eCrypt Technologies, Inc. (Form: 8-K, Received: 04/01/2014 12:58:09)

Colorado

000-1449574

32-0201472

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

(State or other jurisdiction of incorporation)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

____________________________________________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

___________________________________________________________________

Date of Report (Date of earliest event reported): March 26, 2014

Ecrypt Technologies, Inc .

(Exact Name of Registrant as Specified in Charter)

4750 Table Mesa Drive

Boulder, Colorado 80305

(Address of principal executive offices)

Registrant’s telephone number, including area code: 1.866.204.6703

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 DFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01

ENTRY INTO MATERIAL DEFINATIVE AGREEMENT

On March 26, 2014, Ecrypt Technologies, Inc., a Colorado corporation (the “Registrant”) entered into an Advisory Board Agreement with Mr. Howard Louie (the “Advisor”) appointing him to the Registrant’s advisory board. The Advisory Board Agreement has a term of two (2) years but may be terminated at any time by the Advisor upon not less than 10 days prior written notice. It may also be terminated for cause by the Registrant upon not less than 10 days prior written notice.

The Advisory Board Agreement requires the Registrant to pay the following compensation to the Advisor:

(a)

Reimbursement of expenses in the amount of $5,000, of which $2,500 was payable upon execution of the Advisory Board Agreement and $2,500 accrues and is payable on the earlier of (i) the Registrant’s completion of a financing in excess of $3,000,000, or (ii) three years after the effective date of the Advisory Board Agreement.

(b)

A monthly retainer in the amount of $3,000, of which $1,000 is due and payable on the first day of each month during the term of the Advisory Board Agreement, and $2,000 accrues as an obligation of the Registrant and is payable to Advisor on the earlier of (i) the Registrant’s completion of a financing in excess of $3,000,000, or (ii) three years after the effective date of the Advisory Board Agreement.

(c)

A total of up to 13,462,000 common stock purchase warrants, each of which entitles the holder to purchase one (1) share of the Registrant’s common stock at an exercise price of $0.05 per share, for a period of thirty six (36) months from the original issue date of the warrant. A warrant certificate for a total of 1,682,750 of such warrants was issued upon execution of the Advisory Board Agreement and attached to the Advisory Board Agreement as Exhibit B, and an additional warrant certificate for 1,682,750 warrants is issuable each quarter during the remaining term of the Advisory Board Agreement until the Registrant has issued a total of 13,462,000 warrants to the Advisor. Pursuant to the terms of the warrant certificate, the holder does not have the right to exercise any portion of the warrants to the extent that after giving, after exercise the holder (together with the holder’s affiliates, and any other person or entity acting as a group together with the holder or any of such holder’s affiliates), would beneficially own in excess of 4.99% of the number of shares of the common stock of the Registrant outstanding immediately after giving effect to such issuance of common stock. The holder may elect to waive the restrictions upon not less than 61 days’ prior notice to the Registrant. For the above warrant issuances, neither the warrants nor the shares underlying the warrants were registered under the Securities Act of 1933 (the “Securities Act”) in reliance upon the exemptions from registration contained in Regulation S of the Securities Act.

The foregoing description of the Advisory Board Agreement and Warrant Certificate is qualified in its entirety by reference to the Advisory Board Agreement and Warrant Certificate which is attached hereto as Exhibit 10.14.

ITEM 3.02

UNREGISTERED SALES OF EQUITY SECURITIES.

Reference is made to the disclosure set forth under Item 1.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.

On March 31, 2014, the Registrant issued a total of 5,000,000 shares of Series A Convertible Preferred Stock (the “Preferred Stock”) as follows: (i) 2,377,500 shares to Global Capital Partners, LLC; (ii) 1,783,000 shares to Whonon Trading S.A. and (iii) 839,500 shares to Microtech Industries Ltd. Global Captial Partners, LLC, Whonon Trading S.A., and Microtech Industries Ltd., have all served as financiers of the Registrant, and the Registrant currently has outstanding notes with each of the financiers. The Preferred Stock was issued to the financiers in consideration of their willingness to continue extending the due dates under the promissory notes which the Registrant has with each of the financiers. The Preferred Stock is convertible into common stock in accordance with and pursuant to the terms and conditions of the Certificate of Designation Series A Convertible Preferred Stock. For the above share issuances, the Preferred Stock was not registered under the Securities Act in reliance upon the exemptions from registration contained in Section 4(2) and/or Regulation D, and Regulation S of the Securities Act.

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

Appointment of Director

On March 27, 2014, the Board of Directors (the “Board”) of the Registrant, appointed the following individual to serve as a director of the Registrant: Thomas Cellucci. The appointment was made to fill a vacancy which occurred as a result of Matthew Johnson’s resignation from the Board on March 18, 2014.

Tom Cellucci. Mr. Cellucci currently serves as a director of the Registrant. In addition to serving as a director of the Registrant, from 1999 to the present, Mr. Cellucci serves as the Chairman and CEO of Cellucci Associates, a high-tech marketing firm focused on developing business and marketing plans for worldwide high-tech firms.

From 2013 to the present, Mr. Cellucci is also the Executive Director at AGVE (Alliance for Government Virtual Engagements located in Washington DC. AGVE is a non-profit dedicated to fostering technology-focused bridges, best practices and communications between government and the private sector to enable high performance/price business operations for government. He is also the Founding and Managing Partner of Union Core Technology Partners, a private equity fund.

From 2007 to 2011 Mr. Cellucci served as the First Chief Commercialization Officer of the United States of America, where he was responsible for overseeing the development and execution of programs and processes that identified, evaluated, and commercialized privately owned technologies into products or services that met the needs of the Department of Homeland Security’s (DHS) stakeholders, including DHS operating components and, end users such as the nation's first responders, and critical infrastructure owner/operators.

During his tenure as the Chief Commercialization Officer, in 2010 Mr. Cellucci was also appointed as the Director of the Office of Public-Private Partnerships, which oversees the Long Range Broad Agency Announcement (LRBAA) procurement process, Office of SAFETY Act Implementation (OSAI), Small Business Innovation Research (SBIR) Office as well as the Commercialization Office. At this same time Mr. Cellucci , was also named Executive Director of the Research and Development (R&D) Partnerships Group responsible to leverage the billions of dollars in assets and the expertise of more than 1300 team members through the group’s investments in national labs, universities, international partners, the private sector and government interagency partners to develop technologies and products for the Homeland Security Enterprise (HSE).

Between 1987 to 2006, Mr. Cellucci’s positions included Chief Marketing Officer and Vice President of Products, then President and Chief Operating Officer at Zyvex Corporation, a nanotechnology company located in Houston Texas; President and CEO of Etec Inc, a Micro-Opto-Electro-Mechanical Systems and Micro-Electro-Mechanical Systems company located in Peabody, MA; Executive VP and General Manager of Integrated Dynamics Engineering, a company providing solutions in environmental disturbance control technology for vibration isolation, EMI cancellation, and acoustic suppression; Senior Director of Scientific and Laboratory Products, then Senior Director of Vibration Control Business of Newport Corporation, a global supplier of advanced technology products and solutions for Scientific Research, Life & Health Science, Aerospace & Defense, Photovoltaics, Industrial Manufacturing, Semiconductors, and Microelectronics markets, located in Irvine CA; and Senior Sales Engineer at Coherent, where he Managed over 10 million dollars of laser/electro-optic equipment for several companies and institutions such as AT&T, Bell Communications, Research, Exxon, NASA and Princeton University

Between 1978 and 1991 Mr. Cellucci was Chemistry Lecturer at Fordham University, the University of Pennsylvania, and Princeton University, as well as Professor of Physics and Laser/Electro-Optic Technology at Camden County College.

Mr. Cellucci earned a PhD in Physical Chemistry from the University of Pennsylvania, an MBA from Rutgers University and a BS in Chemistry from Fordham University. He has also attended and lectured at executive programs at the Harvard Business School, MIT Sloan School, Kellogg School and others.

In conjunction with the Registrant’s appointment of Mr. Cellucci, the Registrant entered into a Director Agreement and a Restricted Shares Agreement which is Exhibit A to the Director Agreement, pursuant to which the Registrant granted Mr. Cellucci 150,000 shares of restricted common stock of the Registrant. The foregoing description of the Director Agreement and Restricted Shares Agreement is qualified in its entirety by reference to the Director Agreement and Restricted Shares Agreement which are attached hereto as Exhibit 10.15 and 10.16.

Aside from the foregoing, there were no transactions during the last two years, or proposed transactions, to which the Company was or is to be a party, in which the new director had or is to have a direct or indirect material interest.

ITEM 5.03 AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

On March 31, 2014, the Registrant, filed a Certificate of Designation with the Secretary of State of Colorado designating a new class of preferred stock consisting of 5,000,000 shares of Series A Convertible Preferred Stock, the designations, preferences, limitations and relative rights of which are as set forth in the Certificate of Designation filed as an Exhibit to this Current Report on Form 8-K. The Certificate of Designation was authorized by the Board of Directors at a meeting of the Board on March 24, 2014.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d)

Exhibits. The following documents are filed as exhibits to this report on Form 8-K:

3.1.1

Amendment to Articles of Incorporation - Certificate of Designation Series A Convertible Preferred Stock, dated March 31, 2014.

3.1.2

Complete Articles of Incorporation as Amended, dated March 31, 2014.

10.14

Advisory Board Agreement and Warrant Certificate dated March 26, 2014, by and between eCrypt Technologies, Inc. and Howard Louie.

10.15

Director Agreement and Restricted Shares Agreement dated March 27, 2014, by and between eCrypt Technologies, Inc. and Thomas Cellucci.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ECRYPT TECHNOLOGIES, INC.

Date: April 1, 2014

---------------------------------
By: /S/ Brad Lever

Brad Lever, Chief Executive Officer, Chief Financial Officer, Director

Articles of Amendment

filed pursuant to §7-90-301 , et seq. and §7- 110-106 of the Colorado Revised Statutes (C.R.S)

AMD_PC Page 1 of 2 Rev. 12/01/2012

AMD_PC

Page 2 of 2

Rev. 12/01/2012

Exhibit A

ECRYPT TECHNOLOGIES, INC.

DESIGNATIONS, PREFERENCES, LIMITATIONS AND

RELATIVE RIGHTS OF

SERIES A CONVERTIBLE PREFERRED STOCK

Pursuant to the authority expressly granted to and vested in the Board of Directors of eCrypt Technologies, Inc. (the “Corporation”) under the Colorado Business Corporations Act and by Article II, Paragraph B of the Corporation’s Articles of Incorporation (the “Articles”), there is hereby created, and the Corporation is hereby authorized to issue, a series of convertible preferred stock, $.0001 par value, which shall have, in addition to the rights, restrictions, preferences and privileges set forth in the Articles, the following terms, conditions, rights, restrictions, preferences and privileges:

DESIGNATION AND AMOUNT

A series of convertible preferred stock is hereby designated as “Series A Convertible Preferred Stock” in the amount of Five Million (5,000,000) shares (the “Series A Preferred Stock”). Subject to appropriate adjustment in the event of any stock dividend, stock split, stock distribution, combination or other similar recapitalization, the Stated Value of the Series A Preferred Stock shall initially be $1.00 per share. As long as any shares of Series A Preferred Stock remain issued and outstanding, the Stated Value of such shares shall be adjusted annually on the last day of the Corporation’s fiscal year beginning with the fiscal year ending March 31, 2015. The Stated Value of each issued and outstanding share of Series A Preferred Stock, as adjusted, shall be equal to five (5) times the “Average Price” (as hereinafter defined) of the Corporation’s Common Stock as of the last day of the Corporation’s fiscal year.

