Exhibit 10.2

FORM OF AMENDMENT #1 TO THE SHARE EXCHANGE AGREEMENT DATED JULY 21, 2021

THIS AMENDMENT #1 (the “Amendment”) TO THE SHARE EXCHANGE AGREEMENT dated July 21, 2021, is made effective as of July 16, 2021, by and between (i) C-Bond Systems, Inc. a Colorado corporation (the “Company”); (ii) Mobile Tint LLC, a Texas limited liability company (“Mobile”), (iii) the sole member of Mobile as set forth on the signature page hereto (the “Mobile Shareholder”) and (iv) Michael Wanke as the representative of the Mobile Shareholder (the “Shareholder Representative”).

BACKGROUND

A.       The Company, Mobile, Mobile Shareholder, and Shareholder Representative are the parties to that certain share exchange agreement dated June 30, 2021 (the “SEA”); and

B.       The Parties desire to amend the SEA as set forth expressly below.

NOW THEREFORE, in consideration of the execution and delivery of the Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.       The first sentence of Section 2.08(a) of the SEA shall be replaced with the following:

“(a) For U.S. federal income tax purposes, the Exchange and the Additional Closing (if exercised) are intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code and the Treasury Regulations promulgated thereunder.”

2.       The reference to “July 16, 2021” in the definition of “Termination Date” in the SEA shall be replaced with “July 21, 2021”.

3.       The definition of “Total EBIT Value” shall mean Mobile’s net income, before income tax expense and interest expense have been deducted, for the period beginning on July 1, 2021 and ending on June 30, 2023, plus fifty percent (50%) of the Mobile Shareholder’s Base Salary (as defined in that certain Executive Employment Agreement dated July 21, 2021, between the Mobile Shareholder and the Company).

4.       This Amendment shall be deemed part of, but shall take precedence over and supersede any provisions to the contrary contained in the SEA. Except as specifically modified hereby, all of the provisions of the SEA, which are not in conflict with the terms of this Amendment, shall remain in full force and effect.

[signature page to follow]

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

Exhibit 10.3

Mobile Tint LLC

A Texas Limited Liability Company

Form of Operating Agreement

Issued: July 2021

ARTICLE I.

DEFINITIONS

1.01 Definitions. The following terms used in this Agreement shall have the following meanings:

ARTICLE II.

COMPANY NAME AND PURPOSE

2. 01 Certificate of Formation and Name. The Company has been duly organized under the laws of the State of Texas in accordance with the Act and previously filed the Certificate of Formation. The name of the Company is Mobile Tint LLC. The Company will conduct business under this name and any assumed name filed for record with such assumed name being part of the intellectual property of the Company. The Company is or will be a domestic, for profit, limited liability company as that term is defined and regulated by the Act as of the effective date set forth above.

2.02  Purpose. The company's purpose is to transact and carry on all lawful business for which a limited liability company may be operated in accordance with the Act.

2.03  Principal Place of Business. The Company’s principal business office shall be located at 2029 Pat Booker Rd, Universal City, TX 78148. The Company may locate its place or places of business and registered office at any other place or places the Managers deem advisable, provided that the Managers notify the Members of the change within sixty (60) days of such change. This Agreement is performable in Bexar County, Texas.

2.05  Registered Office/Registered Agent. The Company's registered agent and office shall be Michael Wanke at 2029 Pat Booker Rd, Universal City, TX 78148. The registered office and registered agent may be changed by the Manager by filing the address of the new registered office and/or the name of the new registered agent with the Texas Secretary of State, pursuant to the Act. The Company shall maintain such records as required by the Act at its principal office, registered office or such other office designated by the Company. If the Managers change the Registered Agent or office, the Manager must notify the Members of the change within sixty (60) days of such change. Manager must inform the Exchanging Member of all correspondence with state or federal agencies, including but not limited to the Internal Revenue Service and the State of Texas.

2.06  Term. The term of the Company is perpetual unless the Company is earlier dissolved or merged with another entity and its affairs are wound up in accordance with either the provisions of this Agreement or the Act.

ARTICLE III.

MANAGERS

3. 01 Management. The business and affairs of the Company shall be managed by its Managers. The Managers shall direct, manage and control the business of the Company. Except for situations in which the approval of the Members is required by this Agreement or by non-waivable provisions of the Act, the Managers shall have the authority, power and discretion to manage and control the business, affairs and properties of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company's business. Only Managers have the authority to bind the company. Except as otherwise provided in this Agreement, all decisions, approvals, determinations and actions affecting the Company shall be determined, made, approved, or authorized only by an affirmative vote of a majority of all Managers. Abstentions and refusals to act upon any measure shall be considered as a vote in favor of the proposed measure. A Manager is deemed to have abstained whenever a response by that Manager has not been received within five (5) days after the time specified in this Agreement or in the notice for the response, whichever is applicable. An unresolved dispute amongst Managers regarding decision-making or the exercise of the powers listed in Paragraph 3.03 of this Agreement (that is, deadlock on a particular issue or matter) will be considered a fundamental business decision requiring Member approval and must be submitted to the Members for resolution and approval by Unanimous Vote. Except as provided herein, the Manager shall have full power and authority to conduct all day to day business of the Company. As an 80% owned subsidiary of the Exchanging Member, the Chief Executive Officer and the Board of Directors of Exchanging Member will be informed and must approve substantive (not day to day) decisions.

3.02   Number of Managers; Initial Managers. The Company shall have three (3) Managers. The initial Managers shall be Michael Wanke, Scott Silverman, and Allison Tomek, who shall serve as Managers until a resignation or removal in accordance with the terms of this Agreement. The Managers shall file such documents as may be necessary to reflect the Manager’s status as Manager of the Company. The Managers are not required to be a resident of the State of Texas nor shall they be required to be a Member of the Company. The number of Managers may also be increased or decreased by a Unanimous Vote. A Manager chosen to fill a position resulting from an increase in the number of Managers shall hold office until the Manager’s successor shall be elected and qualified, or until the Manager’s earlier death, resignation, Disability, Incapacity or removal. Entities acting as Managers shall act through their Designated Authority for all matters relating to the exercise of a Manager’s authority and voting. Any action of the Designated Authority taken on behalf of an Entity-Manager shall be deemed the lawfully approved action of the Entity serving as Manager, and the Designated Authority shall be deemed such Entity’s agent with authority to bind such Entity.

3.03  Limitation on Manager Powers.

The Managers shall NOT have the authority to perform or approve the following actions unless such action is also approved by a Unanimous Vote:

Unless authorized to do so by this Agreement or by the Managers of the Company, no attorney-in-fact, employee or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable for any purpose. No Member shall have any power or authority to bind the Company unless the Member has been authorized in writing by the Managers to act as an agent of the Company.

3.04  Manager’s Agreements. If more than one Manager is then serving, the Managers may designate or delineate duties between themselves so that one Manager overseas the operations or decision making for specific areas of the Company’s business so long as said ‘Manager’s Agreement’ is in writing and approved by a majority of Managers.

3.05  Election of Managers. The initially named Managers referenced above shall remain the Managers of the Company unless a successor for a given Manager is elected by Unanimous Vote or unless another provision of this Agreement would provide for their removal. Additional Managers may be added if elected in accordance with Section 3.07 below. Election of Managers shall occur at the annual meeting of the Company, regular meetings of the Members, or at any special meeting of the Members. Managers shall generally hold office until their successors are elected and qualified.

3.06  Resignations. Any Manager of the Company may resign at any time by giving written notice to the Members of the Company. The resignation of any Manager shall take effect upon receipt of that notice or at such later date specified in the notice and the acceptance of that resignation shall not be necessary to make it effective. The resignation of a Manager who is also a member shall not affect the Manager's rights as a Member and shall not constitute a withdrawal of a Member except as otherwise provided in this Agreement. A Manager shall be deemed to have resigned upon the Manager’s death, Disability, or Incapacity or, for a Manager that is an Entity, upon the Entity’s Designated Authority’s death, Disability, or Incapacity.

3.06  Removal. At a meeting called expressly for that purpose, all or any lesser number of Managers may be removed at any time, with or without cause, by Unanimous Vote. The removal of a Manager who is also a Member shall not affect the Manager's rights as a Member or their right to vote and shall not constitute a withdrawal of a Member except as otherwise provided in this Agreement. A Manager who is also a Member is permitted to vote as a Member in any such vote for removal without regard for the Member’s dual status as a Member and Manager.

3.07  Vacancy of Managers. Any vacancy occurring for any reason in the number of Managers of the Company may be filled by a Unanimous Vote by the Members no later than ninety (90) days after the vacancy occurs. A Manager elected to fill a vacancy shall be elected for the unexpired term of the Manager’s predecessor in office and shall hold office until the expiration of such term and until the Manager’s successor is elected and qualified or until the Manager’s earlier death, resignation or removal.

3.08  Manager Liability. No Manager of the Company shall be liable to the Company or its Members for any monetary or other damages for an act or omission in the Manager's capacity as a Manager, except for liability of a Manager for an Exculpation Exception and only for an act that would constitute an Exculpation Exception. If the Act or other applicable law is amended to authorize action further eliminating or limiting the liability of the Managers, then the liability of each Manager of the Company shall be eliminated or limited to the fullest extent permitted by the Act or other applicable law, as so amended, except as provided herein.

Any repeal or modification of the foregoing paragraph shall not adversely affect any right or protection of a Manager existing prior to or at the time of such repeal or modification, and such repeal or modification shall apply prospectively only.

A “breach” of this Article occurs as to a Manager for the purposes of this Agreement where a Manager has committed an Exculpation Exception.

Notwithstanding the foregoing, it shall be a defense to an Exculpation Exception that the Manager otherwise acted in accordance with the “business judgment rule” as outlined in Texas common law and, where Texas law is silent on a particular matter regarding the business judgment rule, as outlined under Delaware law.

3.09  Not Sole Enterprise. A Manager shall not be required to manage the Company as the Manager’s sole and exclusive function and the Manager may have other business interests and engage in activities in addition to those relating to the Company.

3.10  Managers' Meetings. Where only one Manager is then serving, no Manager’s meetings shall be required. Managers' meetings, regular or special, may be held either within or outside of the State of Texas. Managers may participate in such meetings in person or by use of telephone equipment or other electronic means allowing for confirmation of presence/attendance of the Manager (including electronic or online instant messaging services, software, or “chat rooms”). An annual meeting of the Managers may be held, and if held, shall be at such time and place as determined by the Managers. Additional or special meetings of the Managers shall be held whenever requested to do so by any Manager or the President (if elected) by providing ten (10) days electronic (via electronic mail) or written notice stating the date, time, place and purpose of the meeting. If all of the Managers execute a waiver of notice of the meeting, no notice shall be required, and said waivers may be initiated, confirmed, and executed via electronic mail messages originating from the Manager wishing to waive notice. Attendance of Managers at any meeting shall constitute a waiver of notice of such meeting, except where the Managers attend a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

3.11  Quorum.

a) One hundred percent (100%) of the Managers shall constitute a quorum for the transaction of business at all meetings of the Managers. The act of sixty-six percent (66%) of all Managers shall be the act of the Managers unless the act of a greater number is required by statute, by the Certificate of Formation or by this Agreement. If there is no quorum at a meeting of the Managers, then the meeting shall adjourn and a new notice be sent for a new meeting. If there is no quorum present at the successor meeting, then sixty-six percent (66%) present shall constitute a quorum, unless this action is prohibited by law. Notwithstanding this Article 3.12(a), the Managers may act by a writing signed by sixty-six percent (66%) of the Managers provided that one hundred percent (100%) of the Managers receive notice of the act five (5) days prior its execution.

b) Notwithstanding Article 3.12(a) any Manager may take the actions that the Manager is permitted to take pursuant to any Manager’s Agreement if promulgated in accordance with Paragraph 3.04 hereinabove.

3.12 Manager’s Proxy Voting. A Manager may not vote by Proxy.

3.13  Committees. The Managers may designate one or more committees to assist in the exercise of the management and business affairs of the Company, subject to the limitations set forth in the Act, and all amendments thereto. Any such committee, to the extent provided in such resolution, the Certificate of Formation, or by this Agreement, shall have and may exercise, subject to the control of the Managers, such powers and duties as prescribed and authorized by the Managers. Each such committee shall utilize the following minimum requirements and such other requirements as established by the Managers:

a) Each committee shall be comprised of at least one (1) Manager, who shall be the presiding chairman of the committee. The committee members shall be determined by the Manager. Committee members (with the exception of the presiding chairman) are not required to be either Managers or Members of the Company.

b) Any members of any such committee may be removed by the Manager, whenever in the Manager’s judgment the best interests of the Company will be served thereby.

c) The designation of one or more committees and the delegation of authority to any such committee shall not operate to relieve the Manager of any responsibility imposed upon the Manager by law.

d) The salaries and/or other compensation of the committee members, if any, shall be determined by unanimous vote of the Managers.

