Healthtech Solutions, Inc./UT (Form: 8-K, Received: 02/02/2023 16:44:44)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________

FORM 8-K

______________

CURRENT REPORT

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

Date of Report (Date of earliest event reported): January 27, 2023

______________

HEALTHTECH SOLUTIONS, INC./UT

(Exact name of registrant as specified in its charter)

______________

Utah	0-51012	84-2528660
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

181 Dante Avenue, Tuckahoe, New York 10707

(Address of Principal Executive Office) (Zip Code)

844-926-3399

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered

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

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

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 2.01

COMPLETION OF ACQUISITION OF ASSETS

ITEM 3.02

UNREGISTERED SALE OF EQUITY SECURITIES

ITEM 1.01

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

ITEM 5.02

ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On January 27, 2023 Healthtech Solutions, Inc. (“HLTT”) completed its acquisition of 51% of the equity interest in World Reach Holdings, LLC (“WR Holdings”) from Jelena Olmstead (“Olmstead”) and James Pesoli (“Pesoli”) and their respective holding companies. The acquisition was made pursuant to the Equity Exchange Agreement dated December 21, 2022 between HLTT and affiliates and WR Holdings and affiliates. In consideration for the equity interest in WR Holdings, HLTT issued to the members of WR Holdings 23,715,673 shares of HLTT common stock and warrants to purchase 1,700,000 shares of HLTT common stock for $.25 per share, and issued to World Reach Med, LLC (“WR Med”), an affiliate of WR Holdings, warrants to purchase 530,769 shares of HLTT common stock for $.25 per share. WR Holdings is a holding company that owns all of the membership interest in World Reach Health, LLC (“WRH”). WRH is engaged in the business of distributing healthcare-related products and services, and has served since August 2022 as the primary distributor for wound care products manufactured by or on behalf of Healthtech Wound Care, Inc.

During 2022, WR Med loaned to HLTT and its subsidiaries $1,393,869. In connection with the closing of the acquisition and in consideration of those loans, on January 27, 2023 HLTT issued to WR Med a Promissory Note dated as of December 31, 2022 in the principal amount of $1,393,869 and entered into a Security Agreement giving WR Med a lien on the assets of HLTT and its subsidiaries to secure HLTT’s obligations under the Promissory Note. The principal amount of the Promissory Note will accrue interest at 8% per annum during 2023 and at 12% per annum during 2024. Principal and interest on the Promissory Note will be payable on December 31, 2024.

Pursuant to the Equity Exchange Agreement, on January 27, 2023 the HLTT Board of Directors increased the number of members of the Board to four and appointed Mr. Pesoli to fill the vacancy on the Board. In addition, the Board of Directors appointed Ms. Olmstead to serve as the Chief Executive Officer of HLTT and Mr. Pesoli to serve as Senior Vice President of HLTT. Information concerning Ms. Olmstead and Mr. Pesoli follows:

Jelena Olmstead. Ms. Olmstead has over 18 years of experience in management of companies in the healthcare sector, including positions with a focus on wound care. Prior to 2015, Ms. Olmstead was employed by Invacare Corporation, where she became responsible for managing all key accounts, including long-term care facilities and group purchasing organizations. In 2015, after Invacare sold assets to Joerns Healthcare, Ms. Olmstead was appointed by Joerns Healthcare its Senior Director of Business Development for Acute, Long-Term and Home Health Care. In 2018 Ms. Olmstead joined NuMotion, the nation’s largest provider of complex rehab technologies. As a Director for NuMotion, Ms. Olmstead was responsible for the company’s programs throughout the Midwest. In 2020 Ms. Olmstead joined World Reach Health LLC as President of Sales and Business Development. Ms. Olmstead graduated from Purdue University in 2003.

James Pesoli. Mr. Pesoli has been engaged in the practice of business law since graduating law school in 2009. He also has over 10 years of experience in business management. In 2012 Mr. Pesoli co-founded Sonic Cleaning Services, LLC, which provided non-professional staff to skilled nursing and long-term care facilities throughout the Midwest. Mr. Pesoli and his partners sold that business and separated from it in 2015. In 2018 Mr. Pesoli co-founded Disruptive Media Partners, LLC, a media and entertainment consulting firm that provided financing, deal strategy and global production services to film producers and others in the entertainment industry. In 2019 Mr. Pesoli launched Munitech, LLC, an SaaS provider of e-platforms for government services. In 2020 Mr. Pesoli joined World Reach Health LLC as CEO. Mr. Pesoli graduated from The John Marshall Law School in 2009.

On January 27, 2023 HLTT entered into Executive Employment Agreements with each of its three executive officers. Each of the Agreements has a three-year term and provides for an annual salary, a bonus at the discretion of the Board of Directors, and customary perks. The significant distinctions among the agreements are:

	Jelena Olmstead	Manuel Iglesias	James Pesoli
Position with HLTT:	Chief Executive Officer	President, Chief Operating Officer	Senior Vice President
Position with Subsidiaries:	__	Manager-Designate and Chief Financial Officer: WR Holdings, WRH and The Clia Lab LLC	Chief Executive Officer: WR Holdings and WRH
Commitment:	Full-Time	Full-Time	Not Full-Time
Base Salary:	$350,000	$240,000	$240,000

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Financial Statements

Audited Financial Statements of World Reach Holdings, LLC for the years ended December 31, 2022 and 2021 – to be filed by amendment.

Pro Forma Financial Statements of the Registrant for the years ended December 31, 2022 and 2021 – to be filed by amendment.

Exhibits

10-a	Equity Exchange Agreement dated December 21, 2022 among Healthtech Solutions, Inc., Healthtech Wound Care, Inc., The Clia Lab, LLC, Cellsure L3C, Healthtech Management Services, Inc., World Reach Health, LLC, World Reach Med, LLC, World Reach Holdings, LLC, Live For Today Ventures, LLC, Redi-Med Consulting, LLC, Jelena Olmstead and James Pesoli – filed as an exhibit to Current Report on Form 8-K dated December 21, 2022 and incorporated herein by reference.
10-b	Promissory Note dated as of December 31, 2022 issued by Healthtech Solutions, Inc. to World Reach Med, LLC.
10-c	Security Agreement dated January 27, 2023 between Healthtech Solutions, Inc. and its subsidiaries and World Reach Med, LLC.
10-d	Executive Employment Agreement dated January 27, 2023 between Healthtech Solutions, Inc. and Jelena Olmstead.
10-e	Executive Employment Agreement dated January 27, 2023 between Healthtech Solutions, Inc. and Manuel E. Iglesias.
10-f	Executive Employment Agreement dated January 27, 2023 between Healthtech Solutions, Inc. and James Pesoli.
104	Cover page interactive data file (embedded within the iXBRL document)

SIGNATURES

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

Healthtech Solutions, Inc.

Date: February 2, 2023

By:

/s/ Manuel E. Iglesias

Manuel E. Iglesias, President

PROMISSORY NOTE

(“Note”)

Amount of Note:

Date of Note:

$1,393,689.00 USD

December 31, 2022

(the “Effective Date”)

FOR VALUE RECEIVED, the undersigned, Healthtech Solutions, Inc. (“Borrower” or “Healthtech”), a Utah Corporation with a principal place of business located at 181 Dante Avenue, Tuckahoe, New York 10707, hereby promises to pay to the order of World Reach Med, LLC (“Lender”), a Delaware limited liability company with a principal place of business located at 8 W Campbell St., Suite 205, Arlington Heights, Illinois 60005, or at such other place as Lender may direct, in lawful money of the United States of America constituting legal tender in payment of all debts and dues, public and private, together, with interest thereon, calculated at the rate and in the manner set forth herein, the Principal (defined below). Borrower and Lender may sometimes be referred to herein individually as a “Party” and collectively as the “Parties.”

