasting and
                                            reporting, as well as other tasks assigned by the Chief Executive Officer of the Company
                                            accordingly, including, but not limited to, the following:



 


		●	Financial
                                            reporting, including preparation of all financial statements and other parts of the Forms
                                            10-K and 10-Q with respect to the Company, including those of any subsidiaries; such work
                                            involves:



 


		○	Overseeing
                                            the preparation of the financial statements of Brazilian subsidiaries by Brazilian accountants



		○	Overseeing
                                            the preparation of general ledger of U.S.-based accounts



		○	Consolidation
                                            of period activity from Brazil and U.S. into global financial statements



		○	Preparation
                                            of footnotes to such financial statements



		○	Preparation
                                            of the Management and Analysis Discussion parts of the Forms 10-K and 10-Q



		○	Interface
                                            with the auditor’s team until clearance for filling is obtained;



 


		●	Budgeting;



		●	Treasury
                                            functions, including payments;



		●	Internal
                                            controls;



		●	Modeling
                                            of projects (forecast of revenues, costs, cash flows, etc); and



		●	Other
                                            topics within the finance function to be determined as needed.



 


Services
will be provided in GPA’s city of residence. All costs incurred by GPA in the provision of services outside the place of residence,
including, without limitation, airline tickets, vehicle rental, fuel, accommodation and food, will be borne by the Company.


 


	5.	Titles.
                                            GPA shall be referred to under the following titles: Chief Financial Officer, Treasurer,
                                            and Principal Accounting Officer of the Company.



 






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	6.	Base
                                            Compensation. A monthly cash compensation of US$ 9,500 shall be deposited to an account
                                            of choice provided to the Company by GPA in return for the Work rendered by GPA during the
                                            term of this Agreement.



 


	7.	Sign-In
                                            Bonus Compensation. GPA shall also receive a sign-in bonus totaling US$ 25,000 which
                                            shall be paid up in two tranches. GPA shall receive the first tranche of US$ 12,500 within
                                            ten days after the Start Date and shall receive the second tranche of US$ 12,500 three months
                                            after the Start Date.



 


	8.	Annual
                                            Performance Bonus Compensation. GPA shall also be entitled to a maximum annual bonus
                                            of US$ 45,000 (the “Annual Bonus”), conditioned to the filing, by the Company,
                                            on an annual basis, of one Form 10-K and three Form 10-Q with the Securities and Exchange
                                            Commission (the “SEC”), in accordance with the following rules:



 


a)
If and only if the Form 10-K is filed timely on or before the regularly scheduled filing date (and not filed on an extension), GPA shall
receive 40% of the Annual Bonus, which corresponds to US$ 18,000, within thirty days after such actual filing date;


 


b)
For each Form 10-Q that is filed on the regularly scheduled filing date (and not filed on an extension), GPA shall receive 20% of the
Annual Bonus, which corresponds to US$ 9,000, within thirty days after the relevant filing date.


 


	9.	Stock
                                            Compensation.



 


As
of March 8, 2022, the total number of authorized and issued common shares of the Company is 3,188,198,223. Two percent of such number
equals 63,763,964 shares.


 


On
the Start Date, GPA shall be granted, for the purchase price of US$ 1.00 to be discounted from the first base compensation, 63,763,964
shares (the “GPA Grant”) which shall vest over four years in four tranches, on the first, second, third, and fourth anniversaries
of the Start Date.


 


		a)	If
                                            GPA resigns before the first-year anniversary of the Start Date, all 63,763,964 shares of
                                            the GPA Grant shall be deemed to be forfeited and returned to Company’s treasury;



 


		b)	If
                                            GPA resigns after the first-year anniversary, but before the second anniversary of the Start
                                            Date, 3/4 of the shares of the GPA Grant, which corresponds to 47,822,973 shares of the GPA
                                            Grant, shall be deemed to be forfeited and returned to Company’s treasury;



 


		c)	If
                                            GPA resigns after the second-year anniversary, but before the third anniversary of the Start
                                            Date, 1/2 of the shares of the GPA Grant, which corresponds to 31,881,982 shares of the GPA
                                            Grant, shall be deemed to be forfeited and returned to Company’s treasury;