3.14 Compensation and Reimbursement. Manager compensation, if any, shall be established from time to time by Unanimous Vote. The Company shall also be responsible for paying all costs incurred by the Manager in the operation of the Company and preparation and distribution of reports and other communications concerning the Company. If any such costs and expenses are or have been paid by the Manager on behalf of the Company, then the Manager shall be entitled to be reimbursed for such payment from the Company. Any change in the Manager’s compensation set forth above must also be approved by Unanimous Vote.

3.15 Contracts with Managers and Members. No contract or other transaction between the Company and one or more of its Members or Managers or between the Company and another Entity or enterprise of which one or more of the Members or Managers hold an ownership interest, or in which they are otherwise interested, directly or indirectly, shall be invalid solely because of such relationship, or solely because such Member or Manager is present at or participates in the meeting of the Managers or committee thereof which authorizes the contract or other transactions or solely because his or their votes are counted for such purpose, if the material facts as to his relationship or interest and as to the contract or other transaction are known or disclosed to the Managers, and such Managers in good faith authorize the contract or other transaction by the affirmative vote of a majority of the disinterested Managers even though the disinterested Managers be less than a majority of Managers, or the material facts as the his or her relationship or interest and as to the contract or other transaction is otherwise approved by Unanimous Vote. It is expressly agreed by the Members that sales transactions between the Company and Exchanging Member are expected and shall not constitute an invalid relationship or conflict of interest.

3.16 Partnership Representative. If the Company qualifies to elect pursuant to Code Section 6221(b) (or successor provision) to have Subchapter C of Chapter 63 of the Code not apply to any federal income tax audits and other proceedings, the Managers may cause the Company to make such election in consultation with the Company’s tax advisor(s). Otherwise, the then serving Managers of the Company shall be designated the “partnership representative” within the meaning of Code Section 6223 with sole authority to act on behalf of the Company for purposes of Subchapter C of Chapter 63 of the Code and any comparable provisions of state or local income tax laws provided. Where the Partnership Representative represents the Company in connection with all examinations of the Company's affairs by tax authorities, including, without limitation, administrative and judicial proceedings, the Members agree to cooperate with each other and to do or refrain from doing any and all things reasonably required to conduct such proceedings.

In addition:

3.17 Manager Actions Without a Meeting. Action required or permitted to be taken at a meeting of Managers may be taken without a meeting if the action is evidenced by a sufficient percentage of managers, as provided in this Agreement, in written consents describing the action taken, signed by each Manager entitled to vote and kept in the minutes or for filing with the Company records. Action taken under this Article is effective when a sufficient percentage of Managers entitled to vote have signed the consent, unless the consent specifies a different effective date. Such consent may also be obtained by one or more or a series of electronic mail or text messages from each Manager where such message states the proposed action to be taken and each Manager required or permitted to vote on the same expresses their consent via such electronic mail or text messages. Where text messages are used, the telephone number of a given text message must match the mobile telephone number of record for a given Manager shown in the Company’s records.

3.18 Officers. It is intended that the entirety of the Company’s affairs be managed by the Managers. However, the Company may also have officers if deemed necessary by the Managers. The appointment or election of one or more officers (along with their respective functions/job duties) shall be set forth in writing or pursuant to a separate employment agreement and shall further require approval by Unanimous Vote. One person may hold any two or more offices, and no officers need be a Manager, Member, or a resident of Texas.

ARTICLE IV.

MEMBERS

4.01  Members. Ownership rights in the Company are reflected as Units or as a Percentage Interest. The Company is initially authorized to issue up to One Thousand (1,000) Units. Members must own a minimum of one whole Unit and may own, additionally, fractional Units in the Company. Fractional Units shall be denominated in halves (0.50) or in quarters (0.25) only. By Unanimous Vote, the Company may issue (i) additional units or other interests in the Company (ii) obligations, evidences of indebtedness or other securities or interests convertible or exchangeable into interests in the Company and (iii) warrants, options or other rights to purchase or otherwise acquire interests in the Company; provided that the Company shall not issue units to any Person unless such Person shall have executed a counterpart to this Agreement. The Company may issue additional Units for any form of consideration the Managers determines appropriate where the issuance is approved by Unanimous Vote.

If additional units are issued, the rights of Members in respect of units or interests of any class or series shall be reduced/diluted on a pro rata basis based on holdings of such Units, and the Managers shall have the power and authority to amend the Schedule of Members solely to reflect such additional issuances and reduction/dilution and to make any such other amendments as they deem necessary or desirable to reflect such additional issuances/admission of additional Members. The name, address, electronic mail address, Units, Percentage Interest, and value of capital contributed by each Member shall be recorded in the records of the Company. In matters subject to a vote of the Members, each Member with Voting Interests shall vote in proportion to their respective Percentage Interest. Cumulative voting of interests shall not be permitted.

Although the Company uses Units as a measure of a Member’s Membership Interest and may increase the total number of Units distributed as a means of adjusting Percentage Interests, the Company does not intend to hold Units as “treasury stock” in the corporate sense. Rather, it is understood and agreed that the Company may admit one or more additional Members collectively or individually holding up to a one-hundred percent (100%) Percentage Interest in the Company, all as determined based on the definitions and terms of this Agreement.

If the Company participates in any transaction to acquire or reacquire Membership Interests, then such transaction shall be treated as a ‘redemption’ whereby the reacquired Membership Interests are cancelled or distributed pro-rata amongst the remaining Members of the Company.

4.02 Classes of Interests. There shall only be one (1) class of Membership Interests.

4.03  Limitation of Liability. Each Member's liability shall be limited as set forth in this Agreement, the Act, the judicial decisions of the State of Texas, and other applicable law. Members are not agents for the Company.

4.04  Company Debt Liability. A Member will not be personally liable for any acts, debts or losses of the Company unless required by law.

4.05  Approval of Sale of All Assets or Units. The Members shall have the right by Unanimous Vote to approve the sale, exchange or other disposition of all, or substantially all, of the Company's assets or Units which is to occur as part of a single transaction or plan.

4.06  Company Books. The Managers shall maintain and preserve, during the term of the Company, such records and documents which the Managers, in the Managers’ discretion, deems appropriate. The Company shall maintain such other records as are required by non-waivable provisions of the Act. The Managers may delegate the maintenance of such records to Company employees or outside advisors/contractors.

4.07  Priority and Return of Capital. Except as may be expressly provided in Articles VI and VII or in any attachment or exhibit to this Agreement, no Member shall have priority over any other Member, either as to the return of Capital Contributions or as to Losses or distributions.

ARTICLE V.

MEETINGS OF MEMBERS

5.01  Annual Meetings. An annual meeting of the Members of the Company for the transaction of such business as may properly come before the meeting may be held at such time and date as shall be designated by the Managers from time to time and stated in the notice of the meeting. Such annual meeting shall be called in the same manner as provided in this Agreement for special meetings of the Members, except that the purposes of such meeting need be enumerated in the notice of such meeting only to the extent required by law in the case of annual meetings. If at any time the Company has only one Member entitled to vote, then no Member’s meetings shall be required.

5.02 Special Meetings. Special meetings of the Members may be called by the holders of not less than twenty percent (20%) of all Membership Interests. Business transacted at all special meetings shall be confined to the purposes stated in the notice.

5.03 Place of Meetings. The Managers may designate any place, either within or outside the State of Texas, as the place of meeting for any meeting of the Members. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal place of business of the Company.

5.04 Notice of Meetings. Except as otherwise provided herein, written notice stating the place, day and hour of the meeting and the purpose or purposes for which the meeting is called shall be delivered not less than five (5) nor more than thirty (30) days before the date of the meeting, either personally or by mail, by or at the direction of the Manager or Members calling the meeting, to each Member entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered three (3) calendar days after being deposited in the United States mail via certified mail, addressed to the Member at its address as it appears on the books of the Company. Notice of any such meeting may also be delivered electronically via electronic mail as long as the electronic notice otherwise complies with the requirements provided in this Agreement. Absent sooner confirmation of receipt by the intended recipient, electronic mail shall be deemed to have been delivered one (1) day after it has been electronically transmitted to the Member’s electronic mail address on file in the books of the Company.

5.05  Meetings of All Members. If all of the Members shall meet at any time and place, either within or outside of the State of Texas, and consent to the holding of a meeting at such time and place, such meeting shall be valid without call or notice, and at such meeting lawful action may be taken.

5.06  Record Date. For the purpose of determining Members entitled to notice of or to vote at any meeting of Members or any adjournment thereof, or Members entitled to receive payment of any distribution, or in order to make a determination of Members for any other purpose, the date on which notice of the meeting is mailed or the date on which the resolution declaring such distribution is adopted, as the case may be, shall be the record date for such determination of Members. When a determination of Members entitled to vote at any meeting of Members has been made as provided in this Article, such determination shall apply to any adjournment thereof.

5.07  Quorum. Members holding 100% of the Membership Interests in person or by Proxy shall constitute a quorum at any meeting of Members. The Members present at a duly organized meeting may continue to transact business despite the withdrawal during such meeting of that number of Percentage Interest whose absence would cause less than a quorum.

5.08  Manner of Acting. All Member actions require a Unanimous Vote. Unless otherwise expressly provided herein or required under applicable law, only Members who have a Membership Interest and a Voting Interest may vote or consent upon any matter and their vote or consent, as the case may be, shall be counted in the determination of whether the matter was approved by the Members.

5.09  Voting Matters. Each Member with a Voting Interest shall Vote in proportion to the Member’s Percentage Interest as of the governing record date and cumulative voting shall not be permitted.

5.09.1 Designated Authority to Exercise Entity Voting. The Designated Authority shall exercise any Entity-Member’s right to consents, right to Vote or Voting Interests for all matters subject to the approval or disapproval of the Members under this Agreement. A Designated Authority’s participation in a consent or Vote involving the Members shall constitute a warranty and representation that: the Designated Authority’s vote represents the will/desire of the Entity-Member; the Designated Authority has the authority to bind and act on behalf of the Entity-Member as its agent; and the Entity-Member and Designated Authority have fulfilled any internal Entity-Member requirements necessary to document such authority, where applicable, including but not limited to resolutions, consents, or other documents. If an individual Designated Authority suffers Death, Incapacity or Disability, then the following person shall automatically succeed to the rights of such Designated Authority, as applicable, except as set forth in Article 3 regarding Managers: the lawfully appointed representative of the estate of such individual Designated Authority; or the successor to the Designated Authority according to the governing documents of the deceased or disabled Designated Authority’s Entity-Member. For Entity Members, any reference in this Agreement to the exercise of the rights of a Member is a reference to the exercise of such rights through the acts of the Entity Member’s Designated Authority.

5.10  Proxies. At all meetings of Members, a Member may vote in person or by Proxy executed in writing by the Member No Proxy shall be valid after sixty (60) days from the date of its execution. Proxies may be submitted by electronic mail.

5.11  Action by Members without A Meeting. Action required or permitted to be taken at a meeting of Members may be taken without a meeting if the action is evidenced by a sufficient percentage of Members, as provided in this Agreement, in written consents describing the action taken, signed by Member entitled to vote and delivered to the Managers of the Company for inclusion in the minutes or for filing with the Company records. Action taken under this Article is effective when a sufficient percentage of Members entitled to vote have signed the consent, unless the consent specifies a different effective date. Such consent may also be obtained by one or more or a series of electronic mail messages from each voting Member where such message states the proposed action to be taken and each Member required or permitted to vote on the same expresses their consent via such electronic mail messages.

5.13  Waiver of Notice. When any notice is required to be given to any Member, a waiver thereof in writing signed by the person entitled to such notice, whether before, at, or after the time stated therein, shall be equivalent to the giving of such notice. A Member may submit a waiver of notice electronically to the Company by electronic mail.

5.14 Electronic or Telephonic Meetings. Meetings of the Members may also be held telephonically via conference call or electronically via an internet-based venue for meetings such as a “chat room” or similar online or internet-based meeting format that allows for the verification of the identity of the Member and presence of the Member for such meeting.