Principal. Commencing in January 2022, Lender began advancing sums to Borrower, as noted in the payment scheduled (the “Payment Schedule”), a copy of which is attached hereto and incorporated herein for reference as Exhibit “A.” As of the Effective Date of this Note, Borrower acknowledges that Lender has advanced the principal sum of One Million Three Hundred Ninety-Three Thousand Six Hundred Eighty-Nine Dollars ($1,393,869.00 USD) (the “Principal”) to Borrower, which Borrower acknowledges having received. The Parties may mutually agree to increase the amount of the Principal.

Interest.

The outstanding Principal due hereunder will bear interest (the “Interest”) as follows:

at the rate of zero percent (0%) per annum from January 1, 2022, through December 31, 2022; thereafter,

ii.

from January 1, 2023, through December 31, 2023, at the rate of eight percent (8%) per annum; thereafter

iii.

from January 1, 2024, through December 31, 2024, at the rate of twelve percent (12%) per annum.

Interest on all Principal outstanding from time to time hereunder will be calculated on the basis of a 365-day year applied to the actual number of days during which the Principal is outstanding, by multiplying the product of the Principal amount and the applicable Interest rate by the actual number of days elapsed, and dividing by 365. In no event will the rate of interest calculated hereunder exceed the maximum rate allowed by law.

Default Interest Rate. Upon an Event of Default (defined below), and during the continuation thereof, and after the Maturity Date (defined below), the Interest rate on this Note shall automatically increase by five (5) percentage points (the “Default Rate”). Any unpaid accrued Interest subject to the Default Rate shall be added to the Principal and such sum will bear interest until paid in full. The Default Rate under this Note shall not exceed the maximum rate permitted by applicable law

Payments. The outstanding Principal balance of the Note, together with any interest due hereunder, is due and payable upon the earlier of (a) on or before 3:00pm CST on December 31, 2024 (the “Maturity Date”), or (b) the occurrence of an Event of Default (defined below).

Application of Payments. Payments made hereunder shall be first applied to late charges, costs of collection or enforcement and other similar amounts due, if any, and then to Interest due and payable hereunder and the remainder to Principal due and payable hereunder.

Prepayment. Subject to Section 5(a) below, Borrower may repay the sums due hereunder, in part or in full, at any time, without paying any prepayment charge or penalty. If Borrower makes a partial prepayment, there will be no changes in the due date unless the Lender agrees in writing to those changes. Early payments will not, unless otherwise later agreed to in writing between the Parties, relieve Borrower of Borrower’s obligation to continue to make payments hereunder.

Prepayment Penalties. Borrower agree that all loan fees and other prepaid finance charges, if any, or if applicable, are earned fully and due and payable as of the date of the loan closing, which shall be the date all loan documents are fully executed by Borrower and will not be subject to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law.

Security for Payment. As security for the full, prompt and complete payment and performance when due of the Principal and all other indebtedness, accrued Interest and other obligations created or arising under this Note (including all costs of enforcement of the Lender’s rights and remedies) and all instruments and documents entered into in connection with this Note (collectively, the “Indebtedness”), the Borrower hereby pledges to the Lender, and grants to the Lender, a continuing first priority security interest in and to all of the Borrower’s right, title and interest of every kind and nature whatsoever in and to all of its assets, including, without limitation, all of the assets of the Borrower’s subsidiaries, including, without limitation, World Reach Health, LLC (“WRH”), a Delaware limited liability company, The Clia Lab, LLC (“Clia”), a Delaware limited liability company, Healthtech Wound Care, Inc. (“HWC”), a Delaware corporation (WRH, Clia and HWC may sometimes be referred to herein as an “HLTT Subsidiary” or collectively as the “HLTT Subsidiaries”) (collectively, the “Collateral”). In order to further secure and perfect the Lender’s security interest in the Collateral, simultaneously herewith, the Borrower agrees to execute and deliver to the Lender such other documents and instruments as requested by the Lender, including, without limitation, the security agreement (the “Security Agreement”) and a UCC-1 Financing Statement (the “Financing Statement”). The grant to the Lender of a security interest in the Collateral shall convey to the Lender only the benefits of the Collateral and the Lender shall not be deemed to have assumed the obligations and liabilities with respect to any of the Collateral, and the Borrower shall (and hereby agrees to) perform or cause to be performed all of the Borrower’s obligations under all agreements in connection with and relating to the Collateral, and the Borrower shall not be released from such obligations by making such grant of security to the Lender.

Rights in Collateral. Until such time as the Indebtedness has been repaid in full, upon receipt by the Borrower of any revenue, income, profits or other sums in connection with the Collateral, payable pursuant to any agreement or otherwise, or of any check, draft, note, trade acceptance or other instrument evidencing an obligation to pay any such sum, the Borrower agrees to hold the same in trust for the Lender and forthwith, without any notice or demand whatsoever (all such notices, demands or other actions being expressly waived), to endorse, transfer and deliver any such sums or instruments, or both, to the Lender to be applied to the payment of the Indebtedness. Upon the Borrower’s request following the indefeasible repayment of the Indebtedness in full in immediately available funds, the Lender shall terminate its security interests without warranty or recourse pursuant to documents in form and substance reasonably acceptable to the Lender.

Intercreditor Agreement. If applicable, the Parties entering into this Note will agree to enter into an intercreditor agreement (the “Intercreditor Agreement”) with other parties that advanced funds to the HLTT Subsidiaries (collectively, the “Co-Lenders”) (Borrower, Lender and Co-Lenders will collectively be referred to herein as the “Loan Parties”). This Note, the Security Agreement, the Financing Statement and the Intercreditor Agreement will collectively be referred to herein as the “Loan Documents,” copies of which are attached hereto and incorporated herein for reference as Exhibit “A.”

Events of Default.

“Event of Default” means the occurrence of any of the following events (collectively, with any other event that would constitute default or breach hereunder), unless (x) conducted by Borrower and/or the HLTT Subsidiaries in the ordinary course of business, (y) superseded, if applicable, by the terms and conditions of the Intercreditor Agreement, or (z) unless otherwise agreed to in writing between the Loan Parties:

Payment Default. Default in the payment of the Principal or of Interest on this Note, as and when due and payable, unless such default is cured within five (5) business days after written notice of such default is provided by Lender to Borrower (provided that Lender will not be obligated to give written notice of default more than twice in any calendar year); or

ii.

Other Defaults. Borrower fail to comply with or to pay or perform any other term, obligation, covenant or condition contained in any other agreement between the Parties; or

iii.

Transfer of Assets. Borrower leases, sells or otherwise conveys, or agrees to lease, sell or otherwise convey, a material part of its assets or business outside of the ordinary course of business, unless otherwise approved between the Loan Parties, or in accordance with the Intercreditor Agreement; or

iv.

False Statements by Borrower. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower’s behalf under this Note or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter

Insolvency. Insolvency of Borrower, or assignment for the benefit of creditors by Borrower, or commencement of a voluntary or involuntary case in bankruptcy, receivership or insolvency by or against Borrower; or

vi.

Creditor or Forfeiture Proceedings. A levy, writ of attachment, garnishment, foreclosure, replevin, repossession, attachment, execution or similar forfeiture process is issued against or placed upon Borrower or any property of Borrower; or

vii.

Additional Liens. The Borrower grants or permits to attach any lien, security interest or other encumbrance on any portion of the Collateral without the Lender’s prior written consent; or

viii.

Litigation. Any lawsuit or lawsuits are filed on behalf of one or more trade creditors against the Borrower and/or the HLTT Subsidiaries in an aggregate amount of Five Hundred Thousand Dollars ($500,000.00) or more in excess of any insurance coverage; or

ix.

Governmental Authority. Any government authority takes action that the Lender reasonably believes materially adversely affects the Borrower’s financial condition or ability to repay the Indebtedness or perform any other material obligation under any Loan Document to which it is party; or

Failure to Comply with Laws. Borrower fails to comply with all applicable statutes, laws, ordinances and governmental rules, regulations and orders to which it is subject or which are applicable to its business, property and assets; or

xi.