“Average Price ” means the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on the Nasdaq SmallCap Market, the New York Stock Exchange, the Nasdaq National Market, the OTC Bulletin Board or the OTCQB, the average of the closing price of the Common Stock for such date (or the nearest preceding date) and each of the 4 consecutive trading days immediately preceding such date on the Trading Market on which the Common Stock is then listed or quoted; (b) if the Common Stock is not then listed or quoted on one of the specified trading markets, and if prices for the Common Stock are then reported in the “Pink Sheets” published by the Pink Sheets, LLC (or a similar organization or agency succeeding to its functions of reporting prices), the average of the closing bid price of the Common Stock for such date (or the nearest preceding date), and each of the 4 consecutive trading days immediately preceding such date on the Pink Sheets;

(c) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Corporation.

II.

RANK

The Series A Preferred Stock shall, with respect to dividend rights and rights on liquidation, winding up and dissolution, rank senior to both the Corporation's Common Stock and to all other classes and series of preferred stock of the Corporation now or hereafter authorized, issued or outstanding (collectively with the Common Stock the "JUNIOR SECURITIES").

III.

DIVIDENDS

Generally. Subject to the provisions of subparagraph B, below, the holders of shares of Series A Preferred Stock, in preference to the holders of any shares of Common Stock or Junior Securities of the Corporation, shall be entitled to receive, when, as and if declared by the Board of Directors, in their sole discretion, out of the assets of the Corporation legally available for payment of dividends, cumulative cash dividends payable at an annual rate per share equal to the sum of the following: (i) FIVE PERCENT (5%) of the Stated Value, determined as of the last day of the immediately preceding fiscal year, as long as the shares of Series A Preferred Stock remain outstanding, and (ii) 0.000002% of the Corporation’s net profits for the immediately preceding fiscal year (as shown on the Corporation’s audited financial statements for such year). Dividends shall (i) be calculated annually as of the last day of each fiscal year; (ii) accrue and be payable quarterly in arrears, on June 30, September 30, December 31 and March 31 of the subsequent fiscal year (each such date being referred to herein as a "QUARTERLY DIVIDEND PAYMENT DATE"), except that if any Quarterly Dividend Payment Date is not a Business Day then the Quarterly Dividend Payment Date shall be on the first immediately succeeding Business Day; and (iii) be payable in cash.

Conditions to Payment of Dividends .

(i)

Notwithstanding anything contained herein to the contrary, in the event the Corporation does not have a net profit for any fiscal year (as shown on the Corporation’s audited financial statements for such year), no dividends shall accrue, cumulate, or be payable on the Series A Preferred Stock during the succeeding fiscal year; and

(ii)

Nothing contained herein shall be deemed to establish or require any payment or other charges in excess of the maximum permitted by applicable law, or require the Corporation to pay dividends except out of assets legally available for that purpose.

Dividends Other Than Cash. Subject to the foregoing, if the Corporation shall declare a distribution payable in securities of persons or entities other than the Corporation, evidences of indebtedness issued by the Corporation or other persons or entities, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, in each such case, the holders of Series A Preferred Stock shall be entitled to a proportionate share of any such distribution as though the holders of Series A Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series A Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation who are entitled to receive such distribution.

IV.

PREFERENCE ON LIQUIDATION

A. Series A Preference. In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holders of the outstanding shares of Series A Preferred Stock shall be entitled to be paid out of the assets of the Corporation available for distribution to its shareholders, whether from capital, surplus funds or earnings, and before any payment is made in respect of the shares of Common Stock, an amount equal to $2.50 per share of Series A Preferred Stock, subject to adjustment for stock dividends, combinations, splits, recapitalizations and the like with respect to the Series A Preferred Stock, plus any and all accrued but unpaid dividends (the “ Series A Preference Price ”).

B. Certain Transactions. A consolidation or merger of the Corporation with or into any other corporation or corporations, or a sale of all or substantially all of the assets of the Corporation (other than a sale or transfer to a wholly owned subsidiary of the Corporation), shall, at the option of the holders of the Series A Preferred, be deemed a liquidation, dissolution or winding up within the meaning of this Article IV if the shares of stock of the Corporation outstanding immediately prior to such transaction represent immediately after such transaction less than a majority of the voting power of the surviving corporation (or of the acquirer of the Corporation’s assets in the case of a sale of assets). Such option may be exercised by the vote or written consent of holders of a majority of the Series A Preferred at any time within thirty (30) days after written notice (which shall be given promptly) of the essential terms of such transaction shall have been given to the holders of the Series A Preferred in the manner provided by law for the giving of notice of meetings of shareholders.

VOTING

The holders of Series A Preferred Stock shall not be entitled to vote on any matters submitted or required to be submitted to a vote of the shareholders of the Corporation, except as otherwise required by law or expressly provided herein, in which case every holder of Series A Preferred Stock shall be entitled to the number of votes equal to two (2) times the number of whole shares of Common Stock into which such shares of Series A Preferred Stock are convertible pursuant to the provisions hereof, at the record date for the determination of shareholders entitled to vote on such matters or, if no such record date is established, at the date such vote is taken or any written consent of shareholders is solicited. In each such case, except as otherwise required by law or expressly provided herein, the holders of shares of Series A Preferred Stock and Common Stock shall vote together and not as separate classes.

VI.

CONVERSION

The holders of the outstanding shares of Series A Preferred Stock shall have the following conversion rights (the “Conversion Rights”):

A. Right to Convert. At the option of the holder thereof, each share of Series A Preferred Stock shall be convertible, at the office of the Corporation, at any time three (3) months after the date of issuance of such shares, into ten (10) fully paid and non-assessable shares of the Corporation’s Common Stock.

B. Mechanics of Conversion. Each holder of outstanding shares of Series A Preferred Stock who desires to convert the same into shares of Common Stock shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation together with written notice to the Corporation stating that such holder elects to convert the same and the number of shares of Series A Preferred Stock being converted (the “Conversion Notice”). Thereupon, the Corporation shall issue and deliver to such holder a certificate or certificates for the number of shares of Common Stock to which such holder is entitled and shall promptly pay all declared but unpaid dividends on the shares of Series A Preferred Stock being converted. Such conversion shall be deemed to have been made on the date of such surrender of the certificate or certificates representing the shares of Series A Preferred Stock to be converted together with the Conversion Notice (the “Conversion Date”), and the person entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder of such shares of Common Stock on the Conversion Date.

upon any conversion shall be proportionately decreased and, conversely, if the Corporation at any time, or from time to time, after the Filing Date combines the outstanding shares of Common Stock, the number of shares of Common Stock to be issued upon any conversion shall be proportionately increased. Any adjustment under this Section C shall be effective on the close of business on the date such division or combination becomes effective.

D. Adjustment for Certain Dividends and Distributions. If the Corporation at any time or from time to time after the Filing Date pays or fixes a record date for the determination of holders of shares of Common Stock entitled to receive a dividend or other distribution in the form of shares of Common Stock, or rights or options for the purchase of, or securities convertible into, Common Stock, then in each such event the number of shares of Common Stock to be issued upon any conversion shall be decreased, as of the time of such payment or, in the event a record date is fixed, as of the close of business on such record date, by multiplying the number of shares of Common Stock to be issued upon any conversion by a fraction (1) the numerator of which shall be the total number of shares of Common Stock outstanding immediately prior to the time of such payment or the close of business on such record date and (2) the denominator of which shall be (a) the total number of shares of Common Stock outstanding immediately prior to the time of such payment or the close of business on such record date plus (b) the number of shares of Common Stock issuable in payment of such dividend or distribution or upon exercise of such option or right of conversion; provided, however, that if a record date is fixed and such dividend is not fully paid or such other distribution is not fully made on the date fixed therefor, the number of shares of Common Stock to be issued upon any conversion shall not be decreased as of the close of business on such record date as hereinabove provided as to the portion not fully paid or distributed and, thereafter, the number of shares of Common Stock to be issued upon any conversion shall be decreased pursuant to this Section D as of the date or dates of actual payment of such dividend or distribution.

E. Adjustments for Other Dividends and Distributions. If the Corporation at any time or from time to time after the Filing Date pays, or fixes a record date for the determination of holders of shares of Common Stock entitled to receive, a dividend or other distribution in the form of securities of the Corporation other than (i) shares of Common Stock or (ii) rights or options for the purchase of, or securities convertible into, Common Stock, then in each such event provision shall be made so that the holders of outstanding shares of Series A Preferred Stock shall receive upon conversion thereof, in addition to the number of shares of Common Stock receivable thereupon, the amount of securities of the Corporation that they would have received had their respective shares of Series A Preferred Stock been converted into shares of Common Stock on the date of such event and had such holders thereafter, from the date of such event to and including the actual Conversion Date of their shares, retained such securities, subject to all other adjustments called for during such period under this Article VI with respect to the rights of the holders of the outstanding shares of Series A Preferred Stock.

F. Adjustment for Reclassification, Exchange and Substitution. If, at any time or from time to time after the Filing Date, the number of shares of Common Stock issuable upon conversion of the shares of Series A Preferred Stock is changed into the same or a different number of shares of any other class or classes of stock or other securities, whether by recapitalization, reclassification or otherwise (other than a recapitalization, division or combination of shares or stock dividend or a reorganization, merger, consolidation or sale of assets provided for elsewhere in this Article VI), then in any such event each holder of outstanding shares of Series A Preferred Stock shall have the right thereafter to convert such shares of Series A Preferred Stock into the same kind and amount of stock and other securities receivable upon such recapitalization, reclassification or other change, as the maximum number of shares of Common Stock into which such shares of Series A Preferred Stock could have been converted immediately prior to such recapitalization, reclassification or change, all subject to further adjustment as provided in this Article VI.

G. Reorganizations, Mergers, Consolidations or Sales of Assets. If, at any time or from time to time after the Filing Date, there is a capital reorganization of the Common Stock (other than a recapitalization, division, combination, reclassification or exchange of shares provided for elsewhere in this Article VI), a merger or consolidation of the Corporation into or with another corporation or a sale of all or substantially all of the Corporation’s properties and assets to any other person, then, as a part of such capital reorganization, merger, consolidation or sale, provision shall be made such that: (i) the holders of outstanding shares of Series A Preferred Stock shall thereafter receive upon conversion thereof the number of shares of stock or other securities or property of the Corporation, or of the successor corporation resulting from such merger or consolidation or sale, to which a holder of the number of shares of Common Stock into which their shares of Series A Preferred Stock were convertible would have been entitled on such capital reorganization, merger, consolidation or sale; and (ii) the provisions of this Article VI (including adjustment of the number of shares of Common Stock to be issued upon any conversion and the number of shares into which the shares of Series A Preferred Stock may be converted) shall be applicable after that event and be as nearly equivalent to such Conversion Prices and number of shares as may be practicable. In any such case, appropriate adjustment shall be made in accordance with the provisions of this Article VI with respect to the rights of the holders of the outstanding shares of Series A Preferred Stock after the capital reorganization, merger, consolidation, or sale.

H. Fractional Shares. No fractional shares of Common Stock shall be issued upon conversion of the shares of Series A Preferred Stock. If any fractional shares result from a conversion, the total number of shares of Common Stock issued upon conversion shall be rounded down to the total number of whole shares of Common Stock issuable upon conversion.

VII.