5.15 Resolving Voting Disputes. For voting disputes requiring an additional vote to meet the Unanimous Vote requirement under this Agreement, the Members shall submit themselves and the voting dispute to an informal meditative consultation with such mediator as the Members agree upon (the “Tiebreaking Mediation”). The mediator need not be a certified mediator, but may be an experienced business lawyer, business person, CPA, or other business professional. The informal Tiebreaking Mediation is supplementary to the primary dispute resolution procedures specified in this Agreement and is limited solely to Member voting matters in the event of a deadlock. The Tiebreaking Mediation may be initiated by any Member in the event that an additional vote is required. Scheduling of and timelines/deadlines for the Tiebreaking Mediation shall be mutually agreed between all Members with Voting Interests and the mediator but shall occur no less than thirty (30) days of a Member’s request for the same. Members will be permitted to present the proposed course of action or decision along with opposing viewpoints / support for their position to the mediator in the format of their choice.

Any fees/costs incurred to conduct the Tiebreaking Mediation will be borne by the Members pro-rata in accordance with their (respective percentage of) Membership Interests. Any further unresolved disputes shall be subject to the Dispute Resolution provisions of this Agreement and such other remedies for a deadlock in the Company permitted under the Act.

5.16 Business Conflicts. Members and Managers of the Company may participate in other business ventures without any obligation to offer the Company, Managers, or any other member the right to participate in such business(es) without regard for whether such businesses may be in competition with that of the Company.

5.17 Mergers, Sales, Conversion, and Acquisitions. Mergers, conversions, sales, acquisitions, the disposition of substantially all of the assets or Membership Interests of the Company, and other Fundamental Business Transactions (as that term is defined by the Act) must be approved by a Unanimous Vote.

ARTICLE VI.

CONTRIBUTIONS TO THE COMPANY

6.01  Members' Capital Contributions. Each Member has contributed an amount of cash or other valuable consideration determined by the Managers, as his, her, or its share of the Initial Capital Contribution. No Member shall be paid interest on any Capital Contribution to the Company. A Member’s Capital Account may also be adjusted as a result of the Share Exchange Agreement.

6.02  Additional Contributions. Members are not required to make additional Capital Contributions to the Company.

6.03 Capital Accounts.

a) A separate Capital Account will be maintained for each Member where applicable. Each Member's Capital Account will be increased by i) the amount of money or other consideration contributed by such Member to the Company; ii) the fair market value of any property contributed by such Member to the Company; iii) the amount of any Company liabilities that are expressly assumed by such Member or that are secured by any Company property distributed to such Member; iv) the amount of Profits allocated to such Member. Each Member's Capital Account will be decreased by i) the amount of money distributed to such Member by the Company; ii) the fair market value of any property distributed to such Member by the Company; iii) the amount of any liabilities of such Member that are expressly assumed by the Company or that are secured by any property contributed by such Member to the Company; and iv) the amount of Losses allocated to such Member.

b) In the event of a permitted sale or exchange of a Membership Interest in the Company, the Capital Account of the transferor shall become the Capital Account of the transferee to the extent it relates to the transferred interest.

c) In determining the amount of any liability for purposes of this Article 6.03, there shall be taken into account Code §752(c) and any other applicable provisions of the Code and Treasury Regulations (as such provisions may be amended).

d)  In the event any Member has a deficit capital account at the end of any Company fiscal year which is in excess of the sum of (i) the amount such Member is obligated to restore pursuant to any provision of this Agreement and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulation Sections 1.704-2(g)(1)and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excesses as quickly as possible.

e) If the Company at any time distributes any of its assets in-kind to any Member, the Capital Account of each Member shall be adjusted to account for that Member's allocable share of the Profits or Losses (to the extent such Profits or Losses have not previously been reflected in the Members' Capital Accounts) that would have been realized by the Company had it sold the assets that were distributed at their respective fair market values immediately prior to their distribution.

f) If the Company makes an election under Code Section 754, the amounts of any adjustments to the bases (or Gross Asset Values) of the Assets of the Company made pursuant to Code Section 743 shall not be reflected in the Capital Accounts of the Members, but the amounts of any adjustments to the bases (or Gross Asset Values) of the Assets of the Company made pursuant to Code Section 734 as a result of the distribution of property by the Company to a Member (to the extent that such adjustments have not previously been reflected in the Members' Capital Accounts) shall be reflected in the Capital Accounts of the Members in the manner prescribed in Regulations Section 1.704-1(b)(2)(iv)(m)(4).

g)  The Members may elect, upon the occurrence of any of the following events, that the Capital Account balance of each Member shall be adjusted to reflect the Member's allocable share of the Profits or Losses (to the extent such Profits or Losses have not previously been reflected in the Members' Capital Accounts) that would be realized by the Company if it sold all of its property at its fair market value as reasonably determined by the Manager on the date of the adjustment:

(i) any increase in any new or existing Member's Interest in the Company resulting from a more than de minimis contribution of cash or property by such Member to the Company;

(ii) any reduction in a Member's interest in the Company resulting from a more than de minimis distribution to such Member in liquidation of all or a portion of such Member's Interest in the Company; and

(iii) whenever else allowed under application Regulations.

h)  In the event any Interest in the Company is transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred Interest. In the event the transfer of an Interest in the Company causes a termination of the Company for federal income tax purposes under Code Section 708(b)(1)(B), the Capital Accounts of the Members shall be determined in accordance with Regulations Section 1.704-1(b)(2)(iv)(1).

i)  In the event the Regulations fail to provide guidance for the maintenance of the Capital Accounts of Members in particular instances, then the Capital Accounts shall be adjusted by the Members in a manner that (i) is consistent with the underlying economic arrangement among the Members, and (ii) is based, whenever practicable, upon federal tax accounting principles.

j) The provisions of this Article 6.03 are intended to comply with Treasury Regulations §1.704-1(b), and shall be interpreted and applied in a manner consistent with such Regulations. If the Managers determine that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto (including, without limitation, debits or credits relating to liabilities which are secured by contributed or distributed property or which are assumed by the Company or a Member) are computed in order to comply with such Regulations, the Managers may make such modification, provided that it will not have a material effect on the amounts distributable to any Member upon the dissolution of the Company. The Managers also shall i) make any adjustments that are necessary or appropriate to maintain equality between the Capital Accounts of the Members and the amount of Company capital reflected on the Company's balance sheet, as computed for book purposes, in accordance with Treasury Regulations §1.704-1(b)(2)(iv)(q), and ii) make any appropriate modifications if unanticipated events might otherwise cause this Agreement not to comply with Treasury Regulations §1.704-1(b).

6.04 No Deficit Makeup, But Qualified Income Offset Applies. Except as provided in Article 6.02, a Member with a deficit Capital Account balance shall not be required to contribute additional capital to the Company for the purposes of ‘making up’ the deficit or otherwise bringing the Member’s Capital Account back to a ‘zero’ or positive balance provided, however, that there shall be a qualified income offset as provided in Treasury Regulation 1.704-I(b)(2)(ii)(d) and as described above.

6.05 Additional Capital Provisions. No Member shall have the right to withdraw all or any part of its Capital Contribution or to receive any return on any portion of its Capital Contribution, except as may be otherwise specifically provided in this Agreement. Except as otherwise provided in this Agreement, a Member may lend money to and transact other business with the Company, and, subject to applicable law, has the same rights and obligations with respect to those matters as a person who is not a Member.

ARTICLE VII.

ALLOCATIONS, INCOME TAX, DISTRIBUTIONS,

ELECTIONS AND REPORTS

7.01  Allocations of Profits and Losses from Operations.

Unless otherwise agreed by Unanimous Vote:

a) Profits and Losses are set forth in preceding paragraphs, and shall be allocated each fiscal year according to the number of units or percentage of Membership Interest owned, as reflected in the records of the Company (a fixed sharing ratio).

b) For any Membership Interest not owned by the same person for the entire fiscal year the allocation shall be prorated.

c) The Company shall not recognize any assignment of a Member's right to share in profits and losses (except for the security interest and appurtenant rights thereto granted to Company).

7.02 Special Allocations. The Members may, by Unanimous Vote, make Special Allocations regarding capital assets or the allocation of profit and loss for any Member for a given Fiscal Year by setting forth those Special Allocations, as amended from time to time, in a documentary attachment to this Agreement entitled “Exhibit A: “Overriding Allocations of Profits and Losses.” Any such Special Allocations shall not be taken into account in the general allocations provided for above which general allocations shall be complementary to such Special Allocations.

7.03  Distributions. The Managers may distribute Distributable Cash if approved by Unanimous Vote. Before distributing Distributable Cash to the members in accordance with the general distribution scheme noted below pro-rata in accordance with the Percentage Interests shown on Schedule 1, Distributable Cash shall first be distributed or set aside as follows:

- for Tax Distributions under this Agreement;

- to the repayment of Member Loans, if any; then

- to the Members in accordance with their respective Percentage Interests.

Except as herein provided to the contrary, a Member has no right to demand and receive any distribution in a form other than cash. Except as otherwise provided herein, all distributions of cash or other property shall be made to the Members pro rata in proportion to the respective Percentage Interests of the Members on the record date of such distribution or as otherwise determined by the Managers. Except as provided in Article 7.04, all distributions of Distributable Cash and property shall be made at such time and in such amounts as determined by the Managers. All amounts withheld by contract or pursuant to the Code or any provisions of state or local tax law with respect to any payment or distribution to the Members from the Company shall be treated as amounts distributed to the relevant Member or Members pursuant to this Article 7.03.

7.04 Limitation upon Distributions.

a) Unless agreed by Unanimous Vote, no distributions or return of contributions shall be made and paid if, after the distribution or return of distribution is made either:

b) The Managers may base a determination that a distribution or return of contribution may be made under Article 7.03(a) in good faith reliance upon a balance sheet and profit and loss statement of the Company represented to be correct by the person having charge of its books of account or certified by an independent public or certified public accountant or firm of accountants to fairly reflect the financial condition of the Company.

7.05  Accounting Principles. The profits and losses of the Company shall be determined in accordance with commonly accepted accounting principles applied on a consistent basis using the cash method of accounting unless the Code or Treasury Regulations require the use of the accrual method or another accounting method. The Managers may elect such methods as are permitted under the Code.

7.06  Accounting Period. The Company's accounting period shall be the calendar year (“Fiscal Year”) unless otherwise determined by the Manager(s). The Fiscal Year may be also adjusted to match the fiscal year of the Exchanging Member.

7.07  Records, Audits and Reports. At the expense of the Company, the Manager shall reasonably maintain records and accounts of the operations and expenditures of the Company. The Manager may delegate this task to an accounting or other financial firm working for the benefit of the Company. Any Member may audit such records no more than once per Fiscal Year after the closure of a given Fiscal Year at the Member’s sole expense.

7.08 Returns and Other Elections. The Managers and Officers (if any) shall cause the preparation and timely filing (subject to any extensions permitted, which are exercisable by the Manager) of all tax returns required to be filed by the Company pursuant to the Code and all other tax returns deemed necessary and required in each jurisdiction in which the Company does business. Copies of such returns, or pertinent information therefrom, shall be furnished to the Members within a reasonable time after the end of the Company's Fiscal Year taking into account any permitted extensions or disputes with a taxing authority. All elections permitted to be made by the Company under federal or state laws shall be made by the Managers. Members must timely provide any information required by the Company for the timely filing of returns. If the Company obtains an extension of time to file any return, a copy of the return will be provided to Members within a reasonable time after the return is filed.

7.09 Interest On and Return of Capital Contributions. No member shall be entitled to interest on its Member’s Capital Contribution or to return of its Capital Contribution.

7.10 Tax Distribution. In addition to the general distributions provided above, if a Member has received an allocation of Profits from the Company that exceed the Member’s allocation of Losses for a given tax year, the Managers must distribute available cash/Distributable Cash to the Member(s) equal to the Member’s allocation of profits for the calendar year multiplied by the Member’s effective tax rate (the effective tax rate being the percentage of the Member’s adjusted gross income that is due to the US Treasury for income tax for the applicable year).

7.11 Allocation of Liquidation Preferences. In the event of the Company's liquidation, allocations of Profits or Losses, as appropriate, shall be made among the Members so that a liquidating distribution in accordance with positive Capital Account balances shall to the greatest extent possible be equal to a liquidating distribution pro rata in accordance with the respective Percentage Interests of the Members, with the result that the economic expectations of the Members shall be realized. In order to effectuate the economic expectations of the Members, the Company shall make such allocations of Profits and Losses among the Members (including, without limitation, allocations of items of gross income and/or deduction) as may be necessary for the year of such liquidation.