Termination of any Guaranty. If applicable, the revocation or attempted revocation (by operation of law or otherwise) of any guaranty or any other agreement relating to or securing the repayment of this Note, or any Event of Default under such other agreements; or

xii.

Change in Ownership. If any change in ownership of Borrower and/or the HLTT Subsidiaries of fifty percent (50%) or more of Borrower’s and/or the respective HLTT Subsidiaries’ voting stock or membership interests; or

xiii.

Adverse Change. A material adverse change occurs in Borrower’s financial condition, or Lender believes the prospect of payment or performance of this Note is impaired.

Consequences of an Event of Default. If:

a default shall occur in the payment when due, of any amount payable hereunder, which shall not have been cured, by the payment of all amounts then owing within five (5) business days after notice of such default is given to Borrower, or

ii.

Borrower fails to perform or observe, in any material respect, any covenant, agreement or condition contained in the Security Agreement and such failure continues for a period of ten (10) business days following the date of delivery of a notice to Borrower that such failure has occurred and is continuing, at the election of Lender, the Principal remaining unpaid, together with accrued Interest, shall immediately become due and payable, upon written notice to Borrower.

The provisions of the Security Agreement are incorporated herein by reference and made a part hereof as if fully set forth herein. Further, if substantially all of the Borrower’s assets shall be or are agreed in any manner by Borrower to be sold, transferred, assigned, leased, conveyed, exchanged or otherwise disposed of at any time (and regardless of whether any such assignment or transfer is direct or indirect through merger, consolidation, liquidation, reorganization, sale of assets, sale of stock, partnership interests, or other equity interests or by operation of law), then in any such event the entire unpaid Principal balance on this Note, together with all Interest accrued shall, at the sole option of Lender, become immediately due and payable.

Expenses Incurred by Lender. Borrower shall pay to Lender in addition to all other amounts due, all outside attorneys’ fees and expenses incurred by Lender in connection with: (i) Lender’s attempt, following an Event of Default, to collect the unpaid Principal and accrued Interest, or any sums due under this Note or the Security Agreement, whether or not legal proceedings are instituted by Lender, (ii) any bankruptcy, reorganization, receivership, or other proceedings affecting creditors’ rights and involving a claim under this Note or the Security Agreement, and/or (iii) any reasonable action taken by or at the direction of Lender to protect the lien of the Security Agreement or any other documents, which evidence or secure the Principal and any accrued Interest.

Nature of Remedies. Lender’s remedies under this Note or the Mortgage shall be cumulative and concurrent and may be pursued singly, successively, or together against Borrower, and Lender may resort to every other right or remedy available at law or in equity without first exhausting the rights and remedies contained herein, all in Lender’s sole discretion. Failure of Lender, for any period of time, or on more than one occasion, to exercise its option to accelerate the Maturity Date pursuant to this Note shall not constitute a waiver of the right to exercise the same at any time during the continued existence of the Event of Default or in the event of any subsequent Event of Default. Lender shall not by any other omission or act be deemed to waive any of its rights or remedies hereunder unless such waiver be in writing and signed by Lender, and then only to the extent specifically set forth therein. A waiver in connection with one Event of Default shall not be construed as continuing or as a bar to or waiver of any right or remedy in connection with a subsequent Event of Default.

Waivers. Except as expressly required herein, Borrower hereby waive all rights of notice or procedure including, without limitation, demand, presentment for payment, notice of dishonor, protest and notice of protest and diligence in collection or bringing suit and agrees that the holder hereof may accept partial payment, or release or exchange security or collateral, without discharging or releasing any unreleased collateral or the obligations evidenced hereby

Payment When Due Date is Not a Business Day. If payment hereunder becomes due and payable on a day which is not a business day, as that term is defined in generally accepted usage, the due date thereof will be extended thereon until the next business day.

10.

Checks, Drafts and Similar Items. Checks, drafts or similar items of payment received by Lender will not constitute payment, but credit therefor will be given on the date the same is honored by Lender's depository bank and final settlement thereof is reflected by irrevocable credit to Lender's account in such bank

11.

Refund of Excess Interest. In no contingency or event whatsoever will interest charged hereunder, however such interest may be characterized or computed, exceed the highest rate permissible under any law that a court of competent jurisdiction will, in a final determination, deem applicable hereto. In the event that such a court determines that Lender has received interest hereunder in excess of the highest rate applicable hereto, Lender will promptly refund such excess interest to Borrower.

12.

Cumulative Remedies. The remedies of Lender provided in this Note and any other remedies available to Lender, at law or in equity, will be cumulative and concurrent and may be pursued separately, successively or together, at the sole discretion of Lender, which may exercise them whenever necessary. The failure to exercise any right or remedy will in no event be construed as a waiver or release of the right or remedy.

13.

Representations and Warranties. The Borrower represents and warrants to the Lender as follows:

the Borrower has the power and authority to execute, deliver and perform this Note and the other Loan Documents to which it is a party, to incur the Indebtedness, and to grant to the Lender security interests upon and in the Collateral. The Borrower has taken all necessary action (including without limitation, obtaining approval of its members and managers if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party;

the provisions of this Note and the other Loan Documents create legal and valid liens on all the Collateral in favor of the Lender and such Liens will, upon the filing of a financing statement with the Delaware Secretary of State, constitute perfected and continuing liens on all the Collateral, having priority over all other Liens on the Collateral, securing all the Indebtedness, and enforceable against the Borrower;

the Borrower (a) is duly formed and organized and validly existing in good standing under the laws of the State of Utah, (b) is, if applicable, qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the failure to so qualify or be in good standing could reasonably be expected to have a material adverse effect on the Collateral, the Borrower’s property, business, operations, prospects or condition (financial or otherwise), and (c) has all requisite power and authority to conduct its business and to own its property;

the Borrower owns (or has sufficient rights under license with respect to) all rights in the other Collateral necessary to enable the Borrower to fully perform all of its obligations, representations, warranties and agreements under this Note and the other Loan Documents to which it is a party;

the Borrower owns the Collateral free and clear of all liens, charges, security interests, prior claims, title retention, claims, encumbrances, taxes, assessments, restrictions and limitations;

there is no action, legal, administrative or other proceeding pending or threatened against the Borrower’s right, title and/or interest in or to the Collateral or against the Borrower’s grant of the security interest therein hereunder, nor does the Borrower know of any basis for the assertion of any such claim;

upon perfection of the security interest by the Lender, the grant of the security interest in the Collateral to the Lender pursuant to this Note creates a valid, enforceable and perfected security interest in the Lender’s favor in the Collateral securing the payment and performance by the Borrower of its obligations under the Note;

there are no options, warrants, privileges or other rights outstanding pursuant to which any of the Collateral may be acquired;

all rents, royalties and other amounts due and payable by the Borrower under contracts, leases, license agreements and other instruments relating to the Collateral, and the furnishing of goods, processing, equipment and materials have been paid if due, or will be paid when due, if by reason of nonpayment thereof the value of any part of the Collateral or the lien of the Lender therein may be impaired, and the Borrower is not in material default under any such contract, lease, license agreement or other instrument so that such impairment has now occurred; and

without the prior written consent of the Loan Parties, the Borrower shall not, directly or indirectly, whether voluntarily, involuntarily, by operation of law or otherwise, except (x) in the ordinary course of Borrower’s business, and/or the business of the HLTT Subsidiaries, or (y) pursuant to the Intercreditor Agreement, sell, assign, transfer, exchange, lease, lend, or grant any option with respect to or dispose of any of the Collateral, or any of the Borrower’s rights therein, nor create or permit, subject to the Intercreditor Agreement, to exist any Lien on or with respect to any of the Collateral. The Borrower represents that it has not previously sold, granted, assigned or disposed of, and warrants and covenants that it will not until indefeasible repayment of the Indebtedness in full in immediately available funds, sell, offer to sell, grant or permit the creation of liens or security interests upon, hypothecate or otherwise dispose of any item of Collateral (including proceeds thereof), or any part thereof or interest therein, at any time, except for with the prior written consent of the Lender which consent may be granted or withheld in the Lenders sole and absolute discretion.