RESTRICTIONS AND LIMITATIONS

•

Voting Limitations . So long as any shares of Series A Preferred Stock remain outstanding, the Corporation, without the approval by vote or written consent of the holders of a majority of the then outstanding shares of Series A Preferred Stock, voting as a separate class, shall not take any action that would:

•

amend, modify, alter or repeal this Certificate of Designation or the provisions of the Series A Preferred Stock contained herein (whether by merger, consolidation, reclassification, reorganization or otherwise);

•

amend, modify, alter or repeal the Articles of Incorporation or By-Laws of the Corporation (whether by merger, consolidation, reclassification, reorganization or otherwise) so as to change or materially and adversely affect any right, preference, obligation, privilege or voting power of the Series A Preferred Stock;

•

authorize, create, issue, increase or decrease the authorized amount of any class or series of stock, including but not limited to the authorization or issuance of any more shares of Series A Preferred Stock, ranking pari passu with or senior to the Series A Preferred Stock, with respect to maturity dates, dividend payments, redemption features, conversion rights, or distribution of assets on liquidation, dissolution or winding up;

•

redeem, purchase or otherwise acquire, directly or indirectly, any shares of capital stock of the Corporation or any of its subsidiaries or any option, warrant or other right to purchase or acquire any such shares, or any other security, other than (A) the redemption of Series A Preferred Stock pursuant to the terms hereof, or (B) the repayment or prepayment of any indebtedness in the ordinary course of business;

•

reclassify the Corporation’s outstanding securities;

•

increase the authorized number of Series A Preferred Stock; or

•

enter into any agreement with respect to the foregoing.

•

Limitations on Conversion .

(i) Beneficial Ownership . Notwithstanding anything to the contrary contained herein, the Corporation shall not effect any conversion of Series A Preferred Stock, and no holder shall have the right to convert any Series A Preferred Stock (or otherwise acquire conversion shares with respect to Series A Preferred Stock), to the extent that after giving effect to the issuance of Common Stock upon such conversion (or other issuance), the holder would beneficially own in excess of 4.9% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon such conversion (including for such purpose the

shares of Common Stock issuable upon such conversion or issuance) (“ Beneficial Ownership Limitation ”). For purposes of calculating the Beneficial Ownership Limitation, the number of shares of Common Stock beneficially owned by such holder shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder (including without limitation Regulation 13D-G), provided, however , that such beneficial ownership shall exclude any shares of Common Stock issuable upon conversion, exchange or conversion of (or purchase of Common Stock under) any convertible securities or options outstanding at the time of determination and beneficially owned by such holder which contain a limitation on conversion, exchange, conversion or purchase analogous to the Beneficial Ownership Limitation contained herein. To the extent that the Beneficial Ownership Limitation contained herein applies, the determination of whether and to what extent a holder’s Series A Preferred Stock is convertible (vis-à-vis other convertible securities or options, including without limitation other Series A Preferred Stock, beneficially owned by such holder) shall be on the basis of first submission to the Corporation for conversion, exchange, conversion or purchase, as the case may be, or as otherwise determined in the sole discretion of such holder, and the submission of a Conversion Notice shall be deemed to be such holder’s determination of whether and to what extent such holder’s Series A Preferred Stock is convertible (vis-à-vis such other convertible securities or options), in each case subject to the Beneficial Ownership Limitation. In determining the number of outstanding shares of Common Stock for purposes of calculating the Beneficial Ownership Limitation, the holder may rely on the number of outstanding shares of Common Stock as reflected in (i) the Corporation’s most recent periodic report containing such information, (ii) a more recent public announcement by the Corporation, or (iii) any other notice or disclosure by the Corporation or the Corporation’s transfer agent setting forth the number of shares of Common Stock outstanding, and the holder may rely on knowledge it may have concerning any shares of Common Stock issued which are not reflected in the preceding clauses (i) through (iii) ( e.g ., issuances to such holder upon a prior conversion of Series A Preferred Stock since the date as of which such number of outstanding shares of Common Stock was reported). Upon the written or oral request of the holder, the Corporation shall within two (2) Business Days confirm orally and in writing to such holder the number of shares of Common Stock then outstanding. Each delivery of a Conversion Notice by a holder will constitute a representation by such holder that it has evaluated the limitation set forth in this paragraph and determined, based on this paragraph, that the issuance of the full number of conversion shares requested in such Conversion Notice is permitted under this paragraph, and the Corporation shall have no obligation to verify or confirm such determination. No conversion of Series A Preferred Stock in violation of this paragraph but otherwise in accordance herewith shall affect the status of the conversion shares as validly issued, fully-paid and nonassessable. By written notice to the Corporation, a holder may at any time and from time to time increase or decrease its Maximum Ownership Percentage to any other percentage specified in such notice (or specify that the Beneficial Ownership Limitation shall no longer be applicable to such

holder), provided, however , that (A) any such increase (or inapplicability) shall not be effective until the sixty-first (61st) day after such notice is delivered to the Corporation, (B) any such increase or decrease shall apply only to such holder and not to any other holders of Series A Preferred Stock, and (C) the Maximum Ownership Percentage shall not be less than 4.9%. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this paragraph to correct this provision (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The Beneficial Ownership Limitation contained in this paragraph shall apply to a successor holder of Series A Preferred Stock. If at any time the Beneficial Ownership Limitation makes any Series A Preferred Stock non-convertible in whole or in part, the Corporation shall not by reason thereof be relieved of its obligation to issue shares of Common Stock at any time or from time to time thereafter upon conversion of such Series A Preferred Stock as and when shares of Common Stock may be issued in compliance with such limitation.

VIII.

RESERVATION OF COMMON STOCK ISSUABLE UPON CONVERSION

The Corporation shall reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of the Series A Preferred Stock, a number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series A Preferred Stock.

IX.

PAYMENT OF TAXES UPON CONVERSION

The holder of shares of Series A Preferred Stock shall pay any and all taxes, including, without limitation, issue, transfer and income taxes, and other governmental charges that may be imposed in respect of the issue or delivery of shares of Common Stock upon conversion of such shares of Series A Preferred Stock.

NO RE-ISSUANCE OF SERIES A PREFERRED STOCK

Preferred Stock that the Corporation shall be authorized to issue; provided, however, that such shares shall be returned to the status of undesignated and unissued shares of preferred stock of the Corporation.

XI.

NOTICES

Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be effective (a) upon hand delivery or delivery by facsimile transmission (with confirmation received) at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second (2nd) business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:

to the Company:

eCrypt Technologies, Inc.

4750 Table Mesa Dr

Boulder, CO 80305

1.866.241.6868

to the Holder:

At the address set forth on the books and records of the Company or as specified in writing by Holder.

Any party hereto may from time to time change its address for notices by giving at least ten (10) days’ written notice of such changed address to the other party hereto.

Articles of Incorporation

filed pursuant to §7-90-301 , et seq. and §7- 102-102 of the Colorado Revised Statutes (C.R.S)

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(If there are more than three incorporators, mark this box □ and include an attachment stating the true names and mailing addresses of all additional incorporators.)

12. The corporation is authorized to issue		500,000,000	shares of common stock.
		(number)
(Additional classes of capital stock may be authorized and additional information regarding the corporation’s stock may be stated, mark this box n and include an attachment stating pertinent information.)

13. Additional information may be included pursuant to §7-102-102, C.R.S. and other organic statutes such as title 12, C.R.S. If applicable, mark this box n and include an attachment stating the additional information.

Notice:

Causing this document to be delivered to the secretary of state for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual’s act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes.
This perjury notice applies to each individual who causes this document to be delivered to the secretary of state, whether or not such individual is named in the document as one who has caused it to be delivered.

14. Name(s) and address(es) of the individual(s) causing the document to be delivered for filing:	Joiner			Gary		S
	(Last)			(First)		(Middle)		(Suffix)


	4750 Table Mesa Dr
	*(Street name and number)*
	Boulder				CO		80305
	(City)				(State)		(Postal/Zip Code)
							United States
	(Province – if applicable)						(Country – if not US)

(The document need not state the true name and address of more than one individual. However, if you wish to state the name and address of any additional individuals causing the document to be delivered for filing, mark this box □ and include an attachment stating the name and address of such individuals.)

Disclaimer:

This form, and any related instructions, are not intended to provide legal, business or tax advice, and are offered as a public service without representation or warranty. While this form is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form. Questions should be addressed to the user’s attorney.

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NOTICE:

This “image” is merely a display of information that was filed electronically. It is not an image that was created by optically scanning a paper document.

No such paper document was filed. Consequently, no copy of a paper document is available regarding this document.

Questions? Contact the Business Division. For contact information, please visit the Secretary of State’s web site.

Click the following links to view the attachments

Attachment 1

Preferred Stock

Attachment 2

Additional Information for Articles

Preferred Stock . The aggregate number of preferred shares which this corporation shall have the authority to issue is ten million (10,000,000) shares, each with no par value, which shares shall be designated "Preferred Stock." Shares of Preferred Stock may be issued from time to time in one or more series as determined by the Board of Directors. The Board of Directors is hereby authorized, by resolution or resolutions, to provide from time to time, out of the unissued shares of Preferred Stock not then allocated to any series of Preferred Stock, for a series of the Preferred Stock. Each such series shall have distinctive serial designations. Before any shares of any such series of Preferred Stock are issued, the Board of Directors shall fix and determine, and is hereby expressly empowered to fix and determine, by resolution or resolutions, the voting powers, full or limited, or no voting powers, and the designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations and restrictions thereof as provided by Colorado law. Before issuing any shares of a class or series, the corporation shall deliver to the secretary of state for filing articles of amendment to these articles of incorporation that set forth information required by Colorado law, including but not limited to, the designations, preferences, limitations, and relative rights of the class or series of shares.

Voting. Unless otherwise ordered by a court of competent jurisdiction, at all meetings of shareholders one-third of the shares of a voting group entitled to vote at such meeting, represented in person or by proxy, shall constitute a quorum of that voting group.

Indemnification. The corporation shall indemnify, to the maximum extent permitted by law, any person who is or was a director, officer, agent, fiduciary or employee of the corporation against any claim, liability or expenses arising against or incurred by such person made party to a proceeding because he is or was a director, officer, agent, fiduciary or employee of the corporation or because he was a director, officer, agent, fiduciary or employee of the corporation or because he is or was serving another entity as a director, officer, partner, trustee, employee, fiduciary or agent at the corporation's request. The corporation shall further have the authority to the maximum extent permitted by law to purchase and maintain insurance providing such indemnification.

Limitation on Director's Liability. No director of this corporation shall have any personal liability for monetary damages to the corporation or its shareholders for breach of his fiduciary duty as a director, except that this provision shall not eliminate or limit the personal liability of a director to the corporation or its shareholders for monetary damages for: (i) any breach of the director's duty of loyalty to the corporation or its shareholders; (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) voting for or assenting to a distribution in violation of Colorado Revised Statutes §7-106-401 or the articles of incorporation if it is established that the director did not perform his duties in compliance with Colorado Revised Statutes §7-108- 401, provided that the personal liability of a director in this circumstance shall be limited to the amount of the distribution which exceeds what could have been distributed without violation of Colorado Revised Statutes §7-106-401 or the articles of incorporation; or (iv) any transaction from which the director directly or indirectly derives an improper personal benefit. Nothing contained herein will be construed to deprive any director of his right to all defenses ordinarily available to a director nor will anything herein be construed to deprive any director of any right he may have for contribution from any other director or other person.

Non-Unanimous Written Consent . Unless these Articles of Incorporation require that an action be taken at a shareholders' meeting or unless shares are entitled to be voted cumulatively in the election of directors, any action required or permitted to be taken by the corporation may be authorized by written consent of fewer than all the voting shares. The consent must be obtained from the same number of voting shares as would be needed to authorize such action at a meeting if all of the shares entitled to vote thereon were present and voted. If shares are entitled to be voted cumulatively in the election of directors, shareholders may take action to elect or remove directors without a meeting only if these Articles of Incorporation do not require that such action be taken at a shareholders’ meeting, and all of the shareholders entitled to vote in the election or removal sign writings describing and consenting to the election or removal of the same directors.

Articles of Amendment

filed pursuant to §7-90-301 , et seq. and §7- 110-106 of the Colorado Revised Statutes (C.R.S)

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Exhibit A

ECRYPT TECHNOLOGIES, INC.

DESIGNATIONS, PREFERENCES, LIMITATIONS AND

RELATIVE RIGHTS OF

SERIES A CONVERTIBLE PREFERRED STOCK

DESIGNATION AND AMOUNT

II.

RANK

III.