7.12 Allocation Upon Buy-Out or Shift in Interest. In the event of the transfer of all or part of an Interest pursuant to this Agreement at any time other than the end of a Company Year, the distributive share of the various Company items in respect of the Interest so transferred shall (unless otherwise determined in writing by the transferor and transferee) be allocated between the transferor and transferee (i) in the same ratio as the number of days in such Company taxable year before and after such transfer or adjustment, except that the provisions of this sentence shall not be applicable to a gain or loss on the sale or other disposition of all or substantially all of the property of the Company or to other extraordinary nonrecurring items or (ii) as otherwise required under the Code.

ARTICLE VII.

TRANSFERABILITY AND CERTIFICATES

8.01  Withdrawal of Members; Superseding Share Exchange Agreement. A Member shall not be permitted to withdraw from the Company. The Share Exchange Agreement sets forth an option between Member Michael Wanke and Exchanging Member pursuant to which Exchanging Member may acquire Member Michael Wanke’s Membership Interest upon the terms and conditions set forth in the Share Exchange Agreement. To the extent the terms of this Section 8 and the terms of the Share Exchange Agreement conflict regarding Exchanging Member’s purchase option contained therein, the terms of the Share Exchange Agreement shall control.

8.02 Restrictions on Transfer of Membership Interests. No Member shall have any right to sell, pledge/hypothecate, transfer, or assign an interest in the Company without the written consent and approval of all the Members (a Unanimous Vote). Any transfer or encumbrance of a Membership Interest without approval by the Members as required under this Agreement shall be void. Notwithstanding any other provision of this Agreement to the contrary, a Member who is a natural person may transfer all or any portion of his or her Membership Interest to any revocable trust created for the benefit of the Member, or any combination between or among the Member, the Member's spouse, and the Member's issue; provided that the Member retains a beneficial interest in the trust and all of the Voting Interest included in such Membership Interest and further provided that only the Member may make decisions regarding the Company.

8.02.1 Natural Heirs. Further, and notwithstanding any provision of this Agreement to the contrary, a Member may leave his/her Membership Interests to the Member’s natural heirs as designated in the Member’s will, as determined via guardianship proceedings, or as probated under proceedings for intestacy. If the Member has not made such bequest or if the Member’s heirs express their desire not to become a Substituted Member or Member, then the Member’s death shall instead be treated as a Triggering Event, with the proceeds of any purchase of such Membership Interest being payable to the deceased Member’s estate or heirs, as applicable.

8.03 Option to Purchase Membership Interests. On the happening of any of the following events (“Triggering Events”) with respect to a Member (as applicable), the Company and the other Members shall have the option to purchase all or any portion of the Membership Interest in the Company of such Member (“Selling Member”) as set forth in Section 8.04:

Except in instances of a Member’s death or Incapacity each Member agrees to promptly give Notice of a Triggering Event to the Company and all other Members provided, however, that such notice shall not be a condition to the Company’s or other Members’ exercise of any purchase option set forth herein. In the instance of the Bankruptcy of a Member, the Member must provide the Company with at least thirty (30) days advance written notice of the Member’s intention to file for Bankruptcy.

8.04  Company's Option to Purchase Membership Interests.

a) On the receipt of Notice of any Triggering Event (the date of such receipt is hereinafter referred to as the “Trigger Date” or “Option Date”), the Manager(s) shall promptly give notice of the occurrence of such a Triggering Event to each Member, and the Company shall have the option, for a period ending ninety (90) calendar days following the determination of the purchase price to purchase the Membership Interest in the Company to which the option relates (each a “Company Option”), at the price and on the terms provided herein, and if the Company fails to exercise the aforementioned option, then the other Members, pro rata in accordance with their prior Membership Interests in the Company, shall then have the option, for a period of thirty (30) days after the end of the respective Company Option period, to purchase the Membership Interest in the Company not purchased by the Company, on the same terms and conditions as apply to the Company.

b) The “Purchase Price” shall be the Agreed Value of the Membership Interest being acquired.

c) The Company or purchasing Members shall pay the Purchase Price in cash, by wire transfer of immediately available funds or such other form of payment as shall be agreeable to the selling Member or may pay the Purchase Price in a 5 year note with interest set at the current prime rate published in the Wall Street Journal, at the Company or purchasing Member’s/Members’ Option, provided that an initial upfront payment of 25% of the Purchase Price is also paid.

8.05  Participation in Voting.

a) No Member shall participate in any Vote or decision in any matter pertaining to the forced disposition of that Member's Membership Interest in the Company under this Agreement. No transferee shall have a Voting Interest in the company unless the Members grants the transferee a Voting Interest by Unanimous Vote.

b) Notwithstanding any other provision in this Agreement, any Member with a Voting Interest who receives an additional Membership Interest in the company from another Member or Deceased Member (through probate or intestate successions) who had a Voting Interest prior to transfer of the additional Membership Interest, shall have a Voting Interest in proportion to her entire Membership interest including the additional Membership Interest with voting rights.

8.06 Securities Laws. The initial sale or issuance of Membership Interests in the Company to the initial Members is exempt from securities laws of the State of Texas in accordance with the Act and has not been qualified or registered under the securities laws of any state, or registered under the Securities Act of 1933 (“1933 Act”), as amended, in reliance upon exemptions from the registration provisions of those laws. Notwithstanding any other provision of this Agreement, Membership Interests may not be Transferred or Encumbered unless registered or qualified under applicable state and federal securities law or unless, in the opinion of legal counsel satisfactory to the Company, such qualification or registration is not required. The Member who desires to transfer a Membership Interest shall be responsible for all legal fees incurred in connection with said opinion.

8.07  Certificates. The Company may issue certificates representing Membership Interests but is not required to do the same. If a certificate is issued, no replacement certificate shall be issued until the former certificate for the Units represented thereby shall have been surrendered and canceled, except that replacements for lost or destroyed certificates may be issued, upon such terms, conditions, and guarantees as the Manager may see fit to impose, including the execution of an indemnity agreement.

ARTICLE IX.

WINDING UP AND TERMINATION

9.01  Termination of Existence.

a) The Company shall wind up its affairs upon the occurrence of any of the following events:

b) In addition to the language set forth above for the Designated Authority, if a Member who is an individual dies or a court of competent jurisdiction adjudges him to be incompetent to manage her person or her property, the Member's executor, administrator, guardian, conservator, or other legal representative may exercise all of the Member's rights for the purpose of settling his or her estate or administering his or her property.

9.02  Winding Up, Liquidation and Distribution of Assets.

a) Upon termination of the Company, an accounting shall be made by the Managers or the Company's accountants or other financial professional of the Company's assets, liabilities and operations, from the date of the last previous accounting until the date of winding up. The Managers shall immediately proceed to wind up the affairs of the Company.

b) If the Company’s affairs are to be wound up, the Managers shall:

c) Upon completion of the winding up, liquidation and distribution of the assets, the Company shall be deemed terminated.

d) Notwithstanding anything to the contrary in this Agreement, upon a liquidation within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Treasury Regulations, if any Member has a Deficit Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any Capital Contribution, and the negative balance of such Member's Capital Account shall not be considered a debt owed by such Member to the Company or to any other Person for any purpose whatsoever.

e) The Managers shall comply with all requirements of applicable law pertaining to the winding up of the affairs of the Company and the final distribution of its assets.

9.03  Certificate of Termination. When all debts, liabilities and obligations of the Company have been paid and discharged or adequate provisions have been made therefore and all of the remaining property and assets of the Company have been distributed, a Certificate of Termination as required by the Act, shall be executed and filed with the Texas Secretary of State.

9.04  Effect of Filing of Certificate of Termination. Upon the filing of a Certificate of Termination with the Texas Secretary of State, the existence of the Company shall cease, except for the purpose of suits, other proceedings and appropriate action as provided in the Act. The Manager(s) shall have authority to distribute any Company property discovered after termination, convey real estate and take such other action as may be necessary on behalf of and in the name of Company.

9.05  Return of Contribution Nonrecourse to Other Members. Except as provided by law or as expressly provided in this Agreement, upon termination, each Member shall look solely to the assets of the Company for the return of its Capital Contribution. If the Company property remaining after the payment or discharge of the debts and liabilities of the Company is insufficient to return the cash contribution of one or more Members, such Member or Members shall have no recourse against any other Member, except as otherwise provided by law.

ARTICLE X.

INDEMNIFICATION AND INSURANCE

10.01  Indemnification of Managers and Officers. The Managers shall authorize the Company to pay or reimburse any present or former Manager or Officer of the Company any costs or expenses actually and necessarily incurred (including, but without limitation, judgments, penalties [including excise and similar taxes], fines, settlements, costs and reasonable attorneys' fees) by that Manager or Officer in any action, suit, or proceeding to which the Manager or Officer is made a party by reason of holding that position, provided, however, that no Manager or Officer shall receive such indemnification if finally adjudicated therein to be liable for an Exculpation Exception. This indemnification shall be extended to good-faith expenditures incurred in anticipation of threatened or proposed litigation. The Manager may, in proper cases, extend the indemnification to cover the good faith settlement of any such action, suit, or proceeding, whether formally instituted or not. Additionally, the Manager may, at the Manager’s discretion pay any of the costs incurred during the pendency of any action, suit, or proceeding; provided that the foregoing shall not apply where the Manager or Officer is accused of an Exculpation Exception and, should the Manager or Officer be finally adjudicated as liable for Exculpation Exception or breach of Article 3.08, any sums previously paid on behalf of said Manager or Officer shall be immediately repaid to the Company.

The Company is also required to advance to any Manager reasonable attorneys’ fees and other costs and expenses incurred in connection with the defense of any action or proceeding which arises out of such conduct as those costs and expenses are incurred. If such an advance is made by the Company the Manager must agree in writing to reimburse the Company for such fees, costs and expenses to the extent that it is ultimately determined by a court of competent jurisdiction that such Manager was not entitled to indemnification. However, the Company shall not initially be required to advance the cost of such attorney’s fees to any Manager or Officer where the Manager or Officer is accused of an Exculpation Exception, or in any application by a Member for a rehabilitative receivership for the Company. The foregoing does not affect the rights of a Manager to be reimbursed for such fees, costs, and expenses if the Manager or Officer is ultimately found not to have breached Article 3.08 or engaged in an Exculpation Exception. If a Manager or Officer seeking such advancement is denied such advancement on the basis of the commission of an Exculpation Exception, in addition to meeting the requirements set forth above for such advancement, the Manager or Officer may also file a request for an interim evidentiary hearing with the arbitrator or court of law overseeing any such dispute, as applicable, to request a ruling on the interim advancement of such fees, expenses, and costs based upon the Manager’s or Officer’s showing that the Manager likely did not commit or participate in an Exculpation Exception or is entitled to a defense to the same as set forth in Article 3.08. If so, the arbitrator or court shall evaluate the Manager or Officer’s request in the same manner as a request for a pre-trial, equitable remedy under Texas law, and the proof required for the Manager to receive such advancement shall be a showing that the Manager is likely to prevail at trial or other final hearing as to a non-breach of Article 3.08, defense to an Exculpation Exception allowed under Article 3.08, or non-participation in an Exculpation Exception in the same manner as is required for a party to obtain, sustain or receive a temporary injunction under Texas common law. In so doing, the same standards of proof, burden shifting mechanisms, and evidence required to sustain a showing that a party is likely to prevail at trial for the purposes of seeking a temporary injunction shall also apply to the Manager’s or Officer’s request for a disputed advancement submitted to the court or arbitrator based on a breach of Article 3.08 or participation in an Exculpation Exception, provided however that no party to such proceeding shall be required to post a bond. The court or arbitrator may be further guided in considering such request by any applicable Texas common law or case-law regarding advancements. The court or arbitrator’s ruling on such application shall be treated the same as a trial court’s initial ruling on a request for a temporary injunction for the purposes of appeal rights and consideration at final trial on the merits, and the court’s or arbitrator’s initial ruling on advancement shall have no bearing on whether the Manager or Officer is fully and finally adjudicated to be entitled to such reimbursement of fees, expenses, and costs at a final trial on the merits. Notwithstanding the foregoing, nothing in this Article is intended to convert the contractual remedy offered herein to an equitable remedy; rather, in the absence of multiple Texas cases regarding disputes over advancements, the Members and Managers simply seek to implement a more predictable mechanism by which a court or arbitrator may consider the merits of a Manager’s or Officer’s request for an advancement denied on the basis of a breach of Article 3.08 or participation in an Exculpation Exception.

ARTICLE XI.