14.

Covenants. The Borrower covenants, other than (i) in the ordinary course of the Borrower’s and/or the HLTT Subsidiaries’ ordinary course of business, (ii) pursuant to the Intercreditor Agreement and/or (iii) as otherwise consented to in writing by the Loan Parties, that:

the Borrower shall not incur any material indebtedness not approved by the Loan Parties;

the Borrower shall not wind up, liquidate or dissolve its affairs, or sell, lease, license, transfer, or otherwise dispose of or grant an interest in all or substantially all of the Collateral or its other properties and assets;

the Borrower shall not directly or indirectly create, incur or suffer to exist, and shall promptly discharge or cause to be discharged, any security interest or lien on or with respect to the Collateral other than the Lender’s security interest and any other security interest expressly permitted by the Lender;

the Borrower shall, at any time or from time to time upon the request of the Lender, execute and deliver such further documents and do such other acts and things as Lender may reasonably request in order to effect fully the purposes of this Note the other Loan Documents and to provide for the payment and performance of the Indebtedness of the Borrower in accordance with the terms of this Note and the other Loan Documents;

the Borrower shall pay or cause to be paid all taxes and other levies with respect to the Collateral when the same become due and payable;

the Borrower shall comply with all laws, statutes and regulations pertaining to the Borrower’s use and ownership of the Collateral and the conduct of the Borrower’s business;

the Borrower shall keep accurate and complete books and records pertaining to the Collateral in accordance with generally accepted accounting principles;

the Borrower shall, at the Borrower’s own expense, take any and all actions necessary to preserve, protect and defend the Lender’s security interest in the Collateral and the publication, perfection and priority thereof against all adverse claims, including appearing in and defending any and all actions and proceedings which purport to affect any of the foregoing. The Borrower will promptly reimburse the Lender for all actual out-of-pocket sums, including costs, expenses and actual outside attorneys’ fees, incurred in connection with defending, protecting or enforcing the Lender’s security interest in the Collateral; and

the Borrower shall promptly notify the Lender in writing of the following matters after obtaining knowledge thereof:

any material, uncured default under any of the Loan Documents, any agreement material to the business, financial conditions or results of operations of the Borrower or in connection with any portion of the Collateral; and/or

ii.

the occurrence of any event of force majeure.

15.

Delivery of Collateral. Subject to Borrower and/or the HLTT Subsidiaries maintaining transactions in the ordinary course of business, or as superseded by the Intercreditor Agreement, or as otherwise later agreed to between the Loan Parties, upon demand by the Lender, the Borrower shall deliver possession to the Lender of any Collateral to the extent the Lender determines that such possession is necessary to publish and/or perfect the Lender’s security interest in such Collateral or to maintain the priority of such security interest, accompanied by such instruments of assignment or transfer as the Lender may specify and stamped or marked in such manner as the Lender may specify.

16.

Audit Rights. The Lender shall at all reasonable times upon reasonable advanced notice have full access to, and the right to audit, any and all of the Borrower’s books and records pertaining to the Collateral.

17.

Miscellaneous.

Authorization to Record. The Borrower hereby authorizes the Lender and its agents and attorneys to: (i) record the Security Agreement; (ii) to file any and all financing statements and forms and amendments thereto deemed necessary by the Lender to publish, perfect or evidence its security interest in the Collateral granted hereunder, and (iii) record any release of liens or mortgages, which the Lender will timely file after the satisfaction of the Note, if ever, in each case, at the Borrower’s expense.

Assignment. Except to an affiliated entity of Lender, the Parties agree that the Loan Documents may not be assigned without the written consent of the Loan Parties, or, alternatively, if the Co-Lenders are no longer at issue, then between the Borrower and the Lender. In the event of an approve assignment, the Parties agree to execute any and all documents reasonably required by Lender to facilitate and evidence such assignment, including the execution of replacement promissory notes in the denominations requested by Lender. Any and all such replacement promissory notes will contain a cross-default provision, whereby a default under one such promissory note will be a default under all such promissory notes. Borrower shall not have the right, power, or authority to assign this Note or any of Borrower’s obligations and/or rights hereunder, either voluntarily, involuntarily or by operation of law, without the prior written approval of the Lender. Subject to the foregoing, this Note shall be binding upon, and inure to the benefit of, the successors and assigns of Borrower and Lender.

Notice.

To the Borrower. Unless applicable law requires a different method, any notice that must be given to Borrower under this Note will be in writing and will be given by delivering it, sending it by overnight delivery service or mailing it by first class mail, to Borrower, or at a different address if Lender is given written notice of such different address in accordance with the provisions hereof at:

If to Borrower:

Healthtech Solutions, Inc.

181 Dante Avenue

Tuckahoe, NY 10707

Attn: Manuel E. Iglesias

Phone: 786-247-0227

Email: president@hltt.tech

ii.

To the Lender. Unless applicable law requires a different method, any notice that must be given to Lender under this Note will be in writing and will be given by delivering it, sending it by facsimile, sending it by overnight delivery service or mailing it by first class mail, to Lender, or at a different address if Lender is given written notice of such different address in accordance with the provisions hereof at:

World Reach Med, LLC

8 W. Cambell St

Suite 205

Arlington Heights, IL 60005

Attn: Jim Pesoli

Phone: 847-721-8122

Fax: 847-463-0554

Email: jimpesoli@gmail.com

Time Is of the Essence. Borrower waives diligence, presentment, protest and demand, notice of protest, of demand, or nonpayment, of dishonor and of maturity and agrees that time is of the essence of every provision hereof; and consents to any and all renewals, extensions or modifications of the terms hereof including, without limitation, time for payment, and further agrees that any such renewal, extension or modification, or the release or substitution of any person or security for the indebtedness evidenced hereby, shall not affect the liability of any parties not released in writing by Lender for the indebtedness evidenced by this Note. Any such renewals, extension, modifications, releases or substitutions may be made without notice to any of such parties.

No Intent of Usury. None of the terms and provision contained in this Note or in other documents or instruments related hereto, shall ever be construed to create a contract for the use, forbearance or detention of money requiring payment of interest at a rate in excess of the maximum interest permitted to be charged by application laws or regulation governing this Note. Without limiting the above, this Note is subject to the express condition that at no time shall Borrower be obligated or required to pay any amount under this Note including any interest on the principal balance at a rate in excess of the maximum interest rate which Borrower are permitted by applicable law to contract or agree to pay. In determining whether or not the interest or any other amount paid or payable under this Note exceeds the maximum rate permitted under applicable law (i) Borrower and Lender shall to the extent permitted under applicable law characterize any non-principal payment, as a fee, premium or expense rather than interest, and (ii) all sums paid or agreed to be paid to Lender for the use, forbearance, or detention of the debt, shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term until payment in full so that the rate or amount of interest on account of the debt does not exceed the maximum lawful rate of interest.

Service of Process. Borrower hereby irrevocably appoints and designates its agent of record as its true and lawful attorney-in-fact and duly authorized agent for service of legal process and agrees that service of such process upon such agent and attorney-in-fact shall constitute personal service of such process upon Borrower. Lender shall send a copy of any such service of process to Borrower in accordance with the requirements for notice in the this Note and/or the Loan Documents.

Further Assurances. The Parties shall execute and deliver any and all additional papers, documents, and other instruments and shall do any and all further acts and things reasonably necessary in connection with the performance of each of their obligations hereunder to carry out the intent of this Note.

Captions and Headings. The captions or headings at the beginning of each paragraph, section or subsection of this Note are for the convenience of the Parties only and are not to be construed as defining, limiting, or expanding, in any way, the scope or intent of the provisions of this Note.