DIVIDENDS

Conditions to Payment of Dividends .

(i)

(ii)

IV.

PREFERENCE ON LIQUIDATION

VOTING

VI.

CONVERSION

The holders of the outstanding shares of Series A Preferred Stock shall have the following conversion rights (the “Conversion Rights”):

C. Adjustment for Stock Splits and Combinations. If the Corporation at any time or from time to time after the date that the Amendment to the Articles creating the Series A Preferred Stock was filed with the Colorado Secretary of State (the “Filing Date”) effects a division of the outstanding shares of Common Stock, the number of shares of Common Stock to be issued upon any conversion shall be proportionately decreased and, conversely, if the Corporation at any time, or from time to time, after the Filing Date combines the outstanding shares of Common Stock, the number of shares of Common Stock to be issued upon any conversion shall be proportionately increased. Any adjustment under this Section C shall be effective on the close of business on the date such division or combination becomes effective.

conversion shall be decreased pursuant to this Section D as of the date or dates of actual payment of such dividend or distribution.

VII.

RESTRICTIONS AND LIMITATIONS

•

reclassify the Corporation’s outstanding securities;

•

increase the authorized number of Series A Preferred Stock; or

•

enter into any agreement with respect to the foregoing.

•

Limitations on Conversion .

to the issuance of Common Stock upon such conversion (or other issuance), the holder would beneficially own in excess of 4.9% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon such conversion (including for such purpose the shares of Common Stock issuable upon such conversion or issuance) (“ Beneficial Ownership Limitation ”). For purposes of calculating the Beneficial Ownership Limitation, the number of shares of Common Stock beneficially owned by such holder shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder (including without limitation Regulation 13D-G), provided, however , that such beneficial ownership shall exclude any shares of Common Stock issuable upon conversion, exchange or conversion of (or purchase of Common Stock under) any convertible securities or options outstanding at the time of determination and beneficially owned by such holder which contain a limitation on conversion, exchange, conversion or purchase analogous to the Beneficial Ownership Limitation contained herein. To the extent that the Beneficial Ownership Limitation contained herein applies, the determination of whether and to what extent a holder’s Series A Preferred Stock is convertible (vis-à-vis other convertible securities or options, including without limitation other Series A Preferred Stock, beneficially owned by such holder) shall be on the basis of first submission to the Corporation for conversion, exchange, conversion or purchase, as the case may be, or as otherwise determined in the sole discretion of such holder, and the submission of a Conversion Notice shall be deemed to be such holder’s determination of whether and to what extent such holder’s Series A Preferred Stock is convertible (vis-à-vis such other convertible securities or options), in each case subject to the Beneficial Ownership Limitation. In determining the number of outstanding shares of Common Stock for purposes of calculating the Beneficial Ownership Limitation, the holder may rely on the number of outstanding shares of Common Stock as reflected in (i) the Corporation’s most recent periodic report containing such information, (ii) a more recent public announcement by the Corporation, or (iii) any other notice or disclosure by the Corporation or the Corporation’s transfer agent setting forth the number of shares of Common Stock outstanding, and the holder may rely on knowledge it may have concerning any shares of Common Stock issued which are not reflected in the preceding clauses (i) through (iii) ( e.g ., issuances to such holder upon a prior conversion of Series A Preferred Stock since the date as of which such number of outstanding shares of Common Stock was reported). Upon the written or oral request of the holder, the Corporation shall within two (2) Business Days confirm orally and in writing to such holder the number of shares of Common Stock then outstanding. Each delivery of a Conversion Notice by a holder will constitute a representation by such holder that it has evaluated the limitation set forth in this paragraph and determined, based on this paragraph, that the issuance of the full number of conversion shares requested in such Conversion Notice is permitted under this paragraph, and the Corporation shall have no obligation to verify or confirm such determination. No conversion of Series A Preferred Stock in violation of this paragraph but otherwise in accordance herewith shall affect the status of the conversion shares as validly issued, fully-paid and nonassessable. By written notice to the Corporation, a holder may at any time and from time to time increase or decrease its Maximum Ownership Percentage to any other percentage specified in such notice (or specify that the Beneficial Ownership Limitation shall no longer be applicable to such holder), provided, however , that (A) any such increase (or inapplicability) shall not be effective until the sixty-first (61st) day after such notice is delivered to the Corporation, (B) any such increase or decrease shall apply only to such holder and not to any other holders of Series A Preferred Stock, and (C) the Maximum Ownership Percentage shall not be less than 4.9%. The provisions of this paragraph

shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this paragraph to correct this provision (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The Beneficial Ownership Limitation contained in this paragraph shall apply to a successor holder of Series A Preferred Stock. If at any time the Beneficial Ownership Limitation makes any Series A Preferred Stock non-convertible in whole or in part, the Corporation shall not by reason thereof be relieved of its obligation to issue shares of Common Stock at any time or from time to time thereafter upon conversion of such Series A Preferred Stock as and when shares of Common Stock may be issued in compliance with such limitation.

VIII.

RESERVATION OF COMMON STOCK ISSUABLE UPON CONVERSION

IX.

PAYMENT OF TAXES UPON CONVERSION

NO RE-ISSUANCE OF SERIES A PREFERRED STOCK

No share or shares of Series A Preferred Stock acquired by the Corporation by reason of conversion, redemption, purchase or otherwise shall be reissued as Series A Preferred Stock, and all such shares shall be canceled, retired and eliminated from the shares of Series A Preferred Stock that the Corporation shall be authorized to issue; provided, however, that such shares shall be returned to the status of undesignated and unissued shares of preferred stock of the Corporation.

XI.

NOTICES

during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second (2nd) business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:

to the Company:

eCrypt Technologies, Inc.

4750 Table Mesa Dr

Boulder, CO 80305

1.866.241.6868

to the Holder:

At the address set forth on the books and records of the Company or as specified in writing by Holder.

Any party hereto may from time to time change its address for notices by giving at least ten (10) days’ written notice of such changed address to the other party hereto.

ADVISORY BOARD AGREEMENT

THIS ADVISORY BOARD AGREEMENT (the “Agreement”) is made effective as of 26 day of March, 2014 (the “ Effective Date ”) by and between eCrypt Technologies, Inc., a Colorado corporation d/b/a Ecrypt Technologies, Inc., (the “ Company ”), and Howard Louie (the “ Advisor ”).

RECITALS

Company desires to obtain the services of Advisor to serve on the Company’s Board of Advisors (the “ AB ”), and the Advisor desires to serve on the AB, upon the following terms and conditions.

Company has spent significant time, effort, and money to develop certain Proprietary Information (as defined below), which Company considers vital to its business and goodwill.

The Proprietary Information may necessarily be communicated to or received by Advisor in the course of serving on the AB for the Company, and Company desires to obtain the Services of Advisor, only if, in doing so, it can protect its Proprietary Information and goodwill.

Company does not, however, desire to receive from Advisor, or for Advisor to either induce the use of or in connection with the performance of the Services, any information which is confidential to or ownership of which resides in a third party, whether acquired prior to or subsequent to Advisor’s retention hereunder.

AGREEMENT

NOW, THEREFORE, the parties hereby agree as follows:

Advisory Board Member . Company hereby retains Advisor to serve on its Advisory Board. The term of this Agreement (the “ Term ”) shall be the period commencing on the Effective Date and continuing for a period to two years following the Effective Date, unless sooner terminated in accordance with the provisions of paragraph 6 hereof.

Position, Duties, Responsibilities .

Duties. Advisor shall perform those services (“ Services ”) as reasonably requested by the Company from time to time, including, but not limited to the Services described on Exhibit A attached hereto. Advisor shall devote Advisor’s commercially reasonable efforts and attention to the performance of the Services for the Company on a timely basis. Advisor shall also make himself available to answer questions, provide advice and provide Services to the Company upon reasonable request and notice from the Company.

Independent Contractor; No Conflict . It is understood and agreed, and it is the intention of the parties hereto, that Advisor is an independent contractor, and not the employee, agent, joint venture, or partner of Company for any purposes whatsoever. Advisor is skilled in providing the Services to the extent necessary, Advisor shall be solely responsible for any and all taxes related to the

receipt of any compensation under this Agreement. Advisor hereby represents, warrants and covenants that Advisor has the right, power and authority to enter into this Agreement and that neither the execution nor delivery of this Agreement, nor the performance of the Services by Advisor will conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which Advisor is now or hereinafter becomes obligated.

Compensation, Benefits, Expenses .

Compensation . As full and complete consideration of the Services to be rendered hereunder, the Company shall issue Advisor a total of up to 13,462,000 common stock purchase warrants, which warrants shall be issued pursuant to the terms and conditions of the Warrant Agreement in the form attached hereto as Exhibit B . Each warrant shall entitle the holder to purchase one (1) share of the Company’s common stock at a price of $0.05 per share for a period of three (3) years from the Effective Date of this Agreement. A total of 1,682,750 of such warrants shall be issued to Advisor simultaneously with the execution of this Agreement, and the balance of such warrants shall be issued in equal quarterly intervals thereafter as long as this Agreement remains in effect. Accordingly, on the date which is three (3) months after the date of execution of this Agreement, if this Agreement is then in effect, an additional 1,682,750 warrants shall be issued to Advisor, and on each of the six (6) successive quarterly anniversary dates thereafter, an additional 1,682,750 warrants shall be issued to Advisor. Each quarterly issuance of warrants under the terms of this Agreement shall be represented by a separate Warrant Agreement.

Reimbursement of Expenses . During the Term of this Agreement, the Company shall reimburse Advisor for costs and expenses incurred by Advisor in connection with the Services as follows:

(i)$5,000 upon the mutual execution of this Agreement for expenses previously incurred by Advisor, payable as follows: (a) $2,500 upon the execution of this Agreement; and (b) $2,500 shall accrue as an obligation of the Company payable to Advisor upon earlier of (1) the Company’s completion of a financing in excess of $3,000,000, or (2) three years after the Effective Date; and

(ii) $3,000 per month payable as follows: (a) $1,000 on the first day of each month throughout the Term; and (b) $2,000 shall accrue as an obligation of the Company payable to Advisor upon the earlier of (1) the Company’s completion of a financing in excess of $3,000,000, or (2) three years after the Effective Date.

Proprietary Information; Work Product; Non-Disclosure .

Defined . Company has conceived, developed and owns, and continues to conceive and develop, certain property rights and information, including but not limited to its business plans and objectives, client and customer information, financial projections, marketing plans, marketing materials, logos, and designs, and technical date, inventions, processes, know-how, algorithms, formulae, franchises, databases, computer programs, computer software, user interfaces, source codes, object codes, architectures and structures, display screens, layouts, development tools and instructions, templates, and other trade secrets, intangible assets and industrial or proprietary property rights which may or may not be related directly or indirectly to Company’s software business and all documentation, media or other tangible embodiment of or relating to any of the foregoing and all proprietary rights herein of Company (all of which are hereinafter referred to as the “ Proprietary Information) . Although certain information may be generally known in the relevant industry, the fact that Company uses it may not be so known. In such instance, the knowledge that Company uses the information would comprise Proprietary Information. Furthermore, the fact that various fragments of information or data may be generally known

in the relevant industry does not mean that the manner in which Company combines them, and the results obtained thereby, are known. In such instances, that would also comprise Proprietary Information.

General Restrictions on Use . Advisor agrees to hold all Proprietary Information in confidence and not to, directly or indirectly, disclose, use, copy, publish, summarize, or remove from Company’s premises and Proprietary Information (or remove from the premises any other property of Company), except (i) during the consulting relationship to the extent authorized and necessary to carry out Advisor’s responsibilities under this Agreement, and (ii) after termination of the consulting relationship, only as specifically authorized in writing by Company. Notwithstanding the foregoing, such restrictions shall not apply to: (x) information which Advisor can show was rightfully in Advisor’s possession at the time of disclosure by Company; (y) information which Advisor can show was received from a third party who lawfully developed the information independently of Company or obtained such information from Company under conditions which did not require that it be held in confidence; or (z) information which, at the time of disclosure, is generally available to the public.