OTHER PROVISIONS

11.01  Notices. Any notice, payment, demand, or communication required or permitted to be given by any provision of this Agreement shall be in writing and shall be deemed to have been delivered, given and received for all purposes i) if delivered personally to the Party to whom the same is directed, or ii) is sent by registered or certified mail, postage and charges prepaid, addressed as follows: if to the Company, to the Company at the address set forth in Article 2.04 hereof, or to such other address as the Company may from time to time specify by notice to the Members; if to Manager, to the Manager in care of the Company at the address set forth in Article 2.04 hereof, or to such other address as the Company may from time to time specify by notice to the Members and Manager; if to a Member, to such Member at the address set forth in the initial membership record, or to such other address as such Member may from time to time specify by notice to the Company. In the event any such notice is refused by the addressee for any reason whatsoever, then the date of such refusal shall be deemed the date of receipt of such notice by the addressee.

11.02 Binding Effect. Except as otherwise provided in the Agreement, every covenant, term, and provision of the Agreement shall be binding upon and inure to the benefit of the Members and their respective heirs, legatees, legal representatives, successors, transferees and assigns.

11.03  Construction. Every covenant, term, and provision of this Agreement shall be construed simply according to its fair meaning and not strictly for or against any Member. Time is of the essence in the performance of the obligations of the Parties under this Agreement.

11.04  Headings. Article and other headings contained in this Agreement are for reference purposes only and are not intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.

11.05 Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, then: 1) such provision shall be excluded from this Agreement; 2) the balance of the Agreement shall be interpreted as if such provision were so excluded; and 3) the balance of the Agreement shall be enforceable in accordance with its terms.

11.06  Further Action. Each Member agrees to perform all further acts and execute, acknowledge and deliver any documents that may be reasonably necessary, appropriate or desirable to carry out the provisions and intent of this Agreement.

11.07  Variation of Pronouns. All pronouns and any variations thereof shall be deemed to refer to masculine, feminine or neuter, singular or plural, as the identity of the person or persons may require. The terms or phrases “at the election of” or “at the discretion of” a Manager or Member refers to decisions of the Managers or Members, as applicable, completed in accordance with the terms of this Agreement.

11.08  Amendments. This Agreement may not be amended, altered or repealed except in writing at a properly noticed meeting of the Members upon a Unanimous Vote.

11.09  Waivers. The failure of any party to seek redress for default of or to insist upon the strict performance of any covenant or condition of this Agreement shall not prevent a subsequent act, which would have originally constituted a default, from having the effect of an original default.

11.10  Governing Law. The laws of the State of Texas shall govern the validity of this Agreement, the construction of its terms, and the interpretation of the rights and duties of the parties.

11.11  Creditors. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Company.

11.12 Representations. Each Member represents:

(a) That the Member understands that the membership interest obtained herein has not been registered under the 1933 Act or any state securities law and may not be sold or transferred in the absence of any effective registration statement under the 1933 Act, or an exemption from the registration thereunder and compliance with applicable state securities laws.

(b) That the purchase or acquisition of the membership interest herein is within an exemption to the 1933 Act.

(c) Member is acquiring the membership interest for Member’s own account.

(d) Member understands that this Agreement contains legally binding provisions, Member has had the opportunity to consult with a lawyer, and has either i) consulted with a lawyer, or ii) decided not to consult with a lawyer.

11.13  Counterpart Execution. This Agreement may be executed in any number of counterparts with same effect as if all of the Members had signed the same document. All counterparts shall be construed together and shall constitute one agreement. Signatures upon documents returned or transmitted by facsimile or by electronic/digital signature shall be treated as originals.

11.14 Dispute Resolution. In the event of a dispute arising under, from, or related to this Agreement, the parties agree to submit themselves to the jurisdiction and venue of the Civil District Courts of Bexar County, Texas.

11.15 Prior Agreements. Except as otherwise set forth herein, this Agreement constitutes and contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior oral or written agreements including but not limited to any prior Operating Agreement of the Company, except as otherwise provided for in the Share Exchange Agreement.

11.16 Electronic Transmissions. An “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process. Without limiting the manner by which notice may otherwise be given to the Managers or Members, any notice to the Managers or Members given by the Company under any provision of the Act or this Agreement shall be effective if given by a form of electronic transmission consented to by the Manager or Member to whom the notice is given. Any such consent shall be revocable by the Manager or Member by written notice to the Company. Any such consent shall be deemed revoked if:

(i) the Company is unable to deliver by electronic transmission two consecutive notices given by the Company in accordance with such consent; and

(ii) such inability becomes known to the secretary, an assistant secretary of the Company or to the Managers or transfer agent, or other person responsible for the giving of notice.

However, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.

Any notice given pursuant to the preceding paragraph shall be deemed given:

(i) if by facsimile telecommunication, when directed to a number at which the Member has consented to receive notice;

(ii) if by electronic mail, when directed to an electronic mail address at which the Member has consented to receive notice and where such delivery is made with a requested read receipt or delivery receipt;

(iii) if by a posting on an electronic network together with separate notice to the Member of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and

(iv) if by any other form of electronic transmission, when directed to the Member.

An affidavit of the secretary or an assistant secretary or of the Managers or of the transfer agent or other agent of the Company that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

11.17 Coverage of the Act. To the extent this Agreement is silent on a given provision or concept, applicable provisions of the Act shall apply or control.

The undersigned Members and undersigned Manager(s) have entered into the foregoing Operating Agreement and have caused their signatures, or the signatures of their duly authorized representatives, to be set forth below with an effective date equal to the Closing Date defined in the Share Exchange Agreement. This Agreement shall not become effective if Closing does not occur under the Share Exchange Agreement.

Designated Authority:

Member C-Bond Systems, Inc.:

Board of Directors of C-Bond Systems, Inc.

Exhibit 10.4

Form of Piggy-Back Registration Rights Agreement

THIS PIGGY-BACK REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made effective as of July 20, 2021, by and between (i) C-Bond Systems, Inc. a Colorado corporation (the “Company”); (ii) Mobile Tint LLC, a Texas limited liability company (“Mobile”), (iii) the sole member of Mobile as set forth on the signature page hereto (the “Mobile Shareholder”) and (iv) Michael Wanke as the representative of the Mobile Shareholder (the “Shareholder Representative”).

1. Piggy-Back Registration.

1.1 Piggy-Back Rights. The Company, Mobile, Mobile Shareholder, and Shareholder Representative are the parties to that certain share exchange agreement dated June 30, 2021 (the “SEA”). All of the Additional Closing Exchange Shares (as defined in the SEA) if the Additional Closing (as defined in the SEA) occurs as well as the Closing Exchange Shares (as defined in the SEA) as well as any additional securities of the Company issued to the Mobile Shareholder in the future shall be deemed “Registrable Securities” subject to the provisions of this Agreement. If at any time on or after the date of the Closing (as defined in the SEA), the Company proposes to file any Registration Statement under the 1933 Act (a “Registration Statement”) with respect to any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan on Form S-8, (ii) for a dividend reinvestment plan or (iii) in connection with a merger or acquisition, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities appearing on the books and records of the Company as such a holder as soon as practicable but in no event less than ten (10) days before the anticipated filing date of the Registration Statement, which notice shall describe the amount and type of securities to be included in such Registration Statement, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of either (at the holder’s option): (i) an amount of Registrable Securities equal to the total number of shares of the Company’s common stock being registered in such respective Registration Statement that are being offered solely for the Company’s account excluding the Registrable Securities; or (ii) an amount of Registrable Securities equal to the total number of shares of the Company’s common stock being registered for resale by shareholders of the Company excluding the Registrable Securities (such holders must specify such amount in writing within three (3) calendar days following receipt of such notice) (a “Piggy-Back Registration”). The Company shall cause such number of Registrable Securities to be included in such registration and shall cause the managing underwriter or underwriters of a proposed underwritten offering to permit such number of the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such number of Registrable Securities in accordance with the intended method(s) of distribution thereof (with the understanding that the Company shall file the initial prospectus covering the Mobile Shareholder’s sale of such number of the Registrable Securities within ten (10) calendar days after date that the Registration Statement is declared effective by the SEC).

1.2 Withdrawal. Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities in any Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of the Registration Statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to written contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness of such Registration Statement.

1.3 The Company shall notify the holders of Registrable Securities at any time when a prospectus relating to such holder’s Registrable Securities is required to be delivered under the 1933 Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. At the request of such holder, the Company shall also prepare, file and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of the Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. The holders of Registrable Securities shall not to offer or sell any Registrable Securities covered by the Registration Statement after receipt of such notification until the receipt of such supplement or amendment.

1.4 The Company may request a holder of Registrable Securities to furnish the Company such information with respect to such holder and such holder’s proposed distribution of the Registrable Securities pursuant to the Registration Statement as the Company may from time to time reasonably request in writing or as shall be required by law or by the SEC in connection therewith, and such holders shall furnish the Company with such information.

1.5 All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the SEC, (B) with respect to filings required to be made with any trading market on which the Company’s common stock is then listed for trading, (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (D) with respect to any filing that may be required to be made by any broker through which a holder of Registrable Securities intends to make sales of Registrable Securities with the FINRA, (ii) printing expenses, (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) 1933 Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other persons or entities retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In no event shall the Company be responsible for any broker or similar commissions of any holder of Registrable Securities.

1.6 The Company and its successors and assigns shall indemnify and hold harmless the Mobile Shareholder, each holder of Registrable Securities, the officers, directors, members, partners, agents and employees (and any other individuals or entities with a functionally equivalent role of a person holding such titles, notwithstanding a lack of such title or any other title) of each of them, or any such holder of Registrable Securities (within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act) and the officers, directors, members, stockholders, partners, agents and employees (and any other individuals or entities with a functionally equivalent role of a person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling individual or entity (each, an “Indemnified Party”), from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, up to a total maximum dollar amount equal to $800,000, arising out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any related prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any such prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (2) any violation by the Company of the 1933 Act, the 1934 Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreement, except to the extent, but only to the extent, that (i) such untrue statements or omissions are based upon information regarding the Mobile Shareholder or such holder of Registrable Securities furnished to the Company by such party for use therein. The Company shall notify the Mobile Shareholder and each holder of Registrable Securities promptly of the institution, threat or assertion of any proceeding arising from or in connection with the transactions contemplated by this Agreement of which the Company is aware.

1.7 Sections 9.01, 9.02, 9.03, and 9.04 of the SEA are hereby incorporated into this Agreement and shall apply with respect to this Agreement.

2. Maintenance of Current Information About the Company. The parties acknowledge that maintenance of current information about the Company in accordance with regulations under the 1934 Act will be necessary to allow the Mobile Shareholder to sell its shares pursuant to Rule 144 under the 1933 Act or to piggyback registrations contemplated by Section 1 above. The Company shall use best efforts, until the Registrable Securities have been sold by the initial holder of the Registrable Securities, to: (i) make and keep available adequate current public information, as those terms are understood and defined in Rule 144 under the 1933 Act at all times after the effective date of a registration statement filed by the Company; (ii) use commercially reasonable efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act; and (iii) at the holder’s request, provide any holder of Registrable Securities with a written statement that to the best of Company’s knowledge that it has complied with the requirements of Rule 144, the 1933 Act and the 1934 Act and any other information as the holder may reasonably request to allow it to avail itself of any regulation that permits the selling of Registrable Securities.

(Signature Page to Follow)

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

3

Exhibit 10.5

EXECUTIVE EMPLOYMENT AGREEMENT

Dated as of July 21, 2021

THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) dated as of the date first set forth above (the “Effective Date”) is entered into by and between C-Bond Systems, Inc., a Colorado corporation (the “Company”), and Michael Wanke (the “Executive”). The Company and Executive may collectively be referred to as the “Parties” and each individually as a “Party.”

WHEREAS, the Company desires to employ the Executive as the President of its Safety Solutions Group and the Executive desires to serve in such capacity on behalf of the Company, in each case subject to the terms and conditions herein:

NOW, THEREFORE, in consideration of the promises and of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Executive hereby agree as follows:

1. Employment.

(a) Term. The term of this Agreement (the “Initial Term”) shall begin as of the Effective Date and shall end on the earlier of (i) the third anniversary of the Effective Date and (ii) the time of the termination of the Executive’s employment in accordance with Section 3. This Initial Term and any Renewal Term (as defined below) shall automatically be extended for one or more additional terms of one (1) year each (each a “Renewal Term” and together with the Initial Term, the “Term”), unless either the Company or Executive provide notice to the other Party of their desire to not so renew the Initial Term or Renewal Term (as applicable) at least thirty (30) days prior to the expiration of the then-current Initial Term or Renewal Term, as applicable. All unvested shares of stock and stock options shall expire upon such termination.