Interpretation. As used herein, the terms "Borrower", "Lender" and "holder" will be deemed to include their respective successors, legal representatives and assigns, whether by voluntary action of the Parties or by operation of law.

Modification / Amendment. No modification, amendment, waiver, termination or discharge of this Note or of any of the terms or provisions hereof shall be binding upon any of the Parties hereto, unless confirmed in writing by the Parties. No waiver by either Party of any term or provision of this Note or of any default hereunder shall affect the other Party’s respective rights thereafter to enforce such terms or provisions or to exercise any right or remedy in the event of any other default, whether similar or not. Any verbal or written understanding previously agreed upon shall be null and void upon full execution of this Note.

Choice of Law and Severability. To the extent allowed by applicable law, Borrower hereby submit to jurisdiction in state and federal courts having jurisdiction over persons and property located in the State of Utah. This Note will be governed by and be construed in accordance with the laws of the State of Utah without regard to its conflicts of laws principles. Whenever possible each provision of this Note will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Note will be prohibited by or invalid under applicable law, such provision will be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Note.

Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, Borrower and Lender hereby voluntarily, knowingly, irrevocably and unconditionally waive any right to have a jury participate in resolving any dispute (whether based upon contract, tort or otherwise) between or among them arising out of or in any way related to THE LOAN DOCUMENTS. This provision is a material inducement to Lender to provide the financing described herein or in the SECURITY AGREEMENT.

Financial Statements. Except for those financials that have been publicly reported by Borrower, which Lender can publicly Borrower agrees to provide Lender with such financial statements and other related information at such frequencies and in such details as Lender may reasonably request.

Attorneys’ Fees. Borrower agrees to pay all reasonable outside attorney’s fees and costs incurred by the Lender or holder hereof in collecting or attempting to collect this Note, whether by suit or otherwise.

Legal Representation. THE PARTIES HEREBY REPRESENT AND WARRANT THAT THE PARTIES HAVE HAD AN OPPORTUNITY TO CONSULT INDEPENDENT LEGAL COUNSEL AND/OR HAVE BEEN REPRESENTED BY COUNSEL OF THE PARTIES’ OWN CHOOSING IN THE PREPARATION AND ANALYSIS OF THIS NOTE. THE PARTIES HAVE READ THIS NOTE WITH CARE AND BELIEVES THAT EACH OF THE PARTIES ARE FULLY AWARE OF AND UNDERSTAND THE CONTENTS OF THIS NOTE AND ITS LEGAL EFFECT.

SIGNATURE PAGE FOLLOWS

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signature page TO THE note DATED DECEMBER 31, 2022

BETWEEN

HEALTHTECH SOLUTIONS, INC.

AND

WORLD REACH MED, LLC

PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THE LOAN DOCUMENTS. BORROWER AGREES TO THE TERMS OF THE LOAN DOCUMENTS.

BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THE LOAN DOCUMENTS.

Borrower has caused this Note to be executed as of the day first written above.

BORROWER

_____________________________

Healthtech Solutions, Inc.

By: Manuel E. Iglesias

Its: President and Authorized Signatory

Principal Amount: $1,393,869.00 USD

Loan Date: December 31, 2022

SECURITY AGREEMENT

This Security Agreement (this “Agreement”) is entered into as of January 27, 2023 (the “Effective Date”) between Healthtech Solutions, Inc. (“Borrower” or “Healthtech”), a Utah Corporation with a principal place of business located at 181 Dante Avenue, Tuckahoe, New York 10707, including, without limitation, Healthtech’s subsidiaries, Healthtech Wound Care, Inc. (“HWC”), a Delaware corporation, The Clia Lab, LLC (“Clia”), a Delaware limited liability company and World Reach Health, LLC (“WRH”), a Delaware limited liability company, (HWC, Clia and WRH may collectively be referred to herein as the “HLTT Subsidiaries”) (Healthtech and the HLTT Subsidiaries may sometimes be referred to herein as the “Healthtech Parties”) and World Reach Med, LLC (“Lender”), a Delaware limited liability company, with a principal place of business located at 8 West Campbell St., Suite 205, Arlington Heights, Illinois 60005. The Healthtech Parties and Lender may sometimes be referred to herein individually as a “Party” and collectively as the “Parties.”

FOR VALUE RECEIVED, and in consideration of the granting by the Lender of the financial accommodations to or for the benefit of the Borrower, including, without limitation, respecting the Obligations (defined below), the Healthtech Parties represent to and agree with the Lender, as of the Effective Date hereof, and as of the date of each loan, credit and/or other financial accommodation as follows:

Grant of Security Interest. In consideration of the Lender’s extending credit and other financial accommodations to or for the benefit of the Borrower, the Healthtech Parties, jointly and severally, hereby grant to the Lender a security interest in, a lien on and a pledge and assignment of the Collateral (defined below). The security interest granted by this Agreement is given to and shall be held by the Lender as security for the payment and performance of all Obligations (as hereinafter defined).

Definitions. The following definitions shall apply:

“Code” shall mean the Uniform Commercial Code (the “UCC”) of Utah, as amended from time to time.

ii.

“Collateral” shall mean all of the Healthtech Parties’ present and future right, title and interest in and to any and all of the property described in the following sub-paragraphs, whether such property be now existing, or hereafter created, arising or acquired, and wherever located from time to time:

All personal property and business assets of Borrower, including, but not limited to all machinery, equipment, furniture, furnishings, tools, tooling, fixtures, and accessories, and all inventory, accounts, accounts receivable, instruments, contract rights, patents, chattel paper, licenses, leases and general intangibles, including all trade names and trade styles and all additions, accessions, modifications, improvements, replacements and substitutions thereto and therefor, whether now owned or hereafter acquired or arising;

All proceeds of collateral of every kind and nature in whatever form, including, without limitation, both cash and noncash proceeds resulting or arising from the sale or other disposition by the Borrower of the Collateral; and

All records and products of an accessions to any of the Collateral.

iii.

“Intercreditor Agreement” means an intercreditor agreement, if made, among Borrower and some or all of the entities identified as “Lenders” in the Finance Facilitation Agreement made this date by the Borrower with such entities.

iv.

“Loan Documents” shall mean this Agreement, the Note, the UCC-1 Financing Statement (the “Financing Statement”) and the Intercreditor Agreement.

“Note” shall mean the Promissory Note in the principal amount of $1,393,869 dated December 31, 2022, issued by Borrower to Lender.

vi.

“Obligations” shall mean all of Borrower’s obligations under the Note, of each and every kind, nature and description, as such obligations may be amended, converted, extended or modified from time to time.

vii.

“Person” or “party” shall mean individuals, partnerships, corporations, limited liability companies and all other entities.

All words and terms used in this Agreement other than those specifically defined herein shall have the meanings accorded to them in the Code.

Records. The Borrower shall hold its books and records relating to the Collateral segregated from all the Borrower’ other books and records in a manner satisfactory to the Lender; and shall deliver to the Lender, from time to time, promptly, at the Lender’s request, all invoices, original documents of title (or copies thereof), contracts and any other writings relating thereto; and the Borrower will deliver to the Lender promptly, at the Lender’s request from time to time, additional copies of any or all of such papers or writings, and such other information with respect to any of the Collateral and such other writings as the Lender may, in its sole discretion, deem to be necessary or effectual to evidence any loan hereunder or the Lender’s security interest in the Collateral.

Legends. The Borrower shall promptly make, stamp or record such entries or legends on the Borrower’s books and records or on any of the Collateral (including, without limitation, chattel paper) as Lender shall request from time to time, to indicate and disclose that Lender has a security interest in such Collateral.