 


		d)	If
                                            GPA resigns after the third-year anniversary, but before the fourth anniversary of the Start
                                            Date, 1/4 of the shares of the GPA Grant, which corresponds to 15,940,991 shares of the GPA
                                            Grant, shall be deemed to be forfeited and returned to Company’s treasury;



 


		e)	If
                                            and when the Company terminates this Agreement for any reason other than gross negligence
                                            or willful malfeasance of GPA, then the GPA Grant shall be deemed to be fully vested immediately
                                            upon such termination;



 


	 	a.	If such termination occurs before the first-year anniversary of the Start Date, GPA shall be entitled to receive US$ 60,000 within thirty
days of said termination;



 






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		b.	If
                                            such termination occurs after the first anniversary, but before the second anniversary of
                                            the Start Date, then GPA shall be entitled to receive US$ 30,000 within thirty days of said
                                            termination;



 


		f)	If
                                            the Company terminates this Agreement for gross negligence or willful malfeasance, then the
                                            portion of the GPA Grant which is not yet vested shall be deemed to be forfeited.



 


	10.	Currency
                                            of Payments. All cash payments under this Agreement will be made net in the currency
                                            of Brazil, the Brazilian real, using for conversion the prior day’s end-of-day PTAX
                                            exchange rate provided by the Brazilian Central Bank, without any deduction, discount, reduction
                                            or withholding. Further paperwork in Brazil required to properly make the payments under
                                            this Agreement shall be completed by the Company and GPA.
	 	 
	11.	Inflation-Adjustment.
                                            All cash payments under this Agreement shall be adjusted annually in March in accordance
                                            with the Brazilian inflation rate known as IPCA.
	 	 
	12.	Personal
                                            Time. GPA shall have four weeks of personal time per year.
	 	 
	13.	Independent
                                            Contractor. GPA agrees to perform the Work as an independent contractor and not as an
                                            agent of the Company, its subsidiaries or affiliates. GPA is not granted any right or authority
                                            or responsibility, expressed, implied or apparent, on behalf of or in the name of the Company
                                            to bind, or act on behalf of, the Company or its affiliates or subsidiaries. This Agreement
                                            is an at-will contract.
	 	 
	14.	Covenants
                                            by GPA. GPA hereby agrees to disclose to the Company within two business days: i) any
                                            inquiries or other contact from any entity pertaining to any work-related activity involving
                                            GPA; and ii) any material events affecting, or which may reasonably be expected to affect,
                                            GPA’s ability to perform the Work.
	 	 
	15.	Confidential
                                            Information. All information which GPA may now possess, may obtain during or after the
                                            term of this Agreement, or may create prior to the end of the term of this Agreement relating
                                            to the business of the Company or its affiliates or subsidiaries or of any of their respective
                                            customers or vendors (collectively, the “Confidential Information”) shall not
                                            be published, disclosed, or made accessible by him to any other person, firm or corporation
                                            either during or after the term of this Agreement or used by him, except during the term
                                            of this Agreement in the business and for the benefit of the Company without the prior written
                                            consent of the Company. GPA shall return all tangible evidence of such Confidential Information
                                            to the Company prior to or at the end of the term of this Agreement. This Agreement is also
                                            confidential, except to the extent required to be disclosed pursuant to the laws applicable
                                            to the parties, including, as the case may be, U.S. federal securities laws. GPA agrees that
                                            he will not disclose, publicize, or discuss any of the terms or conditions of this Agreement
                                            with anyone, except his attorneys, consultants and/or accountants, or as otherwise required
                                            by law. In the event GPA discloses this Agreement or any of its terms or conditions to his
                                            attorneys, consultants and/or accountant, it shall be his duty to advise said individual(s)
                                            of the confidential nature of this Agreement; and direct them not to disclose, publicize,
                                            or discuss any of the terms or conditions of this Agreement with anyone else.