(b) Duties. The Company hereby appoints Executive, and Executive shall serve, as President of its Safety Solutions Group. Executive shall report to the Company’s President and the Company’s Chief Executive Officer. The Executive shall have such duties and responsibilities as are consistent with Executive’s position. In addition, Executive will continue to serve as President of Mobile Tint LLC dba A1 Glass Coating (“Mobile”)

(c) Best Efforts. During the Term, the Executive shall devote Executive’s best efforts and full time and attention to promote the business and affairs of the Company and its affiliated companies, including Mobile and shall be engaged in other business activities only to the extent that such activities are not competitive with the Company and do not interfere or conflict with Executive’s obligations to the Company hereunder, including, without limitation, the obligations pursuant to Section 6. Notwithstanding the foregoing, the Executive may (A) serve on corporate, civic, educational, philanthropic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments and consult non-competitive businesses so long as such activities do not significantly interfere with the performance of the Executive’s responsibilities hereunder. The foregoing shall also not be construed as preventing the Executive from investing Executive’s assets in such form or manner as will not require any significant services on Executive’s part in the operation of the affairs of the businesses or entities in which such investments are made; provided, however, that the Executive shall not invest in any business competitive with the Company, except that the Executive shall be permitted to own not more than 5% of the stock of those companies whose securities are listed on a national securities exchange or quoted on the OTC Markets.

2. Compensation and Other Benefits. As compensation for the services to be rendered hereunder, during the Term the Company shall pay to the Executive the salary and bonuses, and shall provide the benefits, as set forth in this Section 2.

(a) Base Salary. Mobile shall pay to the Executive an annual base salary of $240,000 annually, payable on a bi-weekly basis commencing on the effective date (the “Base Salary”). It is understood that although the Executive’s Base Salary will be paid by Mobile, only 50% of the Base Salary will be deducted from the calculation of the EBIT Value as defined in Section 2.06 of the Share Exchange Agreement and Plan of Reorganization dated June 30, 2021, by and between by and among C-Bond Systems, Inc., Mobile Tint LLC, the Shareholders of Mobile Tint LLC; and Michael Wanke as the Shareholder Representative. For the avoidance of doubt, 50% of the Base Salary will be allocated to the expenses of Mobile, and the other 50% of the Base Salary will be allocated to the expenses of the Company.

(b) Bonus. The Executive shall be eligible for an annual bonus payment in an amount to be determined by the Board of Directors of the Company (the “Bonus”). The Bonus shall be determined and payable based on the achievement of certain performance objectives of the Company as established by the Board and communicated to and agreed to by the Executive in writing as soon as practicable after commencement of the year in respect of which the Bonus is paid. The Bonus, if earned, is payable in cash and/or restricted stock at the discretion of the Board. It is understood between the Parties that the target bonus for each year shall be up to 50% of the Base Salary.

(c) Equity Grants. The Executive shall be eligible for an annual equity award (typically granted in or about May) in accordance with Company’s policies and subject to the terms of the C-Bond Systems, Inc. 2018 Long Term Incentive Plan and standard form of restricted share agreement.

(d) Expenses. The Company shall reimburse the Executive for all necessary and reasonable travel, entertainment and other business expenses incurred by Executive in the performance of Executive’s duties hereunder in accordance with such reasonable procedures as the Company may adopt generally from time to time.

(e) Vacation. The Executive shall be entitled to 4 weeks of vacation annually, holiday and sick leave at levels no less than commensurate with those provided to any other senior executives of the Company, in accordance with the Company’s vacation, holiday and other pay-for-time-not-worked policies.

(f) Retirement and Welfare Benefits. The Executive shall be entitled to participate in the Company’s health, life insurance, long and short-term disability, dental, retirement, and medical programs, if any, pursuant to their respective terms and conditions, on a basis no less than commensurate with those provided to any other senior executives of the Company. The Executive shall also be entitled to coverage of 100% of his personal health insurance costs (directly, or by reimbursement for the difference created by legally mandated health insurance cost coverage limits). Nothing in this Agreement shall preclude the Company or any affiliate of the Company from terminating or amending any employee benefit plan or program from time to time after the Effective Date, provided that any such amendment or termination shall be effective as to the Executive only if it is equally applicable to every other senior executive officer of the Company.

3. Termination.

(a) Definition of Cause. For purposes hereof, “Cause” shall mean:

(i) a material violation of any material written rule or policy of the Company, a copy of which has been provided to Executive, and which the Executive fails to correct within 10 days after the Executive receives written notice from the Board of such violation;

(ii) misconduct by the Executive to the material and demonstrable detriment of the Company;

(iii) the Executive’s conviction (by a court of competent jurisdiction, not subject to further appeal) of, or pleading guilty to, a felony;

(iv) the Executive’s continued and ongoing gross negligence in the performance of Executive’s duties and responsibilities to the Company as described in this Agreement; or

(v) the Executive’s material failure to perform Executive’s duties and responsibilities to the Company as described in this Agreement (other than any such failure resulting from the Executive’s incapacity due to physical or mental illness as determined by a doctor appointed by the Board or any such failure subsequent to the Executive being delivered a notice of termination without Cause by the Company or delivering a notice of termination for Good Reason to the Company), in either case after written notice from the Board to the Executive of the specific nature of such material failure and the Executive’s failure to cure such material failure within ten (10) days following receipt of such notice.

(b) Definition of Good Reason. For purposes hereof, “Good Reason” shall mean:

(i) The Executive no longer being the President of the Safety Solutions Group of the Company;

(ii) a reduction in Base Salary, other than as part of an across-the-board reduction in salaries of management personnel (including all vice presidents and positions above) of less than 20%;

(iii) at any time following a Change of Control (as defined in Section 4), a material diminution by the Company of compensation and benefits (taken as a whole) provided to the Executive as compared to immediately prior to a Change of Control;

(iv) any other material breach by the Company of any of the terms and conditions of this Agreement which the Company fails to correct within 10 days after the Company receives written notice from Executive of such violation.

(c) Termination by the Company. The Company may terminate the Term and Executive’s employment hereunder at any time, with or without Cause, subject to the terms and conditions herein.

(i) For Cause. In the event that the Company terminates the Term or Executive’s employment hereunder with Cause, then in such event, (A) the Company shall pay to Executive any unpaid Base Salary and benefits then owed or accrued, and any unreimbursed expenses incurred by the Executive pursuant to Section 2(e), in each case through the termination date, and each of which shall be paid within 10 days following the termination date; and (B) all of the Parties’ rights and obligations hereunder shall thereafter cease, other than such rights or obligations which arose prior to the termination date or in connection with such termination, and subject to Section 16.

(ii) Without Cause. In the event that the Company terminates the Term or Executive’s employment hereunder without Cause, then in such event, subject to Section 3(f), the Company shall pay to Executive a severance (payable monthly over the remaining term) equal to the compensation remaining for the total term of such Agreement.

(d) Termination by the Executive. The Executive may terminate the Term or resign from Executive’s employment hereunder at any time, with or without Good Reason.

(i) With Good Reason. In the event that Executive terminates the Term or resigns from Executive’s employment hereunder with Good Reason, the Company shall pay to Executive the amounts, and Executive shall, be entitled, subject to Section 3(f), to such benefits (including without limitation retaining stock awards previously granted), that would have been payable to Executive or which Executive would have received had the Term and Executive’s employment been terminated by the Company without Cause pursuant to Section 3(c)(ii).

(ii) Without Good Reason. In the event that Executive terminates the Term or resigns from Executive’s employment hereunder without Good Reason, the Company shall pay to Executive the amounts, and Executive shall be entitled to such benefits (including without limitation retaining stock awards previously granted), that would have been payable to Executive or which Executive would have received had the Term and Executive’s employment been terminated by the Company with Cause pursuant to Section 3(c)(i).

(e) Termination by Death or Disability. In the event of the Executive’s death or total disability (as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended) during the Term, the Term and Executive’s employment shall terminate on the date of death or total disability as determined by a doctor chosen by the Board and Executive shall be entitled to such benefits that would have been payable to Executive or which Executive would have received had the Term and Executive’s employment been terminated by the Company with Cause pursuant to Section 3(c)(i).

(f) The payment of the severance amounts outlined in this Agreement, other than the payment of accrued base salary and expense reimbursement under Sections 3(c)(i), 3(d)(ii) and 3(e), shall be contingent on the receipt by the Company of a complete release of all claims from the Executive in a form mutually agreed by the Parties.

(g) Automatic Termination. This Agreement and all covenants contained herein (including but not limited to those set forth in Sections 6 through 11) shall automatically terminate and be of no further force and effect if Company elects to rescind the Share Exchange Agreement Dated June 30, 2021 between Company, Mobile Tint, LLC and Executive (the “SEA”) pursuant to Section 6.10 of the SEA. The effective date of such termination shall be the same as the date that the Mobile Units (defined in the SEA) are reconveyed to the Mobile Shareholder (defined in the SEA).

4. Change of Control.

A “Change of Control” shall be deemed to have occurred if, after the Effective Date, (i) the beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of securities representing more than 50% of the combined voting power of the Company is acquired by any “person” as defined in sections 13(d) and 14(d) of the Exchange Act (other than the Company, any subsidiary of the Company, or any trustee or other fiduciary holding securities under an employee benefit plan of the Company), (ii) the merger or consolidation of the Company with or into another corporation where the shareholders of the Company, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, shares representing in the aggregate 50% or more of the combined voting power of the securities of the corporation issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any) in substantially the same proportion as their ownership of the Company immediately prior to such merger or consolidation, or (iii) the sale or other disposition of all or substantially all of the Company’s assets to an entity, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned directly or indirectly by shareholders of the Company, immediately prior to the sale or disposition, in substantially the same proportion as their ownership of the Company immediately prior to such sale or disposition. Notwithstanding anything herein to the contrary, the issuance of additional equity from numerous sources in connection with a capital raise by the Company shall not be a Change of Control. However, if a single investor or small group of related investors acting in one or a series of transactions, provide capital so as to take control of the Company (more than 50%), it shall be a change of control. For example, if a private equity firm(s) or a strategic investor invest significant capital into the Company resulting in their equity being in excess of 50%, it shall be a change of control.

(a) If a Change of Control, as defined above, occurs during the term of this Agreement, all unvested stock options/grants of the Executive shall vest in full upon the closing of the Change of Control transaction. Upon the closing of a Change of Control event, this Agreement shall terminate.

5. Post-Termination Assistance. Upon the Executive’s termination of employment with the Company, the Executive agrees to fully cooperate in all matters relating to the winding up or pending work on behalf of the Company and the orderly transfer of work to other employees of the Company following any termination of the Executives’ employment. The Executive further agrees that Executive will provide, upon reasonable notice, such information and assistance to the Company as may reasonably be requested by the Company in connection with any audit, governmental investigation, litigation, or other dispute in which the Company is or may become a party and as to which the Executive has knowledge; provided, however, that (i) the Company agrees to reimburse the Executive for any related out-of-pocket expenses, including travel expenses, and (ii) any such assistance may not unreasonably interfere with Executive’s then current employment.

6. Restrictive Covenants.

(a) In consideration of the obligations of the Company hereunder, the Executive agrees that Executive shall not:

(i) during the Term and for a period of two years after a termination of the Executive’s employment with the Company for any reason, (A) directly or indirectly become an employee, director, consultant or advisor of, or otherwise affiliated with, any business which provides, in whole or in part, the same or similar services and/or products offered by Company, or (B) directly or indirectly solicit or hire or encourage the solicitation or hiring of any person who was an employee of the Company at any time on or after the date of such termination (unless more than six months shall have elapsed between the last day of such person’s employment by the Company and the first date of such solicitation or hiring);

(ii) during or after the Term, make statements or representations, or otherwise communicate, directly or indirectly, in writing, orally, or otherwise, or take any other action which disparages the Company or its officers, directors, businesses or reputations; or during or after the Term, without the written consent of the Board, disclose to any person other than as required by law or court order, any confidential information obtained by the Executive while in the employ of the Company, provided, however, that confidential information shall not include any information known generally to the public (other than as a result of unauthorized disclosure by the Executive) or any specific information or type of information generally not considered confidential by persons engaged in the same business

(iii) as the Company, or information disclosed by the Company by any member of the Board or any other officer thereof to a third party without restrictions on the disclosure of such information.