Inspection. The Lender, or its representatives, at any time, and from time to time, shall have the right, at the sole cost and expense of Borrower, and the Borrower will permit the Lender and/or its representatives: (a) to examine, check, make copies of or extracts from any of the Borrower’ books, records and files (including, without limitation, orders and original correspondence); (b) to perform field exams or otherwise inspect and examine the Collateral and to check, test or appraise the same as to quality, quantity, value and condition; and (c) to verify the Collateral or any portion or portions thereof or the Borrower’ compliance with the provisions of this Agreement.

Search Reports. Lender shall receive, prior to the date of this Agreement, UCC search results under all names used by the Borrower during the prior five (5) years, from each jurisdiction where any Collateral is located, from the State, if any, where the Borrower are organized and registered (as such terms are used in the Code), and the State where the Borrower’s chief executive is located. The search results shall confirm that the security interest in the Collateral granted Lender hereunder is prior to all other security interests in favor of any other person.

Representations and Warranties.

Title to Collateral. At the date hereof, the Healthtech Parties are (and as to Collateral that the Healthtech Parties may hereafter acquire, will be) the lawful owner(s) of the Collateral, and the Collateral and each item thereof is, will be and shall continue to be free of all restrictions, liens, encumbrances or other rights, title or interests (other than the security interest therein granted to the Lender and such other security interests as may be permitted by the Intercreditor Agreement), credits, defenses, recoupments, set-offs or counterclaims whatsoever. The Healthtech Parties have and will have full power and authority to grant to the Lender a security interest in the Collateral and the Healthtech Parties have not transferred, assigned, sold, pledge, encumbered, subject to lien or grant any security interest in any of the Collateral (or any of the Healthtech Parties’ rights, title or interests therein), to any person other than the Lender. The Collateral is and will be valid and genuine in all respects; and that the Healthtech Parties will warrant and defend the Lender’s right to and interest in the Collateral against all claims and demands of all persons whatsoever.

Location of Collateral. The Healthtech Parties will keep all Collateral only at locations specified in this Agreement. The Borrower’s chief executive offices are correctly stated in this Agreement, and the Borrower shall, during the term of this Agreement, keep the Lender currently and accurately informed in writing of each of its other places of business, and shall not open any new, or close, move or change any existing or new place of business without giving the Lender at least thirty (30) calendar days prior written notice (email is sufficient) notice thereof.

Affirmative Covenants.

Inspection. The Borrower will, at all reasonable times, make its books and records available in its offices for inspection, examination and duplication by the Lender and the Lender’s representatives, and will permit inspection of the Collateral and all of its properties by the Lender and the Lender’s representatives. Borrower will, from time to time, furnish the Lender with such information and statements as the Lender may request in its sole discretion with respect to the Obligations or the Lender’s security interest in the Collateral.

Other Agreements. The Healthtech Parties will comply with all terms and conditions of all other agreements, whether now or hereafter existing, between the Borrower and any other party and notify the Lender immediately, in writing, of any default in connection with any other such agreements.

Default.

Events of Default.

“Event of Default” means the occurrence of any of the following events (collectively, with any other event that would constitute default or breach hereunder), unless superseded by the terms and conditions of the Intercreditor Agreement, or unless otherwise agreed to in writing between the Loan Parties:

False Statements by Borrower. Any warranty, representation or statement made or furnished to Lender by the Healthtech Parties or on Borrower’s behalf under this Note or the Loan Documents are false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter;

Insolvency. Insolvency of any of the Healthtech Parties, or assignment for the benefit of creditors by Borrower, or commencement of a voluntary or involuntary case in bankruptcy, receivership or insolvency by or against the Healthtech Parties; or

Additional Liens. The Healthtech Parties grant or permit to attach any lien, security interest or other encumbrance on any portion of the Collateral without the Lender’s prior written consent, or in accordance with the Intercreditor Agreement; or

Change in Ownership. If any change in ownership of Borrower and/or the HLTT Subsidiaries of fifty percent (50%) or more of the Healthtech Parties’ voting stock or membership interests.

Consequences of an Event of Default. If:

ii.

Further, if substantially all of the Borrower’s assets shall be or are agreed in any manner by Borrower to be sold, transferred, assigned, leased, conveyed, exchanged or otherwise disposed of at any time (and regardless of whether any such assignment or transfer is direct or indirect through merger, consolidation, liquidation, reorganization, sale of assets, sale of stock, partnership interests, or other equity interests or by operation of law), then in any such event the entire unpaid Principal balance on this Note, together with all Interest accrued shall, at the sole option of Lender, become immediately due and payable.

Nature of Remedies. Lender’s remedies under this Note or the Loan Documents shall be cumulative and concurrent and may be pursued singly, successively, or together against Borrower, and Lender may resort to every other right or remedy available at law or in equity without first exhausting the rights and remedies contained herein, all in Lender’s sole discretion. Failure of Lender, for any period of time, or on more than one occasion, to exercise its option to accelerate the Maturity Date pursuant to this Note shall not constitute a waiver of the right to exercise the same at any time during the continued existence of the Event of Default or in the event of any subsequent Event of Default. Lender shall not by any other omission or act be deemed to waive any of its rights or remedies hereunder unless such waiver be in writing and signed by Lender, and then only to the extent specifically set forth therein. A waiver in connection with one Event of Default shall not be construed as continuing or as a bar to or waiver of any right or remedy in connection with a subsequent Event of Default.

Acceleration. If any Event of Default shall occur, at the election of the Lender, all Obligations shall become immediately due and payable without notice or demand, except with respect to Obligations payable on DEMAND, which shall be due and payable on DEMAND, whether or not an Event of Default has occurred.

The Lender is hereby authorized, at its election, after an event of Default, or after Demand, without any further demand or notice, except to such extent as notice may be required by applicable law, to take possession and/or sell or otherwise dispose of all or any of the Collateral at public or private sale; and the Lender may also exercise any and all other rights and remedies of a secured party under the Code or which are otherwise accorded to it in equity or at law, all as the Lender may determine, and such exercise of rights in compliance with the requirements of law will not be considered adversely to affect the commercial reasonableness of any sale or other disposition of the Collateral.

ii.

If notice of a sale or other action by the Lender is required by applicable law, unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Borrower agree that ten (10) days written notice to the Borrower, or the shortest period of written notice permitted by such law, whichever is shorter in time, shall be sufficient notice; and that to the extent permitted by law, the Lender, its officers, attorneys and agents may bid and become purchasers at any such sale, if public, and may purchase at any private sale any of the Collateral that is of a type customarily sold on a recognized market or which is the subject of widely distributed standard price quotations. Any sale (public or private) shall be without warranty and free from any right of redemption, which the Borrower shall waive and release after default upon the Lender’s request therefor, and, may be free of any warranties as to the Collateral if the Lender shall so decide. No purchaser at any sale (public or private) shall be responsible for the application of the purchase money. Any balance of the net proceeds of sale remaining after paying all Obligations of the Borrower to the Lender shall be returned to such other party as may be legally entitled thereto; and if there is a deficiency, the Borrower shall be responsible for repayment of the same, with interest. Upon demand by the Lender, the Borrower shall assemble the Collateral and make it available to the Lender at a place designated by the Lender, which is reasonably convenient to the Lender and the Borrower. The Borrower hereby acknowledges that the Lender has extended credit and other financial accommodations to the Borrower upon reliance of the Borrower’ granting the Lender the rights and remedies contained in this Agreement, including, without limitation, the right to take immediate possession of the Collateral upon the occurrence of an Event of Default or after DEMAND with respect to Obligations payable on DEMAND and the Borrower hereby acknowledge that the Lender is entitled to equitable and injunctive relief to enforce any of its rights and remedies hereunder, or under the Code, and the Borrower hereby waive any defense to such equitable or injunctive relief based upon any allegation of the absence of irreparable harm to the Lender.

iii.