Ownership of Work Product . All Work Product shall be considered work(s) made by Advisor for hire for Company and shall belong exclusively to Company and its designees. If by operation of law, any of the Work Product, including all related intellectual property rights, is not owned in its entirety by Company automatically upon creation thereof, the Advisor agrees to assign, and hereby assigns, to Company and its designees the ownership of such Work Product, including all related intellectual property rights. “ Work Product ” shall mean any writings (including excel, power point, emails etc.), programming, documentation, data compilations, reports, and any other media, materials, or other objects produced as a result of Advisor’s work or delivered by Advisor in the course of performing that work.

Incidents and Further Assurances . Company may obtain and hold in its own name copyrights, registrations, and other protection that may be available to the Advisor. Advisor agrees to provide any assistance required to perfect such protection. Advisor agrees to take such further actions and execute and deliver such further agreements and other instruments as Company may reasonably request to give effect to this Section 4.

Return of Proprietary Information . Upon termination of this Agreement, Advisor shall upon request by the Company promptly deliver to Company at Company’s sole cost and expense, all drawings, blueprints, manuals, specification documents, documentation, source or object codes, tape discs and any other storage media, letters, notes, notebooks, reports, flowcharts, and all other materials in its possession or under its control relating to the Proprietary Information and/or Services, as well as all other property belonging to Company which is then in Advisor’s possession or under its control. Notwithstanding the foregoing, Advisor shall retain ownership of all works owned by Advisor prior to commencing work for Company hereunder, subject to Company’s nonexclusive, perpetual, paid up right and license to use such works in connection with its use of the Services and any Work product.

Remedies/Additional Confidentiality Agreements . Nothing in this Section 4 is intended to limit any remedy of Company under applicable state or federal law. At the request of Company, Advisor shall also execute Company’s standard “Confidentiality Agreement” or similarly named agreement as such agreement is currently applied to and entered into by Company’s most recent employees.

Non-Compete . During the Term, Advisor shall provide the Company with prior written notice if Consultant intends to provide any services, as an employee, consultant or otherwise, to any person, company or entity that competes directly with the Company, which written notice shall include the name of the competitor. During that period that is six (6) months after the termination of this Agreement, Advisor shall provide the Company with written notice any time that Advisor provides any services, as an employee, consultant or otherwise, to any person, company or entity that competes directly

with the Company.

Termination . Advisor shall have the right to terminate this Agreement at any time and for any reason upon not less than ten (10) days prior written notice to the Company. The Company shall have the right to terminate this Agreement for cause upon not less than ten (10) days prior written notice to Advisor. The provisions of paragraph 3(b)(i), 3(b)(ii), 4 and 5 shall survive the termination of this Agreement either by the Advisor or the Company.

Miscellaneous .

Notices . All notices required under this Agreement shall be deemed to have been given or made for all purposes upon receipt of such written notice or communication. Notices to each party shall be sent to the address set forth below the party’s signature on the signature page of this Agreement. Either party hereto may change the address to which such communications are to be directed by giving written notice to the other party hereto of such change in the manner provided above.

Entire Agreement . This Agreement and any documents attached hereto as Exhibits constitute the entire agreement and understanding between the parties with respect to the subject matter herein and therein, and supersede and replace any and all prior agreements and understandings, whether oral or written with respect to such matters. The provisions of this Agreement may be waived, altered, amended or replaced in whole or in part only upon the written consent of both parties to this Agreement.

Severability, Enforcement . If, for any reason, and provision of this Agreement shall be determined to be invalid or inoperative, the validity and effect of the other provisions herein shall not be affected thereby, provided that no such severability shall be effective if it causes a material detriment to any party.

Governing Law . The validity, interpretation, enforceability, and performance of this Agreement shall be governed by and construed in accordance with the laws of the State of Colorado. Venue for any and all disputes arising out of this Agreement shall be the City of Boulder, State of Colorado.

Injunctive Relief . The parties agree that in the event of any breach or threatened breach of any of the covenants in Section 4, the damage or imminent damage to the value and the goodwill of Company’s business will be irreparable and extremely difficult to estimate, making any remedy at law or in damages inadequate. Accordingly, the parties agree that Company shall be entitled to injunctive relief against Advisor in the event of any breach or threatened breach of any such provisions by Advisor, in addition to any other relief (including damages) available to Company under this Agreement or under applicable state or federal law.

Publicity . The Company shall, with prior written approval by Advisor, have the right to use the name, biography and picture of Advisor on the Company’s website, marketing and advertising materials.

IN WITNESS WHEREOF, each party hereto has duly executed this Agreement as of the Effective Date.

EXHIBIT A

Services.

As a member of the Advisory Board, you shall:

Participate in monthly Advisory calls

Be accessible to Company to provide guidance on business and technology strategy issues on an as-needed basis

Assist with identifying and sourcing additional talent for various roles within the Company

Assist the Company in obtaining financing

EXHIBIT B

WARRANT AGREEMENT

See Attached.

NEITHER THESE WARRANTS NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE WARRANTS HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.

ECRYPT TECHNOLOGIES, INC.

WARRANT

Original Issue Date: March 27, 2014

eCrypt Technologies, Inc., a Colorado corporation d/b/a Ecrypt Technologies, Inc., (the "Company" ), hereby certifies that, pursuant to the terms hereof, Howard Louie, (the "Holder" ), is entitled to purchase from the Company up to a total of 1,682,750 shares of Common Stock (each such share, a "Warrant Share" and all such shares, the "Warrant Shares" ) at any time and from time to time from and after the Original Issue Date and through and including March 26, 2017 hereinafter defined (the "Expiration Date" ).

This Warrant is subject to the following terms and conditions:

Definitions . As used in this Warrant, the following terms shall have the respective definitions set forth herein.

"Affiliate" means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 144.

"Business Day" means any day except Saturday, Sunday and any day that is a federal legal holiday in the United States or a day on which banking institutions in the State of Colorado are authorized or required by law or other government action to close.

"Common Stock" means the common stock of the Company, and any securities into which such common stock may hereafter be reclassified.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Fundamental Transaction" means any of the following: (1) the Company effects any merger or consolidation of the Company with or into another Person, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the

Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property.

“Colorado Courts” means the state and federal courts sitting in the State of Colorado.

“Original Issue Date” means March 27, 2014.

"Person" means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

"Rule 144" means Rule 144 promulgated by the Securities and Exchange Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Securities and Exchange Commission having substantially the same effect as such Rule.

"Securities Act" means the Securities Act of 1933, as amended.

"Trading Day" means (i) a day on which the Common Stock is traded on a Trading Market (other than the OTC Bulletin Board), or (ii) if the Common Stock is not listed on a Trading Market (other than the OTC Bulletin Board), a day on which the Common Stock is traded in the over-the-counter market, as reported by the OTC Bulletin Board, or (iii) if the Common Stock is not quoted on any Trading Market, a day on which the Common Stock is quoted in the over-the-counter market as reported by the Pink Sheets, LLC (or any similar organization or agency succeeding to its functions of reporting prices); provided, that in the event that the Common Stock is not listed or quoted as set forth in (i), (ii) and (iii) hereof, then Trading Day shall mean a Business Day.

"Trading Market" means whichever of the New York Stock Exchange, the NYSE Alternext Exchange, the NASDAQ National Market, the NASDAQ SmallCap Market or OTC Bulletin Board on which the Common Stock is listed or quoted for trading on the date in question.

"VWAP" means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg Financial L.P. (based on a Trading Day from 9:30 a.m. Eastern Time to 4:02 p.m. Eastern Time); (b) if the Common Stock is not then listed or quoted on a Trading Market and if prices for the Common Stock are then quoted on the OTC Bulletin Board, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the OTC Bulletin Board; (c) if the Common Stock is not then listed or quoted on the OTC Bulletin Board and if prices for the Common Stock are then reported in the “Pink Sheets” published by the Pink Sheets, LLC (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported; or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected by the Company.

Registration of Warrant . The Company shall register this Warrant upon records to be maintained by the Company for that purpose (the "Warrant Register" ), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

Registration of Transfers . The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at its address specified herein. Upon any such registration or transfer, a new Warrant to purchase Common Stock, in substantially the form of this Warrant (any such new Warrant, a "New Warrant" ), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a Warrant.

Exercise of Warrants .

Exercise of Warrant . Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Original Issue Date and on or before the Expiration Date by delivery to the Company of a duly executed facsimile copy of the Exercise Notice annexed hereto (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company); provided , however , within five (5) Trading Days of the date said Exercise Notice is delivered to the Company, if this Warrant is exercised in full, the Holder shall have surrendered this Warrant to the Company and the Company shall have received payment of the aggregate Exercise Price(as defined herein) of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Exercise Notice within five (5) business days of receipt of such notice. In the event of any dispute or discrepancy, the records of the Company shall be controlling and determinative in the absence of manifest error. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Exercise Price . The exercise price of the Common Stock under this Warrant shall be $0.05 per share (the “ Exercise Price ”), subject to adjustment in accordance with Section 8.

Cashless Exercise. This Warrant may also be exercised at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A) = the VWAP on the Trading Day immediately preceding the date of such election;

(B) = the Exercise Price of this Warrant, as adjusted; and

(X) = the number of Warrant Shares issuable upon exercise of this Warrant in accordance with the terms of this Warrant by means of a cash exercise rather than a cashless exercise.

Exercise Limitations .

Holder’s Restrictions . Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 3 or otherwise, to the extent that after giving effect to such issuance after exercise, such Holder (together with such Holder’s affiliates, and any other person or entity acting as a group together with such Holder or any of such Holder’s affiliates), as set forth on the applicable Exercise Notice, would beneficially own in excess of 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to such issuance. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such Holder and its affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, non-exercised portion of this Warrant beneficially owned by such Holder or any of its affiliates and (B) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by such Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by Holder that the Company is not representing to such Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by such Holder) and of which a portion of this Warrant is exercisable shall be in the sole discretion of a Holder, and the submission of an Exercise Notice shall be deemed to be Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by such Holder) and of which portion of this Warrant is exercisable, in each case subject to such aggregate percentage limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Form 10-Q or Form 10-K, as the case may be, (y) a more recent public announcement by the Company or (z) any other notice by the Company or the Company’s Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of Holder, the Company shall within two Trading Days confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by such Holder or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The provisions of this Section may be waived by such Holder, at the election of such Holder, upon not less than 61 days’ prior notice to the Company, and the provisions of this Section shall continue to apply until such 61st day (or such later date, as determined by such Holder, as may be specified in such notice of waiver).

Delivery of Warrant Shares .

(a)

To effect exercises hereunder, the Holder shall not be required to physically surrender this Warrant unless the aggregate Warrant Shares represented by this Warrant is being

exercised. Upon delivery of the Exercise Notice (in the form attached hereto) to the Company (with the attached Warrant Shares Exercise Log) at its address for notice set forth herein and upon payment of the Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, the Company shall promptly issue and deliver to the Holder, a certificate for the Warrant Shares issuable upon such exercise. A " Date of Exercise " means the date on which the Holder shall have delivered to the

Company: (i) the Exercise Notice (with the Warrant Exercise Log attached to it), appropriately completed and duly signed and (ii) payment of the Exercise Price for the number of Warrant Shares so indicated by the Holder to be purchased.

(b)

The Company's obligations to issue and deliver Warrant Shares in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of Warrant Shares. Nothing herein shall limit a Holder's right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company's failure to timely deliver certificates representing Warrant Shares upon exercise of the Warrant as required pursuant to the terms hereof.

Charges, Taxes and Expenses . Issuance and delivery of Warrant Shares upon exercise of this Warrant shall be made without charge to the Holder for any issue or transfer tax, withholding tax, transfer agent fee or other incidental tax or expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates for Warrant Shares or Warrants in a name other than that of the Holder. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.