 






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	16.	Indemnification.
                                            GPA shall protect, defend, indemnify and hold the Company, its affiliates, officers, consultants,
                                            partners, members, successors and assigns (collectively, the “Indemnified Party”)
                                            free and unharmed from and against any and all claims, liabilities, loss, costs, or damages,
                                            including court costs and attorneys’ fees, whether raised by the Indemnified Party
                                            or a third party, which shall arise in connection with any breach by GPA of a covenant, warranty
                                            or representation contained herein. The Company agrees to protect, indemnify, defend, and
                                            hold GPA free and unharmed from and against any and all losses, costs (including court costs
                                            and attorneys’ fees), damages, expenses, claims, demands or liabilities arising out
                                            of or in consequence of the breach by the Company, or its directors, officers, agents or
                                            employees of any of the covenants, warranty or representation made by the Company herein,
                                            including, without restricting the foregoing, the misuse of, or unauthorized dissemination
                                            of communications with GPA or the financial statements, or any other work product made available
                                            to the Company by GPA in performing the Work.



 


	17.	Liability
                                            Limitation. In no event shall either party be liable to the other party whether in contract,
                                            tort or otherwise, for payment of any special, indirect, incidental, consequential or similar
                                            damages. Any and all actions, causes of action, contracts, demands or claims, whether in
                                            contract, negligence or otherwise known to law, which the Company may have arising out of
                                            the Work provided by GPA under this Agreement (hereinafter referred to as “claims”
                                            or “claim”) shall be limited to the compensation paid to GPA for the portion
                                            of the Work giving rise to liability, except when “gross negligence” and/or “willful
                                            malfeasance” on the part of GPA is determined, in which case there are no limitations.



 


	18.	Notices.
                                            All notices required under this Agreement shall be deemed given when sent by email, overnight
                                            courier or registered or certified mail, or when sent by telecopy, telegraph or other graphic,
                                            electronic means and confirmed by overnight courier or registered or certified mail addressed
                                            to the address set forth in the preamble to this Agreement. Either Party shall have the right
                                            to change the address or name of the person to whom such notices are to be delivered by notice
                                            to the other Party.



 


	19.	Law
                                            and Venue. This Agreement shall be governed in all respects by and construed in accordance
                                            with the laws of the State of California without regard to conflicts of law provisions. Any
                                            dispute between the Parties shall be heard only in the state and federal courts located in
                                            the County of Los Angeles, California, having personal and subject matter jurisdiction.



 


	20.	Waiver
                                            of Trial by Jury. The Company and GPA hereby knowingly, voluntarily and intentionally
                                            waive the right to a trial by jury with respect to any litigation based hereon, or arising
                                            out of, under or in connection with this agreement. This provision is a material inducement
                                            for the parties entering into this Agreement.



 


	21.	Headings.
                                            The headings in this Agreement are provided for convenience of reference only and shall not
                                            affect the construction of the text of this Agreement.



 


	22.	Non-Waiver.
                                            No waiver of any provision of this Agreement shall be deemed to be nor shall constitute a
                                            waiver of any other provision, whether or not similar, nor shall any waiver constitute a
                                            continuing waiver. No waiver shall be binding unless executed in writing by the party making
                                            the waiver.



 


	23.	Cumulative
                                            Remedies. All rights and remedies of the parties under this Agreement shall be cumulative,
                                            and the exercise of any one right or remedy shall not bar the exercise of any other right
                                            or remedy.



 


	24.	Severability.
                                            If any provision of this Agreement shall be held or deemed to be invalid, inoperative or
                                            unenforceable, such circumstances shall not affect the validity of any other provision of
                                            this Agreement.



 


	25.	Publicity.
                                            GPA shall not make any public disclosures regarding the Company, its subsidiaries or affiliates
                                            or the project for which he is performing the Work without the prior approval of the Company.



 


	26.	Modifications.
                                            No amendment or modification to this Agreement shall be effective unless made in writing.



 


	27.	Electronic
                                            Signature. This Agreement may be signed electronically or digitally by any Party or witness,
                                            being the electronic signature, by any means, admitted as valid. Should this Agreement be
                                            signed electronically, the date of execution of this Agreement shall be the date indicated
                                            above (and not the date indicated in any documents generated by the electronic or digital
                                            signature platform used).



 






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IN
WITNESS WHEREOF, the undersigned have executed or caused their respective duly authorized representatives to execute this Agreement
electronically or digitally only or in two (2) counterparts of equal form and content.


 


	BRAZIL
    MINERALS, INC.	 	Gustavo
    Pereira Aguiar
	 	 	 	 
	By:	Marc
    Fogassa, CEO	 	 



 


	Signature:	 	 	 


 






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