The Lender shall not be required to marshal any present or future security for (including, but not limited to this Agreement and the Collateral subject to the security interest created hereby), or guarantees of, the Obligations or any of them, or to resort to such security or guarantees in any particular order; and all of its rights hereunder and in respect of such security or guarantees shall be cumulative and in addition to all other rights, however existing or arising. To the extent that it lawfully may do so, the Borrower hereby agree that the Borrower will not invoke and irrevocably waives the benefits of any law relating to the marshalling of collateral, which might cause delay in or impede the enforcement of the Lender’s rights under this Agreement or under any other instrument evidence any of the Obligations or under which any of the Obligations is outstanding or by which any of the Obligations is secured or guaranteed. Except as required by applicable law, the Lender shall have no duty as to the collection or protection of the Collateral or any income thereon, nor as the preservation of rights against prior parties, nor as to the preservation of any rights pertaining thereto beyond the safe custody thereof.

Power of Attorney. The Healthtech Parties hereby irrevocably constitute and appoint the Lender as the Borrower’s true and lawful attorney, with full power of substitution, at the sole cost and expense of the Borrower, but for the sole benefit of the Lender, upon the occurrence of an Event of Default, or after DEMAND, with respect to Obligations payable on DEMAND, to convert the Collateral into cash, including, without limitation, the sale (either public or private) of all or any portion or portions of the Collateral; to sign and endorse the name of the Borrower on documents of title of the same or different nature relating to the Collateral; to receive as secured party any of the Collateral; or other to sign and file or record on behalf of the Borrower any financing or other statement in order to perfect or protect the Lender’s security interest. The Lender shall not be obliged to do any of the acts or exercise any such power, it shall not be accountable for more than it actually receives as a result of such exercise of power, and it shall not be responsible to the Borrower, except for willful misconduct in bad faith. All powers conferred upon the Lender by this Agreement, being coupled with an interest, shall be irrevocable, so long as any Obligation of the Borrower to the Lender shall remain unpaid or the Lender is obligated under this Agreement to extend any credit to the Borrower.

Non-Exclusive Remedies. All of the Lender’s rights and remedies not only under the provisions of this Agreement, but also under any other agreement or transaction, shall be cumulative, and not alternative or exclusive, and may be exercised by the Lender at such time or times and in such order of preference as the Lender, in its sole discretion, may determine.

Miscellaneous.

Terms of Agreement. This Agreement shall continue in full force and effect so long as any Obligations or obligation of the Borrower to the Lender shall be outstanding.

Notices. Any notice under this Agreement shall be a signed writing or other authenticated record (within the meaning of Article 9 of the Code). Any notices under or pursuant to this Agreement shall be deemed duly received and effective if delivered in hand to any officer or agent of the Borrower or the Lender, or if mailed by registered or certified mail, return receipt requested, addressed to the Borrower or the Lender at the address set forth in this Agreement, or as any Party may from time to time designated by written notice to the other Party.

Costs and Expenses. The Borrower shall pay to the Lender, on demand, any and all costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements, court costs, litigation and other expenses) incurred or paid by the Lender in establishing, maintaining, protecting or enforcing any of the Lender’s rights or the Obligations, including, without limitation, any and all such costs and expenses incurred or paid by the Lender in defending the Lender’s security interest in, title or right to the Collateral or in collecting or attempting to collect or enforcing or attempting to enforce payment of the Obligations.

Reproductions. This Agreement and all documents, which have been or may be hereinafter furnished by the Borrower to the Lender may be reproduced by the Lender by any photographic, photostatic, microfilm, xerographic or similar process, and any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made in the regular course of business).

Captions and Headings. The captions and section headings used in this Agreement are for convenience of reference only, and, shall not affect the construction or interpretation of this Agreement or any of the provisions hereof.

Further Assurances. The Parties shall execute and deliver any and all additional papers, documents, and other instruments and shall do any and all further acts and things reasonably necessary in connection with the performance of each of their obligations hereunder to carry out the intent of this Agreement.

Assignment. The Borrower shall not be entitled to assign, charge or license this Agreement, and/or any rights or obligations hereunder, to any third party, without the prior written consent of the Lender.

Binding Effect; Assignment. This Agreement shall be binding upon, and inure to the benefit of, the successors, executors, heirs, representatives, administrators and permitted assigns of the Parties hereto. The Borrower shall not be permitted to assign its rights or obligations hereunder without the prior written consent of the Lender.

Governing Law. This Agreement will be governed by, and construed in accordance with, the internal laws of the State of Utah, without regard to its choice of laws principles.

Jurisdiction and Venue. The Healthtech Parties hereby submit to the non-exclusive jurisdiction of any Federal or State court sitting in Utah, over any suit, action or proceeding arising out of or relating to this Agreement. The Healthtech Parties hereby irrevocably waives, to the fullest extent they may effectively do so under applicable law, any objection they may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any court and any claim that the same has been brought in an inconvenient forum. The Healthtech Parties hereby consent to any and all process, which may be served in any such suit, action or proceeding, (i) by mailing a copy thereof by registered and certified mail, postage prepaid, return receipt requested, to the Borrower’s address shown in this Agreement or as notified to the Lender and (ii) by serving the same upon the Borrower in any other manner otherwise permitted by law, and agrees that such service shall in every respect be deemed effective upon the Borrower.

Jury Waiver. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE HEALTHTECH PARTIES AND THE LENDER EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY, AND AFTER AN OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL (A) WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING IN CONNECTION WITH THIS AGREEMENT, THE OBLIGATIONS, ALL MATTERS CONTEMPLATED HEREBY AND DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND (B) AGREE NOT TO SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE, OR HAS NOT BEEN, WAIVED. THE HEALTHTECH PARTIES CERTIFY THAT NEITHER THE LENDER NOR ANY OF ITS REPRESENTATIVES, AGENTS OR COUNSEL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE LENDER WOULD NOT, IN THE EVENT OF ANY SUCH PROCEEDING SEEK TO ENFORCE THIS WAIVER OF RIGHT TO TRIAL BY JURY.

Amendments and Waivers. Any term or provision of this Agreement may be amended, and the observance of any term of this Agreement may be waived, only by a writing signed by the Party to be bound. The waiver by a Party of any breach or default in performance shall not be deemed to constitute a waiver of any other or succeeding breach or default. The failure of any Party to enforce any of the provisions hereof shall not be construed to be a waiver of the right of such Party thereafter to enforce such provisions.

Severability. If any one or more of the provisions of this Agreement are for any reason held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement will be unimpaired and will remain in full force and effect.

Counterparts. This Agreement may be executed in several counterparts, and all such executed counterparts shall constitute one agreement, binding on all of the Parties hereto.

Survival. Any provision of this Agreement, which, by its nature, would survive termination or expiration of this Agreement will survive any such termination of this Agreement.

Entire Agreement. This Agreement constitutes the complete agreement and understanding between the Parties with respect to the subject matter hereof, and, supersedes all prior agreements and understandings, oral or written, between the Parties.

Legal Representation. THE HEALTHTECH PARTIES AND THE LENDER HEREBY REPRESENT AND WARRANT THAT THE HEALTHTECH PARTIES AND THE LENDER HAVE HAD AN OPPORTUNITY TO CONSULT INDEPENDENT LEGAL COUNSEL AND/OR HAVE BEEN REPRESENTED BY COUNSEL OF THE PARTIES’ OWN CHOOSING IN THE PREPARATION AND ANALYSIS OF THIS AGREEMENT. THE PARTIES HAVE READ THIS AGREEMENT WITH CARE AND BELIEVES THAT EACH OF THE PARTIES ARE FULLY AWARE OF AND UNDERSTAND THE CONTENTS OF THIS AGREEMENT AND ITS LEGAL EFFECT.