Replacement of Warrant . If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction and customary and reasonable indemnity (which shall not include a surety bond), if requested. Applicants for a New Warrant under such circumstances shall also comply with such other reasonable regulations and procedures and pay such other reasonable third-party costs as the Company may prescribe. If a New Warrant is requested as a result of a mutilation of this Warrant, then the Holder shall deliver such mutilated Warrant to the Company as a condition precedent to the Company’s obligation to issue the New Warrant.

Reservation of Warrant Shares . The Company covenants that it will at all times reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of Warrant Shares which are then issuable and deliverable upon the exercise of this entire Warrant, free from preemptive rights or any other contingent purchase rights of Persons other than the Holder (taking into account the adjustments and restrictions of Section 8). The Company covenants that all Warrant Shares so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable.

Certain Adjustments . The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time as set forth in this Section 8.

(a)

Stock Dividends and Splits . If the Company, at any time while this Warrant is outstanding, (i) pays a stock dividend on its Common Stock or otherwise makes a distribution on any class of capital stock that is payable in shares of Common Stock, (ii) subdivides outstanding shares of Common Stock into a larger number of shares, or (iii) combines outstanding shares of Common Stock into a smaller number of shares, then in each such case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to clause (i) of this paragraph shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution, and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the effective date of such subdivision or combination.

(b)

Fundamental Transactions . If, at any time while this Warrant is outstanding there is a Fundamental Transaction, then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the "Alternate Consideration" ). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction shall, either (1) issue to the Holder a new warrant substantially in the form of this Warrant and consistent with the foregoing provisions and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof, or (2) purchase the Warrant from the Holder for a purchase price, payable in cash within five Trading Days after such request (or, if later, on the effective date of the Fundamental Transaction), equal to the Black Scholes value of the remaining unexercised portion of this Warrant on the date of such request. The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this paragraph (b) and insuring that the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.

(c)

Number of Warrant Shares . Simultaneously with any adjustment to the Exercise Price pursuant to this Section 8, the number of Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately, so that after such adjustment the aggregate Exercise Price payable hereunder for the adjusted number of Warrant Shares shall be the same as the aggregate Exercise Price in effect immediately prior to such adjustment.

(d)

Calculations . All calculations under this Section 8 shall be made to the nearest cent or the nearest 1/100th of a share, as applicable. The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account of the Company, and the disposition of any such shares shall be considered an issue or sale of Common Stock.

(e)

Notice of Adjustments . Upon the occurrence of each adjustment pursuant to this Section 8, the Company at its expense will promptly compute such adjustment in accordance with the terms of this Warrant and prepare a certificate setting forth such adjustment, including a statement of the adjusted Exercise Price and adjusted number or type of Warrant Shares or other securities issuable upon exercise of this Warrant (as applicable), describing the transactions giving rise to such adjustments and showing in detail the facts upon which such adjustment is based. Upon written request, the Company will promptly deliver a copy of each such certificate to the Holder and to the Company's Transfer Agent.

(f)

Notice of Corporate Events . If the Company (i) declares a dividend or any other distribution of cash, securities or other property in respect of its Common Stock, including without limitation any granting of rights or warrants to subscribe for or purchase any capital stock of the Company, (ii) authorizes or approves, enters into any agreement contemplating or solicits stockholder approval for any Fundamental Transaction or (iii) authorizes the voluntary dissolution, liquidation or winding up of the affairs of the Company, then the Company shall deliver to the Holder a notice describing the material terms and conditions of such transaction (but only to the extent such disclosure would not result in the dissemination of material, non-public information to the Holder) at least ten (10) calendar days prior to the applicable record or effective date on which a Person would need to hold Common Stock in order to participate in or vote with respect to such transaction, and the Company will take all steps reasonably necessary in order to insure that the Holder is given the practical opportunity to exercise this Warrant prior to such time so as to participate in or vote with respect to such transaction; provided, however, that the failure to deliver such notice or any defect therein shall not affect the validity of the corporate action required to be described in such notice.

Payment of Exercise Price . The Holder must pay the Exercise Price in immediately available funds at the time of exercise.

10.

No Fractional Shares .

No fractional shares of Warrant Shares will be issued in connection with any exercise of this Warrant. In lieu of any fractional shares which would, otherwise be issuable, the Company shall pay cash equal to the product of such fraction multiplied by the closing price of one Warrant Share as reported by the applicable Trading Market on the date of exercise.

11.

Notices . Any and all notices or other communications or deliveries hereunder (including, without limitation, any Exercise Notice) shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number specified in this Section prior to 5:00 p.m. (Colorado time) on a Trading Day, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number specified in this Section on a day that is not a Trading Day or later than 6:30 p.m. (Colorado time) on any Trading Day, (iii) the Trading Day following the date of mailing, if sent by nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given. The addresses for such communications shall be: (i) if to the Company, to Ecrypt Techonologies, Inc., c/o Brad Lever, 4750 Table Mesa Drive, Boulder, CO 80305, (or such other address as the Company shall indicate in writing in accordance with this Section), or (ii) if to the Holder, to the address or facsimile number appearing on the Warrant Register or such other address or facsimile number as the Holder may provide to the Company in accordance with this Section.

12.

Warrant Agent . The Company shall serve as warrant agent under this Warrant. Upon 10 days' notice to the Holder, the Company may appoint a new warrant agent. Any corporation into which the Company or any new warrant agent may be merged or any corporation resulting from any consolidation to which the Company or any new warrant agent shall be a party or any corporation to which the Company or any new warrant agent transfers substantially all of its corporate trust or shareholders services business shall be a successor warrant agent under this Warrant without any further

act. Any such successor warrant agent shall promptly cause notice of its succession as warrant agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder's last address as shown on the Warrant Register.

13.

Miscellaneous .

(a)

This Warrant shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns. Subject to the preceding sentence, nothing in this Warrant shall be construed to give to any Person other than the Company and the Holder any legal or equitable right, remedy or cause of action under this Warrant. This Warrant may be amended only in writing signed by the Company and the Holder and their successors and assigns.

(b)

All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of Colorado, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of this Warrant and the transactions herein contemplated ( “Proceedings” ) (whether brought against a party hereto or its respective Affiliates, employees or agents) shall be commenced exclusively in the Colorado Courts. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the Colorado Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that it is not personally subject to the jurisdiction of any Colorado Court, or that such Proceeding has been commenced in an improper or inconvenient forum. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Warrant or the transactions contemplated hereby. If either party shall commence a Proceeding to enforce any provisions of this Warrant, then the prevailing party in such Proceeding shall be reimbursed by the other party for its attorney’s fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Proceeding.

(c)

The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any of the provisions hereof.

(d)

In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and the parties will attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Warrant.

(e)

Prior to exercise of this Warrant, the Holder hereof shall not, by reason of by being a Holder, be entitled to any rights of a stockholder with respect to the Warrant Shares.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK,

SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its authorized officer as of the date first indicated above.

ECRYPT TECHNOLOGIES.

By: /s/Brad Lever

Name: Brad lever

Title:

Chief Executive Officer

EXERCISE NOTICE

ECRYPT TECHNOLOGIES, INC.

WARRANT DATED ______________

The undersigned Holder hereby irrevocably elects to purchase _____________ shares of Common Stock pursuant to the above referenced Warrant. Capitalized terms used herein and not otherwise defined have the respective meanings set forth in the Warrant.

(1)

The undersigned Holder hereby exercises its right to purchase _________________ Warrant Shares pursuant to the Warrant.

(2)

Payment shall take the form of (check applicable box):

[ ] in lawful money of the United States; or

[ ] the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 3(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 3(c).

(3)

By its delivery of this Exercise Notice, the undersigned represents and warrants to the Company that in giving effect to the exercise evidenced hereby the Holder will not beneficially own in excess of the number of shares of Common Stock (determined in accordance with Section 13(d) of the Securities Exchange Act of 1934) permitted to be owned under Section 10 of the Warrant to which this notice relates.

Dated: _______________, ________

Name of Holder:

(Print) _________________________________

By: ___________________________________

Name:_________________________________

Title: __________________________________

(Signature must conform in all respects to name of holder as specified on the face of the Warrant)

Warrant Shares Exercise Log

ECRYPT TECHNOLGIES, INC.

WARRANT ORIGINALLY ISSUED ____________

WARRANT NO. __

FORM OF ASSIGNMENT

[To be completed and signed only upon transfer of Warrant]

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ___________________________ the right represented by the above-captioned Warrant to purchase ____________ shares of Common Stock to which such Warrant relates and appoints ________________ attorney to transfer said right on the books of the Company with full power of substitution in the premises.

Dated: _______________, ____

_______________________________________

(Signature must conform in all respects to name of

holder as specified on the face of the Warrant)

_______________________________________

Address of Transferee

_______________________________________

In the presence of:

__________________________

DIRECTOR AGREEMENT

THIS DIRECTOR AGREEMENT, (this “Agreement”), dated as of the 27 day of March, 2014, by and between eCrypt Technologies, Inc., a Colorado corporation d/b/a Ecrypt Technologies, Inc., (“Company”), and Thomas Cellucci (“Director”).

RECITALS

WHEREAS , the existing directors of the Company would like to appoint Director to serve as director of the Company to fill a vacancy on the Company’s Board of Directors; and

WHEREAS , the parties desire and agree to enter into this Agreement with Director setting forth the terms and conditions upon which Director shall serve as director of the Company; and

WHEREAS , the Board has approved the terms of this Agreement.

AGREEMENT

NOW, THEREFORE , in consideration of the foregoing and of the mutual covenants and obligations hereinafter set forth, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Appointment; Election as Director . Existing directors have appointed Director as a director of the Company to fill a vacancy on the Board of Directors (the “Board”), pursuant to Article III, Section 11 of the Bylaws of the Company, to serve until the next annual meeting of shareholders. Thereafter, in the event Director desires to stand for reelection, and is nominated for reelection, the Company agrees to use its best efforts and powers to sustain and continue Director’s election as a member of the Board (the “Term”). This Agreement does not require the Company to nominate Director for reelection to the Board.

2. Duties and Extent of Services .

(a) During the Term, Director shall serve as a director of the Company and, in such capacity, shall provide those services required of a director under Company’s articles of incorporation and bylaws, as both may be amended from time to time, and under the Colorado revised Statutes, the federal securities laws and other state and federal laws and regulations, as applicable, and shall render such services as are customarily associated with and are incident to the position of director and such other services as Company may, from time to time, reasonably require of him consistent with such position. Such duties and responsibilities shall include, but shall not be limited to, attendance at all meetings of the Board, which shall occur at a minimum on a quarterly basis, and all meetings of stockholders of the Company.

(b) Director shall faithfully, competently and diligently perform to the best of his ability all of the obligations required of him as a director in accordance with the duty of loyalty and duty of care which the Director owes to the Company and its shareholders. Without limiting the preceding sentence, Company acknowledges that Director has other business commitments.

3. Restricted Stock Grant . As compensation for Director entering into this Agreement and performing his services hereunder, Director shall receive a total of one hundred and fifty thousand (150,000) shares of restricted common stock pursuant to the terms and conditions of the Restricted Shares Agreement attached hereto as Exhibit A , a copy of which is attached hereto and hereby incorporated by reference.