(b) Executive agrees that the geographic scope of the above restrictions shall extend to the geographic area in which Company actively conducted business immediately prior to termination of this Agreement or expiration of the Term.

(c) For the purpose of Section 5 and Section 6 only, the term “Company” shall mean the Company and its subsidiaries. Notwithstanding the above, nothing in this Agreement shall preclude the Executive from making truthful statements or disclosures that are required by applicable law, regulation or legal process.

(d) Executive admits and agrees that Executive’s breach of the provisions of this Section 6 would result in irreparable harm to the Company. Accordingly, in the event of Executive’s breach or threatened breach of such restrictions, Executive agrees that the Company shall be entitled to an injunction restraining such breach or threatened breach without the necessity of posting a bond or other security. Further, in the event of Executive’s breach, the duration of the restrictions contained in this Section 6 shall be extended for the entire time that the breach existed so that the Company is provided with the benefit of the full-time period provided herein.

(e) In addition to injunctive relief, the Company shall be entitled to any other remedy available in law or equity by reason of Executive’s breach or threatened breach of the restrictions contained in this Section 6.

(f) If the Company or Executive retains an attorney to enforce or attest the provisions of this Section 6, the successful Party in such proceeding shall be entitled to receive its attorneys’ fees and costs so incurred both prior to filing a lawsuit, during the lawsuit and on appeal, from the unsuccessful Party in such proceeding.

(g) It is the intent and understanding of each Party hereto that if, in any action before any arbitration panel, court or agency legally empowered to enforce this Agreement, any term, restriction, covenant or promise in this Section 6 is found to be unreasonable and for that reason unenforceable, then such term, restriction, covenant or promise shall be deemed modified to the extent necessary to make it enforceable by such arbitration panel, court or agency.

(h) Notwithstanding any provision of this Agreement to the contrary, the foregoing Restrictive Covenant shall cease and be of no further force and effect if Company terminates this Agreement without Cause or Executive terminates this Agreement for Good Reason.

7. Enforcement. The Executive hereby expressly acknowledges that the restrictions contained in Section 6 are reasonable and necessary to protect the Company’s legitimate interests, that the Company would not have entered into this Agreement in the absence of such restrictions, and that any violation of such restrictions will result in irreparable harm to the Company. The Executive agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of the restrictions contained in Section 6, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. The Executive irrevocably and unconditionally (i) agrees that any legal proceeding arising out of this paragraph may be brought in any court of applicable jurisdiction and venue located in the State of Texas (the “Selected Courts”), (ii) consents to the non-exclusive jurisdiction of the Selected Courts in any such proceeding, and (iii) waives any objection to the laying of venue of any such proceeding in any Selected Court.

8. No Mitigation or Set Off. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced, regardless of whether the Executive obtains other employment. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which the Company may have against the Executive or others; provided, however, the Company shall have the right to offset the amount of any funds loaned or advanced to the Executive and not repaid against any severance obligations the Company may have to the Executive hereunder.

9. Return of Documents. Upon termination of Executive’s employment, the Executive agrees to return all documents belonging to the Company in Executive’s possession including, but not limited to, contracts, agreements, licenses, business plans, equipment, software, software programs, products, work-in-progress, source code, object code, computer disks, books, notes and all copies thereof, whether in written, electronic or other form; provided that the Executive may retain copies of Executive’s rolodex. In addition, the Executive shall certify to the Company in writing as of the effective date of termination that none of the assets or business records belonging to the Company are in Executive’s possession, remain under Executive’s control, or have been transferred to any third person.

10. Intellectual Property Rights.

(a) Disclosure of Work Product. As used in this Agreement, the term “Work Product” means any invention, whether or not patentable, know-how, designs, mask works, trademarks, formulae, processes, manufacturing techniques, trade secrets, ideas, artwork, software or any copyrightable or patentable works. Executive agrees to disclose promptly in writing to Company, or any person designated by Company, all Work Product that is solely or jointly conceived, made, reduced to practice, or learned by Executive in the course of any work performed for Company (“Company Work Product”). Executive agrees (a) to use Executive’s best efforts to maintain such Company Work Product in trust and strict confidence; (b) not to use Company Work Product in any manner or for any purpose not expressly set forth in this Agreement; and (c) not to disclose any such Company Work Product to any third party without first obtaining Company’s express written consent on a case-by-case basis.

(b) Ownership of Company Work Product. Executive agrees that any and all Company Work Product conceived, written, created or first reduced to practice in the performance of work under this Agreement shall be deemed “work for hire” under applicable law and shall be the sole and exclusive property of Company.

Assignment of Company Work Product. Executive irrevocably assigns to Company all right, title and interest worldwide in and to the Company Work Product and all applicable intellectual property rights related to the Company Work Product, including without limitation, copyrights, trademarks, trade secrets, patents, moral rights, contract and licensing rights (the “Proprietary Rights”). Except as set forth below, Executive retains no rights to use the Company Work Product and agrees not to challenge the validity of Company’s ownership in the Company Work Product. Executive hereby grants to Company a perpetual, non-exclusive, fully paid-up, royalty-free, irrevocable and world-wide right, with rights to sublicense through multiple tiers of sublicensees, to reproduce, make derivative works of, publicly perform, and display in any form or medium whether now known or later developed, distribute, make, use and sell any and all Executive owned or controlled Work Product or technology that Executive uses to complete the services and which is necessary for Company to use or exploit the Company Work Product.

(c) Assistance. Executive agrees to cooperate with Company or its designee(s), both during and after the Term, in the procurement and maintenance of Company’s rights in Company Work Product and to execute, when requested, any other documents deemed necessary by Company to carry out the purpose of this Agreement. Executive will assist Company in every proper way to obtain, and from time to time enforce, United States and foreign Proprietary Rights relating to Company Work Product in any and all countries. Executive’s obligation to assist Company with respect to Proprietary Rights relating to such Company Work Product in any and all countries shall continue beyond the termination of this Agreement, but Company shall compensate Executive at a reasonable rate to be mutually agreed upon after such termination for the time actually spent by Executive at Company’s request on such assistance.

(d) Executive Representations and Warranties. Executive hereby represents and warrants that:

(i) Company Work Product will be an original work of Executive or all applicable third parties will have executed assignments of rights reasonably acceptable to Company;

(ii) Executive will not grant, directly or indirectly, any rights or interest whatsoever in the Company Work Product to any third party;

(iii) Executive has full right and power to enter into and perform Executive’s obligations under this Agreement without the consent of any third party; and

(iv) Executive will comply with any written safety procedures or policies promulgated by the Company.

11. Confidentiality.

(a) Definition. For purposes of this Agreement, “Confidential Information” shall mean all Company Work Product and all non-public written, electronic, and oral information or materials of Company communicated to or otherwise obtained by Executive in connection with this Agreement, which is related to the products, business and activities of Company, its Affiliates (as defined below), and subsidiaries, and their respective customers, clients, suppliers, and other entities with which such party does business, including: (i) all costing, pricing, technology, software, documentation, research, techniques, procedures, processes, discoveries, inventions, methodologies, data, tools, templates, know how, intellectual property and all other proprietary information of Company; (ii) the terms of this Agreement; and (iii) any other information identified as confidential in writing by Company. Confidential Information shall not include information that: (a) was lawfully known by Executive without an obligation of confidentiality before its receipt from Company; (b) is independently developed by Executive without reliance on or use of Confidential Information; (c) is or becomes publicly available without a breach by Executive of this Agreement; or (d) is disclosed to Executive by a third party which is not required to maintain its confidentiality. An “Affiliate” of a Party shall mean any entity directly or indirectly controlling, controlled by, or under common control with, such Party at any time during the Term for so long as such control exists.

(b) Company Ownership. Company shall retain all right, title, and interest to the Confidential Information, including all copies thereof and all rights to patents, copyrights, trademarks, trade secrets and other intellectual property rights inherent therein and appurtenant thereto. Subject to the terms and conditions of this Agreement, Company hereby grants Executive a non-exclusive, non-transferable, license during the Term to use any Confidential Information solely to the extent that such Confidential Information is necessary for the performance of Executive’s duties hereunder. Executive shall not, by virtue of this Agreement or otherwise, acquire any proprietary rights whatsoever in Confidential Information, which shall be the sole and exclusive property and confidential information of Company. No identifying marks, copyright or proprietary right notices may be deleted from any copy of Confidential Information. Nothing contained herein shall be construed to limit the rights of Company from performing similar services for, or delivering the same or similar deliverable to, third parties using the Confidential Information and/or using the same personnel to provide any such services or deliverables.

(c) Confidentiality Obligations. Executive agrees to hold the Confidential Information in confidence and not to copy, reproduce, sell, assign, license, market, transfer, give or otherwise disclose such Confidential Information to any person or entity or to use the Confidential Information for any purposes whatsoever, without the express written permission of Company, other than disclosure to Executive’s, partners, principals, directors, officers, employees, subcontractors and agents on a “need-to-know” basis as reasonably required for the performance of Executive’s obligations hereunder or as otherwise agreed to herein. Executive shall be responsible to Company for any violation of this Section 11 by Executive’s employees, subcontractors, and agents. Executive shall maintain the Confidential Information with the same degree of care, but no less than a reasonable degree of care, as Executive employs concerning its own information of like kind and character.

(d) Required Disclosure. If Executive is requested to disclose any of the Confidential Information as part of an administrative or judicial proceeding, Executive shall, to the extent permitted by applicable law, promptly notify Company of that request and cooperate with Company, at Company’s expense, in seeking a protective order or similar confidential treatment for the Confidential Information. If no protective order or other confidential treatment is obtained, Executive shall disclose only that portion of Confidential Information which is legally required and will exercise all reasonable efforts to obtain reliable assurances that confidential treatment will be accorded the Confidential Information which is required to be disclosed.

(e) Enforcement. Executive acknowledges that the Confidential Information is unique and valuable, and that remedies at law will be inadequate to protect Company from any actual or threatened breach of this Section 11 by Executive and that any such breach would cause irreparable and continuing injury to Company. Therefore, Executive agrees that Company shall be entitled to seek equitable relief with respect to the enforcement of this Section 11 without any requirement to post a bond, including, without limitation, injunction and specific performance, without proof of actual damages or exhausting other remedies, in addition to all other remedies available to Company at law or in equity. For greater clarity, in the event of a breach or threatened breach by Executive of any of the provisions of this Section 11, in addition to and not in limitation of any other rights, remedies or damages available at law or in equity, Company shall be entitled to a permanent injunction or other like remedy in order to prevent or restrain any such breach or threatened breach by Executive, and Executive agrees that an interim injunction may be granted against Executive immediately on the commencement of any action, claim, suit or proceeding by Company to enforce the provisions of this Section 11, and Executive further irrevocably consents to the granting of any such interim or permanent injunction or any like remedy. If any action at law or in equity is necessary to enforce the terms of this Section 11, Executive, if it is determined to be at fault, shall pay Company’s reasonable legal fees and expenses on a substantial indemnity basis.

(f) Related Duties. Executive shall: (i) promptly deliver to Company upon Company’s request all materials in Executive’s possession which contain Confidential Information; (ii) use its best efforts to prevent any unauthorized use or disclosure of the Confidential Information; (iii) notify Company in writing immediately upon discovery of any such unauthorized use or disclosure; and (iv) cooperate in every reasonable way to regain possession of any Confidential Information and to prevent further unauthorized use and disclosure thereof.

(g) Legal Exceptions. Further notwithstanding the foregoing provisions of this Section 11, Executive may disclose confidential information as may be expressly required by law, governmental rule, regulation, executive order, court order, or in connection with a dispute between the Parties; provided that prior to making any such disclosure, Executive shall use its best efforts to: (i) provide Company with at least fifteen (15) days’ prior written notice setting forth with specificity the reason(s) for such disclosure, supporting documentation therefor, and the circumstances giving rise thereto; and (ii) limit the scope and duration of such disclosure to the strictest possible extent.

(h) Limitation. Except as specifically set forth herein, no licenses or rights under any patent, copyright, trademark, or trade secret are granted by Company to Executive hereunder, or are to be implied by this Agreement. Except for the restrictions on use and disclosure of Confidential Information imposed in this Agreement, no obligation of any kind is assumed or implied against either Party or their Affiliates by virtue of meetings or conversations between the Parties hereto with respect to the subject matter stated above or with respect to the exchange of Confidential Information. Each party further acknowledges that this Agreement and any meetings and communications of the Parties and their affiliates relating to the same subject matter shall not: (i) constitute an offer, request, invitation or contract with the other Party to engage in any research, development or other work; (ii) constitute an offer, request, invitation or contract involving a buyer-seller relationship, joint venture, teaming or partnership relationship between the Parties and their affiliates; or (iii) constitute a representation, warranty, assurance, guarantee or inducement with respect to the accuracy or completeness of any Confidential Information or the non-infringement of the rights of third persons.