4. Confidential Information . The Director recognizes and acknowledges that the Director will have access to Confidential Information (as defined below) relating to the business or interests of the Company or of persons with whom the Company may have business relationships. Except as permitted herein, the Director will not during the Term of this Agreement, or at any time following termination of this Agreement, disclose or permit to be known to any other person or entity (except as required by applicable law or in connection with the performance of the Director’s duties and responsibilities hereunder), or use for the Director’s own improper benefit or gain, any Confidential Information of the Company. The term “Confidential Information” includes, without limitation, information relating to the development data, know-how, market studies and forecasts, competitive analyses, pricing policies, employee lists, employment agreements, personnel policies, the substance of agreements with customers, commercial contracts, suppliers and others, marketing arrangements, and customer lists and information relating to business operations and strategic plans of third parties with which the Company has or may be assessing commercial arrangements, any of which information is not generally known to the public or to actual or potential competitors of the Company (other than through a breach of this Agreement). Therefore, the Director will not, without the prior written consent of the Company’s Board of Directors, disclose such Confidential Information or use the same, provided, however, that in the course of the Director’s services to the Company, the Director’s may disclose such Confidential Information as the Director deems necessary to carry out the Director’s duties to the Company.This obligation shall continue until such Confidential Information becomes publicly available, other than pursuant to a breach of this Section 4 by the Director, regardless of whether the Director continues to serve the Company. It is further agreed and understood by and between the parties to this Agreement that all information and records relating to the Company, as hereinabove described, shall be the exclusive property of the Company and, upon termination of the Director’s service with the Company, all documents, records, reports, writings and other similar documents containing Confidential Information, including copies thereof, then in the Director’s possession or control shall be returned to and left with the Company.

5. Entire Agreement . This Agreement is intended by the parties as a final expression of their agreement with respect to the subject matter hereof and is intended as a complete and exclusive statement of the terms and conditions thereof and supersedes and replaces all prior negotiations and agreements between the parties hereto, whether written or oral, with respect to the subject matter hereof.

6. Governing Law . This Agreement shall be governed by and construed under the laws of the State of Colorado, applicable to contracts to be wholly performed in such State, without regard to the conflict of laws principles thereof.

7. Amendment . This Agreement may be amended, modified or superseded, and any of the terms hereof may be waived, only by a written instrument executed by the parties hereto.

8. Assignability . The obligations of Director may not be delegated and Director may not, without Company’s written consent thereto, assign, transfer, convey, pledge, encumber, hypothecate or otherwise dispose of this Agreement or any interest herein. Any such attempted delegation or disposition shall be null and void and without effect. Company and Director agree that this Agreement and all of Company’s rights and obligations hereunder may be assigned or transferred by Company to and shall be assumed by and be binding upon any successor to Company. The term “successor” means, with respect to Company or any of its subsidiaries, and corporation or other business entity which, by merger, consolidation, purchase of the assets or otherwise acquires all or a material part of the assets of Company.

9. Severability . If any provision of this Agreement or any part thereof is held to be invalid or unenforceable, the same shall in no way affect any other provision of this Agreement or remaining part thereof; which shall be given full effect without regard to the invalid or unenforceable part thereof.

10. Notices . All notices, requests, demands and other communications required or permitted to be given or made under this Agreement, shall be given or made in writing by registered or certified mail, return receipt requested, or by overnight carrier service or by facsimile transmission and will be deemed to have been given or made on the date following receipt or attempted delivery at the following locations:

To Director:

Thomas Cellucci

42757 Cedar Ridge Blvd.

Chantilly, VA 20152

Email: tom@cellucciassociates.com

To Company:

Ecrypt Technologies, Inc.

4750 Table Mesa Drive

Boulder, CO 80305

(303) 494-6309 (F)

Either party may change the address to which notices shall be sent by sending written notice of such change of address to the other party. Any such notices shall be deemed given, if delivered personally, upon receipt; if telecopied, when telecopied; if sent by courier service proving for next-day delivery, the next business day following deposit with such courier service; and if sent by certified or registered mail, three days after deposit (postage prepaid) with the U.S. mail service.

11. Representations and Warranties of Director . Director hereby represents and warrants to Company that: (i) Director’s execution, delivery and performance of this Agreement and any other agreement to be delivered pursuant to this Agreement will not violate, conflict with or result in the breach of any of the terms of, or constitute (or with notice or lapse of time or both, constitute) a default under, any agreement, arrangement or understanding with respect to Director’s employment or providing services to which Director is a party or by which Director is bound or subject; (ii) Director will comply with Director’s obligations to make the required section 16 filings with the Securities and Exchange Commission; and (iii) Director will comply with all of the Company’s corporate governance policies, which the Company’s anticipates will include, but not be limited to, a Code of Ethics and Insider Trading Policy.

12. Representations and Warranties of Company . Company hereby represents and warrants to Director that (i) it is a corporation duly organized, validly existing and in good standing under the laws of the State of Colorado, and has all requisite corporate power and authority to execute, deliver and perform this Agreement in accordance with the terms hereof, (ii) all necessary actions to authorize the Company’s execution, delivery and performance of this Agreement have been taken, (iii) this Agreement has been duly executed and delivered by the Company and constitutes its legal, valid, and binding obligation enforceable against it in accordance with the terms hereof, (iv) its execution, delivery and performance of this Agreement and any other agreement to be delivered pursuant to this Agreement will not violate, conflict with or result in the breach of any of the terms of, or constitute (or with notice or lapse of time or

both, constitute) a default under, any agreement, arrangement or understanding with respect to Director’s engagement or which otherwise related to Director’s relationship with the Company.

13. Indemnification . Company hereby agrees to indemnify and hold harmless Director, his affiliates (and such affiliates’ directors, officers, employees, agents and representatives) and permitted assigns, to the fullest extent permitted under Colorado law, from and against any and all losses, damages, liabilities, obligations, costs or expenses which are caused by or arise out of (i) any breach or default in the performance by the Company of any covenant or agreement of the Company contained in this Agreement, and (ii) any breach of warranty or inaccurate or erroneous representations made by the Company herein, and (iii) any and all actions, suits, proceedings, claims, demands, judgments, costs and expenses (including reasonable legal fees) incident to any of the foregoing. The Company shall advance any expenses reasonably incurred by Director in defending an indemnifiable action hereunder, with such expenses to be reimbursed by Director only in the event that a court of competent jurisdiction enters a binding judgment, order or decrees that Director acted in bad faith or in a manner he reasonably believed not to be in the best interests of the Company.

14.

Paragraph Headings . The paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

15.

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

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

ECRYPT TECHNOLOGIES, INC.

By: /s/Brad Lever

Brad Lever, Chief Executive Officer

DIRECTOR

By: /s/Thomas Cellucci

Thomas Cellucci

EXHIBIT A

Restricted Shares Agreement

RESTRICTED SHARES AGREEMENT

THIS RESTRICTED SHARES AGREEMENT (the “Agreement”) dated 27 day of March 2014 between eCrypt Technologies, Inc., a Colorado corporation d/b/a Ecrypt Technologies, Inc., (“Company”), and Thomas Cellucci (“Grantee”).

Grant of Restricted Shares . The Company hereby grants to Grantee effective as of September 25, 2012 (“Grant Date”), one hundred and fifty thousand (150,000) shares (“Restricted Shares”) of the Company’s common stock (“Shares”). This grant of Restricted Shares shall be subject to the applicable terms and conditions set forth below and is being granted pursuant to the eCrypt Technologies, Inc. Restricted Share Plan (“Plan”), which Plan is part of the eCrypt Technologies, Inc. Stock Compensation program (“Program”). The capitalized terms in this Agreement shall be defined in the provisions provided under the Program.

Restrictions During Restriction Period .

Forfeiture . The Restricted Shares shall be forfeited and transferred to the Company upon the Grantee’s termination of service with the Company within the “Restriction Period” (as defined below).

Transfer Restrictions . None of the Restricted Shares shall be sold, assigned, pledged, or otherwise transferred, voluntarily or involuntarily, by the Grantee during the “Restriction Period”.

Restriction Period . For purposes of this Agreement, the term “Restriction Period” shall mean the period commencing on the Grant date and ending on the first anniversary of the Grant date.

Lapse of restrictions. The restrictions set forth in the above portion of this section 2 shall lapse and no longer apply upon the earlier of (i) the expiration of the Restriction Period; (ii) the death of the Grantee; (iii) the termination of service of the Grantee due to “Disability” (as defined in the Plan); (iv) the occurrence of a “Corporate Transaction” as described below; or (v) the termination of service of the Grantee with the approval of the Board of Directors for purposes of the Plan.

In addition to the above events, the restrictions shall lapse as follows: (i) upon the mutual execution of this Agreement with respect to thirty seven thousand and five hundred (37,500) of the Restricted Shares; (ii) on the four (4) month anniversary of the Grant Date with respect to thirty seven thousand and five hundred (37,500) of the Restricted Shares; (iii) on the eight (8) month anniversary of the Grant Date with respect to thirty seven thousand and five hundred (37,500) of the Restricted Shares; or (iv) on the twelve (12) month anniversary of the Grant Date with respect to thirty seven thousand and five hundred (37,500) of the Restricted Shares.

Issuance of Shares; Registration; Withholding Taxes . As part of the grant under this Agreement, certificates for the Restricted Shares shall be issued in the Grantee’s name and shall be held in escrow by the Company until all restrictions lapse or such shares are forfeited as provided herein. A certificate or certificates representing the restricted Shares as to which restrictions have lapsed shall be delivered to the Grantee upon such lapse.

The Company may postpone the issuance or delivery of the Shares until (i) the receipt by the Company of such written representations or other documentation as the Company deems necessary to establish compliance with all applicable laws, rules and regulations, including applicable federal and state securities laws and listing requirements, if any; and (ii) the payment to the Company, upon its demand, of any amount requested by the Company to satisfy any federal, state or other governmental withholding tax requirements related to the issuance or delivery of the Shares. Grantee shall comply with any and all legal requirements relating to Grantee’s resale or other disposition of any Shares acquired under this Agreement. The certificates representing the Shares may bear such legend as described in Section 6 and as counsel to the Company otherwise deems appropriate to assure compliance with applicable law.

Changes in Capitalization; Reorganization .

Adjustments . The number of Restricted Shares shall be adjusted proportionately for any increase or decrease in the number of issued shares of Common Stock by reason of stock dividends, split-ups, recapitalizations, or other capital adjustments. Notwithstanding the foregoing, (i) no adjustment shall be made, unless the Committee determines otherwise, if the aggregate effect of all such increases and decreases occurring in any fiscal year is to increase or decrease the number of issued shares by less than five percent (5%) and (ii) any right to fractional shares resulting from any such adjustment shall be eliminated.

Corporate Transactions . Pursuant to Article 13 of the Program, in the event of (i) a dissolution or liquidation of the Company, (ii) merger or consolidation or reorganization of the Company in which the Company is not the surviving corporation, (iii) a merger or consolidation or reorganization in which the Company is the surviving corporation but after which the shareholders cease to own their own shares in the Company, (iv) the sale of substantially all of the assets of the Company, (v) the acquisition, sale, transfer of more than fifty percent (50%) of the outstanding shares of the Company (herein referring to (i) through (v) as “Corporate Transaction”), or (vi) the Board of Directors of the Company proposes that the Company enter into a Corporate Transaction, then the Committee may in its discretion accelerate the dates upon which any or all outstanding restrictions on the Restricted Shares granted to Grantee shall lapse.

Whenever deemed appropriate by the Committee, any action referred to in this Section 4(b) may be made conditional upon the consummation of the applicable Corporate Transaction.

Committee Determination . Any adjustments or other action pursuant to this Section 4 shall be made by the Committee, and the Committee’s determination as to what adjustments shall be made or actions taken, and the extent thereof, shall be final and binding.

Rights as Shareholder . The Grantee shall be entitled to all of the rights of a shareholder with respect to the Restricted Shares, including the right to vote such Shares and to receive dividends and other distributions (not including Share adjustments as described in Section 4(a) above) payable with respect to such Shares since the Grant Date.

Legends . All certificates evidencing Shares acquired under this Agreement in an unregistered transaction shall bear the following legend (and such other restrictive legends as are required or deemed advisable under the provisions of any applicable law):

THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL,

SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) OF RESTRICTED SHARE AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND ECRYPT TECHNOLOGIES, INC. COPIES OF SUCH AGREEMENT ARE ON FILE IN THE OFFICES OF ECRYPT TECHNOLOGIES, INC.

If, in the opinion of the Company and its counsel, any legend placed on a stock certificate representing Shares sold under this Agreement is no longer required, the Grantee under such certificate shall be entitled to exchange such certificate for a certificate representing the same number of Shares but without such legend.

83(b) Election . Under Section 83 of the Internal Revenue Code of 1986, as amended (the “Code”), the difference between the purchase price paid for the Restricted Shares and their Fair Market Value on the date any forfeiture restrictions applicable to such lapse will be reportable as ordinary income at that time. Grantee may elect to be taxed at the time the shares are acquired rather than when such shares cease to be subject to such forfeiture restrictions by filing an election under Section 83(b) of the Code with the Internal Revenue Service within 30 days following the date Grantee acquires the Restricted Shares. Grantee will have to make a tax payment to the extent the purchase price is less than the Fair Market value of the shares on the acquisition date. No tax payment will have to be made to the extent the purchase price is at least equal to the Fair Market Value of the shares on the date the Grantee acquitted the Restricted Shares. The form and instructions for making this election are attached as Exhibit A hereto. Failure to make this filing within the 30-day period will result in the recognition of ordinary income by Grantee (in the event the Fair Market Value of the shares increases after the date of acquisition) as the forfeiture restrictions lapse.

GRANTEE ACKNOWLEDGES THAT IT IS HIS SOLE RESPONSIBILITY, AND NOT THE COMPANY’S, TO FILE A TIMELY ELECTION UNDER SECTION 83(b), EVEN IF GRANTEE REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON HIS BEHALF. GRANTEE IS RELYING SOLELY ON HIS OWN ADVISORS WITH RESPECT TO THE DECISION AS TO WHETHER OR NOT TO FILE ANY 83(b) ELECTION.

Grantee Bound by Plan . Grantee hereby acknowledges receipt of a copy of the Plan and acknowledges that Grantee shall be bound by its terms, regardless of whether such terms have been set forth in the Agreement. Notwithstanding the foregoing, if there is an inconsistency between the terms of the Plan and the terms of this Agreement, Grantee shall be bound by the terms of the Plan.

Notices . Any notice or other communication made in connection with this Agreement shall be deemed duly given when delivered in person or mailed by certified mail, return receipt requested, to Grantee and Grantee’s address listed above or such other address of which Grantee shall have advised the Company by similar notice, or to the Company at its principal office, to the attention of the Committee.

10.

Miscellaneous . This Agreement and the Plan sets forth the parties’ final and entire agreement with respect to the subject matter hereof, may not be changed or terminated orally and shall be governed by and shall be construed in accordance with the laws of the State of Colorado, United States of America, despite the fact that one or both parties may be or shall become a resident of a different state or country. This Agreement shall bind and benefit Grantee, the heirs, distributes and personal representatives of Grantee, and the Company and its successors and assigns.

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


ECRYPT TECHNOLOGIES, INC.		GRANTEE
/s/Brad Lever		/s/ Thomas Cellucci
By: Brad Lever		By: Thomas Cellucci
Title: Chief Executive Officer

EXHIBIT A

ELECTION UNDER SECTION 83(b) OF

THE INTERNAL REVENUE CODE

THE UNDERSIGNED hereby makes an election pursuant to Section 83(b) of the Internal Revenue Code with respect to the property described below and supplies the following information in accordance with the regulations promulgated thereunder:

The name, address and social security number of the undersigned:

Name:__________________________________________________

Address:________________________________________________

________________________________________________________

Social Security Number:____________________________________

Description of property with respect to which the election is being made:

_____________ shares of common stock, no par value, of __________________, Inc. a Colorado corporation, (the “Company”).

The date on which the property was transferred is _______________, 20___.

The taxable year to which this election related is calendar year 20___.

Nature of restrictions to which the property is subject:

The shares of stock are subject to a Restricted Share Agreement between the undersigned and the Company. The shares of stock are subject to forfeiture under the terms of such agreement.

The fair market value of the property at the time of transfer (determined without regard to any lapse restriction) was $_________ per share, for a total of $_______________.

The amount paid by taxpayer for the property was $_______________.

A copy of this statement has been furnished to ____________________.

Dated: ______________, 20_______

_____________________________________

[NAME OF HOLDER]

PROCEDURES FOR MAKING ELECTION

UNDER INTERNAL REVENUE CODE SECTION 83(b)

The following procedures must be followed with respect to the attached form for making an election under Internal Revenue Code section 83(b) in order for the election to be effective:

You must file one copy of the completed election form with the IRS Service Center where you file your federal income tax returns within 30 days after the date you acquire your Restricted Stock.

At the same time you file the election form with the IRS, you must also give a copy of the election form to the Secretary of the Company.

You must file another copy of the election form with your federal income tax return (e.g. Form 1040) for the taxable year in which the stock id transferred to you.

* * * * *


ID number	20071190833

1. Entity name:	eCrypt technologies, Inc.
	(If changing the name of the corporation, indicate name before the name change)

2. New Entity name: (if applicable)

3. Use of Restricted Words (if any of these terms are contained in an entity name, true name of an entity, trade name or trademark stated in this document, mark the applicable box) :	□ “ bank ” or “ trust ” or any derivative thereof □ “ credit union ” □ “ savings and loan ” □ “ insurance ” , “ casualty ” , “ mutual ” , or “ surety ”

4. Other amendments, if any, are attached.

5. If the amendment provides for an exchange, reclassification or cancellation of issued shares, the attachment states the provisions for implementing the amendment

6. If the corporation’s period of duration as amended is less than perpetual, state the date on which the period of duration expires:
	(mm/dd/yyyy)
or
If the corporation’s period of duration as amended is perpetual, mark this box: n

7. (Optional) Delayed effective date:
	(mm/dd/yyyy)
Notice:
Causing this document to be delivered to the secretary of state for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual’s act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes.
This perjury notice applies to each individual who causes this document to be delivered to the secretary of state, whether or not such individual is named in the document as one who has caused it to be delivered.


ID number	20071190833

1. Entity name:	eCrypt technologies, Inc.
	(If changing the name of the corporation, indicate name before the name change)

2. New Entity name: (if applicable)

3. Use of Restricted Words (if any of these terms are contained in an entity name, true name of an entity, trade name or trademark stated in this document, mark the applicable box) :	□ “ bank ” or “ trust ” or any derivative thereof □ “ credit union ” □ “ savings and loan ” □ “ insurance ” , “ casualty ” , “ mutual ” , or “ surety ”

4. Other amendments, if any, are attached.

5. If the amendment provides for an exchange, reclassification or cancellation of issued shares, the attachment states the provisions for implementing the amendment

6. If the corporation’s period of duration as amended is less than perpetual, state the date on which the period of duration expires:
	(mm/dd/yyyy)
or
If the corporation’s period of duration as amended is perpetual, mark this box: n

7. (Optional) Delayed effective date:
	(mm/dd/yyyy)
Notice:
Causing this document to be delivered to the secretary of state for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual’s act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes.
This perjury notice applies to each individual who causes this document to be delivered to the secretary of state, whether or not such individual is named in the document as one who has caused it to be delivered.


COMPANY	ADVISORY BOARD MEMBER
Signature: /s/Brad Lever	Signature: /s/Howard Louie
Name: Brad Lever	Name: Howard Louie
Title: Chief Executive Officer

Address: 4750 Table Mesa Drive	Address:
Boulder CO 80305


Document must be filed electronically. Paper documents are not accepted. Fees & forms are subject to change. For more information or to print copies of filed documents, visit www.sos.state.co.us.	Colorado Secretary of State Date and Time: 03/31/2014 02:24 PM Id Number: 20071190833 Document number: 20141212990 Amount Paid: $25.00 ABOVE SPACE FOR OFFICE USE ONLY


8. Name(s) and address(es) of the individual(s) causing the document to be delivered for filing:	Joiner	Gary	S
	(Last)	(First)	(Middle)	(Suffix)


	4750 Table Mesa Dr.
	(Street name and number or Post Office information)
	Boulder	CO	80305
	(City)	(State)	(Postal/Zip Code)
			United States
	(Province – if applicable)		(Country – if not US)

(The document need not state the true name and address of more than one individual. However, if you wish to state the name and address of any additional individuals causing the document to be delivered for filing, mark this box □ and include an attachment stating the name and address of such individuals.)

Disclaimer:

This form, and any related instructions, are not intended to provide legal, business or tax advice, and are offered as a public service without representation or warranty. While this form is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form. Questions should be addressed to the user’s attorney.


Document processing fee If document is filed on paper $125.00 If document is filed electronically $ 25.00 Fees & forms/cover sheets are subject to change. To file electronically, access instructions for this form/cover sheet and other information or print copies of filed documents, visit www.sos.state.co.us and select Business Center. Paper documents must be typewritten or machine printed.	Colorado Secretary of State Date and Time: 04/19/2007 11:50 AM Id Number: 20071190833 Document number: 20071190833 ABOVE SPACE FOR OFFICE USE ONLY


1. Entity name:	eCrypt technologies, Inc.
	(The name of a corporation must contain the term or abbreviation “corporation”, “incorporated”, “company”, “limited”, “corp.”, inc.”, “co.” or “ltd”; If the corporation is a professional corporation, it must contain the term or abbreviation “professional corporation”, “p.c.”, or “pc” §7- 90-601, C.R.S.)

2. Use of Restricted Words (if any of these terms are contained in an entity name, true name of an entity, trade name or trademark stated in this document, mark the applicable box) :	□ “ bank ” or “ trust ” or any derivative thereof □ “ credit union ” □ “ savings and loan ” □ “ insurance ” , “ casualty ” , “ mutual ” , or “ surety ”

3. Principal office street address:	1 Weston Drive
	(Street name and number)
	Amargosa			NV		89020
	(City)			(State)		(Postal/Zip Code)
						United States
	(Province – if applicable)					(Country – if not US)

4. Principal office mailing address:
(if different from above)	(Street name and number)

	(City)			(State)		(Postal/Zip Code)

	(Province – if applicable)					(Country – if not US)

5. Registered agent: (if an individual):
	(Last)		(First)		(Middle)		(Suffix)
OR (if a business organization):	Frascona Joiner Goodman and Greenstein, P.C.

6. The person appointed as registered agent in the document has consented to being so appointed.

7. Registered agent street address:	4750 Table Mesa Dr.
	(Street name and number)
	Boulder			CO		80305
	(City)	(State)				(Postal/Zip Code)


8. Registered agent mailing address:
(LEAVE BLANK if same as above)	(Street name and number)

	(City)	(State)					(Postal/Zip Code)

	(Province – if applicable)						(Country – if not US)

9. If the corporation’s period of duration is less than perpetual, state the date on which the period of duration expires:
	(mm/dd/yyyy)
10. (OPTIONAL) Delayed effective date:
	(mm/dd/yyyy)
11. Name(s) and address(es) of incorporator(s): (if an individual)	Joiner		Gary		S
	(Last)		(First)		(Middle)			(Suffix)
OR (if a business organization)

	4750 Table Mesa Dr
	*(Street name and number)*
	Boulder			CO		80305
	(City)			(State)		(Postal/Zip Code)
						United States
	(Province – if applicable)					(Country – if not US)

(if an individual)
	(Last)			(First)	(Middle)			(Suffix)
OR (if a business organization)


	(Street name and number)

	(City)			(State)		(Postal/Zip Code)
						United States
	(Province – if applicable)					(Country – if not US)

(if an individual)
	(Last)		(First)		(Middle)			(Suffix)
OR (if a business organization)


	(Street name and number)

	(City)			(State)		(Postal/Zip Code)
						United States
	(Province – if applicable)					(Country – if not US)