12. Effect of Waiver. The waiver by either Party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach hereof. No waiver shall be valid unless in writing.

13. Assignment. This Agreement may not be assigned by either Party without the express prior written consent of the other Party hereto, except that the Company (i) may assign this Agreement to any subsidiary or affiliate of the Company, provided that no such assignment shall relieve the Company of its obligations hereunder without the written consent of the Executive, and (ii) will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise. This Agreement shall inure to the benefit of, and shall be binding upon, the successors and permitted assigns of the Parties.

14. No Third-Party Rights. Except as expressly provided in this Agreement, this Agreement is intended solely for the benefit of the Parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, any person or entity other than the Parties hereto.

15. Entire Agreement; Effectiveness of Agreement. This Agreement sets forth the entire agreement of the Parties hereto and shall supersede any and all prior agreements and understandings concerning the Executive’s employment by the Company. This Agreement may be changed only by a written document signed by the Executive and the Company. Notwithstanding the foregoing, this Agreement shall not supersede or replace any agreement entered into between the Company and the Executive with respect to any plan or benefit described in Section 2(f).

16. Survival. The provisions of Section 4, Section 5, Section 6, Section 7, Section 9, Section 10, Section 11, this Section 16, Section 18 and Section 19 shall survive any termination or expiration of this Agreement.

17. Severability. If any one or more of the provisions, or portions of any provision, of the Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions or parts hereof shall not in any way be affected or impaired thereby.

18. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE SUBSTANTIVE AND PROCEDURAL LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO RULES GOVERNING CONFLICTS OF LAW.

19. Arbitration.

(a) Other than as set forth in Section 7, any controversy, claim or dispute arising out of or relating to this Agreement or the Executive’s employment by the Company, including, but not limited to, common law and statutory claims for discrimination, wrongful discharge, and unpaid wages, shall be resolved by arbitration in San Antonio, Texas pursuant to then-prevailing National Rules for the Resolution of Employment Disputes of the American Arbitration Association. The arbitration shall be conducted by three arbitrators, with one arbitrator selected by each Party and the third arbitrator selected by the two arbitrators so selected by the Parties. The arbitrators shall be bound to follow the applicable Agreement provisions in adjudicating the dispute. It is agreed by both Parties that the arbitrators’ decision is final, and that no Party may take any action, judicial or administrative, to overturn such decision. The judgment rendered by the arbitrators may be entered in the Selected Courts. Each Party will pay its own expenses of arbitration and the expenses of the arbitrators will be equally shared provided that, if in the opinion of the arbitrators any claim, defense, or argument raised in the arbitration was unreasonable, the arbitrators may assess all or part of the expenses of the other Party (including reasonable attorneys’ fees) and of the arbitrators as the arbitrators deem appropriate. The arbitrators may not award either Party punitive or consequential damages. Notwithstanding the foregoing, this arbitration provision shall not apply to any employment related claims or administrative proceedings that cannot properly be the subject of arbitration according to applicable law.

(b) WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

20. Indemnification. During the Term, the Executive shall be entitled to indemnification and insurance coverage for directors’ and officers’ liability, fiduciary liability and other liabilities arising out of the Executive’s position with the Company in any capacity, in an amount not less than the highest amount available to any other senior level executive or member of the Board and to the full extent provided by the Company’s certificate of incorporation or by-laws, and such coverage and protections, with respect to the various liabilities as to which the Executive has been customarily indemnified prior to termination of employment, shall continue for at least six years following the end of the Term. Any indemnification agreement entered into between the Company and the Executive shall continue in full force and effect in accordance with its terms following the termination of this Agreement.

21. Notices. All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party, or by registered or certified mail, return receipt requested, postage prepaid, or by email with return receipt requested and received or nationally recognized overnight courier service, addressed as set forth below or to such other address as either Party shall have furnished to the other in writing in accordance herewith. All notices, requests, demands and other communications shall be deemed to have been duly given (i) when delivered by hand, if personally delivered, (ii) when delivered by courier or overnight mail, if delivered by commercial courier service or overnight mail, and (iii) on receipt of confirmed delivery, if sent by email.

If to the Company: C-Bond Systems, Inc.

Attn: Scott R. Silverman

6035 South Loop East

Houston, TX 77033

Email: ssilverman@cbondsystems.com

If to Executive:

Michael Wanke

2029 Pat Booker Road

Universal City, TX 78148

Email: mike@a1glasscoating.com

22. Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

23. Rule of Construction. The general rule of construction for interpreting a contract, which provides that the provisions of a contract should be construed against the Party preparing the contract, is waived by the Parties hereto. Each Party acknowledges that such Party was represented by separate legal counsel in this matter who participated in the preparation of this Agreement or such Party had the opportunity to retain counsel to participate in the preparation of this Agreement but elected not to do so.

24. Execution in Counterparts, Electronic Transmission. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. The signature of any party to this Agreement which is transmitted by any reliable electronic means such as, but not limited to, a photocopy, electronically scanned or facsimile machine, for purposes hereof, is to be considered as an original signature, and the document transmitted is to be considered to have the same binding effect as an original signature or an original document.

[Signatures appear on following page]

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.

C-Bond Systems, Inc.

Michael Wanke

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Exhibit 10.6

FORM OF COMMERCIAL LEASE AGREEMENT

This Commercial Lease Agreement (“Agreement” or “Lease”) is entered into as of the undersigned date by and between the undersigned “Landlord” and “Tenant.” The undersigned “Guarantor”, if any, is acknowledging this Agreement and agreeing to be bound to the terms of this Agreement in accordance with the personal guarantee provided hereunder. Landlord, Tenant, and Guarantor may hereinafter collectively be referred to – from time to time – as the “Parties” or individually referred to as a “Party”.

FUNDAMENTAL LEASE PROVISIONS

“Renewal Option One/1” and the “First Option,” or “Renewal Option Two/2” and “Second Option,” shall be synonymous, whether capitalized or not, wherever used in this Lease.

THE SUBMISSION OF THIS LEASE FOR EXAMINATION BY TENANT AND/OR EXECUTION THEREOF BY TENANT DOES NOT CONSTITUTE A RESERVATION OF OR OPTION FOR THE LEASED PREMISES AND THIS LEASE SHALL BECOME EFFECTIVE ONLY UPON EXECUTION BY ALL PARTIES HERETO AND DELIVERY OF A FULLY EXECUTED COUNTERPART HEREOF BY LANDLORD TO TENANT.

[SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, the Parties hereto have executed the foregoing Commercial Lease as of this the 21st day of July, 2021.

Exhibit “A”

Exhibit A-1

GUARANTY

In order to induce MDW Management, LLC (“Landlord”) to execute the foregoing Commercial Lease (the “Lease”) with Mobile Tint, LLC (“Tenant”), for a certain tract of real property with improvements thereon owned by Landlord in Bexar County Texas and commonly known as 2029 Pat Booker Rd, Universal City, TX 78148 the undersigned (“Guarantor”) (whether one or more than one) has guaranteed and by this instrument does hereby guarantee the payment and performance of all liabilities, obligations and duties (including, but not limited to, payment of rent) imposed upon Tenant under the terms of the Lease, as if Guarantor has executed the Lease as Tenant thereunder.

Guarantor hereby waives notice of acceptance of this Guaranty and all other notices in connection herewith or in connection with the liabilities, obligations and duties guaranteed hereby, including notices of default by Tenant under the Lease, and waives diligence, presentment and suit on the part of Landlord in the enforcement of any liability, obligation or duty guaranteed hereby.

Guarantor further agrees that Landlord shall not be first required to enforce against Tenant or any other person any liability, obligation or duty guaranteed hereby before seeking enforcement thereof against Guarantor. Suit may be brought and maintained against Guarantor by Landlord to enforce any liability, obligation or duty guaranteed hereby without joinder of Tenant or any other person. The liability of Guarantor shall not be affected by any indulgence, compromise, settlement or variation of terms which may be extended to Tenant by Landlord or agreed upon by Landlord and Tenant, and shall not be impaired, modified, changed, released or limited in any manner whatsoever by any impairment, modification, change, release, or limitation of the liability of Tenant or its estate in bankruptcy, or of any remedy for the enforcement thereof, resulting from the operation of any present or future provision of the Federal Bankruptcy Code, or any similar law or statute of the United States or any State thereof. Landlord and Tenant, without notice or consent by Guarantor, may at any time or times enter into such extensions, amendments, assignments, subleases, or other covenants respecting the Lease as they may deem appropriate; and Guarantor shall not be released thereby, but shall continue to be fully liable for the payment and performance of all liabilities, obligations and duties of Tenant under the Lease as so extended, amended, assigned or otherwise modified including, without limitation, any period of time during which Tenant continues to occupy the Leased Premises in excess of the Lease Term. Landlord shall not be required to make any demand on Tenant, apply any security deposit or Prepaid Rent being held by Landlord on behalf of Tenant or any other credit in favor of Tenant, or otherwise pursue or exhaust its remedies against Tenant before, simultaneously with, or after enforcing its rights and remedies hereunder against Guarantor.

The validity of this Guaranty and the liability of Guarantor hereunder shall in no way be terminated, affected or impaired by the modification, limitation, release or discharge of Tenant in any bankruptcy or other proceeding, the rejection or disaffirmance of the Lease in any such proceeding or any disability of Tenant, the assumption and assignment or transfer of the Lease by Tenant or Tenant’s bankruptcy trustee, or any other relief of Tenant from any of Tenant’s obligations under the Lease by operation of law, Guarantor hereby waiving all suretyship defenses.

It is understood that other agreements similar to this Guaranty may, at Landlord’s sole option and discretion, be executed by other persons with respect to the Lease. This Guaranty shall be cumulative of any such agreements and the liabilities and obligations of Guarantor hereunder shall in no event be affected or diminished by reason of such other agreements. Moreover, in the event Landlord obtains another signature of more than one guarantor on this page or by obtaining additional guaranty agreements, or both, Guarantor agrees that Landlord, in Landlord’s sole discretion, may (i) bring suit against all guarantors of the Lease jointly and severally or against any one or more of them, (ii) compound or settle with any one or more of the guarantors for such consideration as Landlord may deem proper, and (iii) release one or more of the guarantors from liability. Guarantor further agrees that no such action shall impair the rights of Landlord to enforce the Lease against any remaining guarantor or guarantors, including Guarantor. Notwithstanding the above, until such time as all of Tenant’s obligations under the Lease are fully performed, Guarantor waives any rights that Guarantor may have against Tenant by reason of any one or more payments or acts in compliance with the obligations of Guarantor under this Guaranty, and subordinates any liability or indebtedness of Tenant held by Guarantor to the obligations of Tenant to Landlord under the Lease.

Guarantor agrees that if Landlord shall employ an attorney to present, enforce or defend all of Landlord’s rights or remedies hereunder, Guarantor shall pay any reasonable attorney’s fees incurred by Landlord in such connection. This Guaranty is a guaranty of payment and performance, not a guaranty of collection. This Guaranty shall be binding upon Guarantor and the successors, heirs, executors and administrators of Guarantor, and shall inure to the benefit of Landlord and Landlord’s heirs, executors, administrators, and assigns. Guarantor waives the benefit of any statute of limitations affecting Guarantor’s liability hereunder to the maximum extent permitted under applicable law.

This Guaranty shall be governed by and construed in accordance with the laws of the State of Texas, applicable to agreements made and to be wholly performed within the State of Texas. Guarantor hereby consents to the jurisdiction of any competent court within Bexar County, Texas.

The signatory executing this Guaranty warrants that such signatory is duly authorized to bind the undersigned Guarantor to this Guaranty, and both the undersigned signatory and Guarantor warrant and represent to Landlord that that the form and entry of this Guaranty was duly approved and authorized in accordance with any governing documents for the Guarantor or applicable law.

Notwithstanding the foregoing, this Guaranty shall terminate upon the occurrence of earlier of the following: (i) the date of Guarantor’s acquisition of 100% of the ownership interests of the Tenant; (ii) the date that Guarantor beneficially owns less than an eighty percent (80%) ownership interest in Tenant; or (iii) two (2) years from and after the effective date of this Guaranty.

EXECUTED, THIS 21st day of July, 2021 to be effective the same day as the effective day of the Lease.

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