SIGNATURE PAGE FOLLOWS

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SIGNATURE PAGE TO THE

SECURITY AGREEMENT DATED JANUARY 27, 2023

BETWEEN

HEALTHTECH SOLUTIONS, INC., HEALTHTECH WOUND CARE, INC., THE CLIA LAB, LLC AND WORLD REACH HEALTH, LLC
AND

WORLD REACH MED, LLC

HEALTHTECH PARTIES

/s/ Manuel E. Iglesias	/s/ Manuel E. Iglesias
Healthtech Solutions, Inc. By: Manuel E. Iglesias Its: President and Authorized Signatory	The Clia Lab, LLC By: Manuel E. Iglesias Its: Manager-Designee and Authorized Signatory
/s/ Manuel E. Iglesias	/s/ Manuel E. Iglesias
Healthtech Wound Care, Inc. By: Manuel E. Iglesias Its: President and Authorized Signatory	World Reach Health, LLC By: Manuel E. Iglesias Its: Manager-Designee and Authorized Signatory

Acknowledged by:

LENDER

/s/ Jim Pesoli

World Reach Med, LLC

By: Jim Pesoli

Its: Authorized Signatory

EXECUTIVE EMPLOYMENT AGREEMENT

This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of January 27, 2023 (the "Effective Date") by and between Healthtech Solutions, Inc., a Utah corporation with a principal business address at 181 Dante Avenue, Tuckahoe, NY 10707 (the “Company”) and Jelena Olmstead, an individual residing in the state of Indiana (“Executive”). Company and Executive may sometimes be referred to herein individually as a “Party” and collectively as the “Parties.”

W I T N E S S E T H:

WHEREAS, the Company desires to assure itself of the services of Executive as the Company’s Chief Executive Officer and Executive desires to be engaged by the Company in such capacity upon the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing and their respective covenants and agreements contained in this document, the Company and Executive hereby agree as follows:

Employment and Duties.

Executive shall devote Executive’s full-time efforts and services to the business and affairs of the Company and its subsidiaries, either formed or to be formed in the future. Nothing in this Section 1 shall prohibit Executive from: (A) serving as a director or member of any other board, committee thereof of any other entity or organization; (B) delivering lectures, fulfilling speaking engagements, and any writing or publication relating to Executive’s area of expertise, subject to prior approval of the Board, not to be unreasonably withheld; (C) serving as a director or trustee of any governmental, charitable or educational organization; (D) engaging in additional activities in connection with personal investments and community affairs, including, without limitation, professional or charitable or similar organization committees, boards, memberships or similar associations or affiliations, or (E) performing advisory activities, provided, however, such activities are not in direct competition with the business and affairs of the Company or would tend to cast Executive or the Company in a negative light in the reasonable judgment of the Board.

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Term. The term of this Agreement shall commence on the Effective Date and shall continue for a period of three (3) years following the Effective Date (the “Initial Term”) and shall be automatically renewed for successive one (1) year periods (each a “Renewal Term”) thereafter unless either Party provides the other Party with written notice (email is sufficient) of either Parties’ intention not to renew this Agreement at least three (3) months prior to the expiration of the Initial Term or any Renewal Term of this Agreement. “Employment Period” shall mean the Initial Term, plus each Renewal Term, if any, and continuing until the date of termination.

Place of Employment. Executive’s services shall be performed at such location or locations as Executive shall determine, in Executive’s sole discretion.

Compensation.

Salary and Board Fees. The Company agrees to pay Executive a base salary (the “Base Salary”) of Three Hundred Fifty Thousand Dollars ($350,000.00 USD) per annum for Executive’s services hereunder. The Base Salary may be increased (but not decreased) from time to time, either at the Board’s election, or as the Parties may later mutually approve in writing (Base Salary and any adjusted salary shall be identified herein as "Salary"). Executive's Salary shall be paid in periodic installments in accordance with the Company’s regular payroll practices. Executive shall, subject to policies and procedures adopted by the Company’s Board, be eligible for additional fees for service on the Company’s Board, if applicable.

Incentive Compensation and Bonuses.

Annual Bonus. Within sixty (60) days after the Effective Date, the Board (or the Compensation Committee thereof, if any), subject to Executive’s meaningful consultation, shall determine criteria for measuring Executive's accomplishments during the 2023 fiscal year, and prior to each subsequent fiscal year during the Employment Period the Board shall, subject to Executive’s meaningful consultation, likewise determine such criteria for the coming fiscal year. For each fiscal year during the Employment Period, so long as the bonus criteria approved by the Board is achieved, Executive shall be eligible to receive a bonus (the "Annual Bonus") of up to two hundred percent (200%) of Executive’s annual salary (the “Bonus Basis Ceiling”), as determined by the Board. The Annual Bonus is intended to qualify as performance-based compensation under Internal Revenue Code section 162(m). The Bonus Basis Ceiling may be increased at the Board’s election, or the compensation committee’s election (if applicable), or pursuant to the mutual written consent of the Parties. The Annual Bonus shall be paid by the Company to Executive promptly after its determination that the relevant criteria have been satisfied, it being understood that the attainment of any financial targets associated with any bonus shall not be determined until following the completion of the Company’s annual audit and public announcement of such results and shall be paid promptly following the Company’s announcement of earnings.

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ii.

Equity Awards and Incentive Compensation. During the Employment Period, Executive shall be eligible to participate in any equity-based incentive compensation plan or program adopted by the Company (such awards under such plan or program, the “Share Awards”) as the Compensation Committee or Board may from time to time determine. Share Awards shall be subject to applicable plan terms and conditions and any additional terms and conditions as determined by the Compensation Committee or the Board.

Acceleration and Vesting. In the event of (x) a Change in Control (defined below) or (y) termination of Executive’s employment without Cause (defined below), the Share Awards will immediately and fully vest one (1) business day prior to either the date of a Change in Control or the date of termination without Cause.

Company’s Repurchase Rights for Share Awards. A portion of the non-vested Share Awards, and any and all stock-based compensation (such as options and equity awards) as determined by the Compensation Committee or the Board (collectively, the “Repurchase Benefits”), may be subject to repurchase (the “Repurchase Rights”) by the Company at a rate of the then-current market value of each share. The number of shares subject to repurchase shall be rounded to the nearest whole number. The Company may exercise the Company’s repurchase right by giving written notice to Executive at any time within ninety (90) days following the termination of the Employment Period. The Repurchase Rights shall terminate following a Change of Control.

Company’s Clawback Policy. The Parties acknowledge it is their intention that the Company’s Board of Directors adopt a Clawback Policy that conforms in all respects to such regulations as may be promulgated pursuant to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank Act”), and as may later be amended, relating to recovery of “incentive-based” compensation. The Clawback Policy will be effective against the Executive during the Employment Period and for a period of two (2) years following the termination of the Employment Period, if there is a restatement by the Company of any financial results on the basis of which any clawback from Executive has been determined.

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Insurance and Other Benefits. During the Employment Period, Executive shall be eligible to participate in incentive, stock purchase, savings, retirement (401(k)), and welfare benefit plans, including, without limitation, health, medical, dental, vision, life (including accidental death and dismemberment) and disability insurance plans (collectively, “Benefit Plans”), in substantially the same manner and at substantially the same levels as the Company (or its subsidiaries) makes such opportunities available to the Company’s managerial or salaried executive employees and/or its senior executives.

Life Insurance. Subject to the Company’s financial ability and the Board’s approval, Executive may be entitled to be the beneficiary of a life insurance policy paid for by the Company, with a death benefit of two (2) times Executive’s Base Salary.

ii.

Cell Phone Stipend. Executive shall, at the Board’s election, be issued a cell phone paid for by the Company and/or receive a guaranteed payment equal to One Thousand Two Hundred Dollars ($1,200 USD) annually (the “Phone Stipend”), which will be payable in twelve (12) equal monthly installments in accordance with the Company’s regular payroll practices.

iii.

Car Allowance. Subject to the Company’s financial ability and the Board’s approval, Executive shall receive a car allowance of not less than Eighteen Thousand Dollars ($18,000 USD) per year, which shall be pro-rated on a monthly basis and paid to Executive in accordance with the Company’s regular payroll practices.

Vacation. During the Employment Period, Executive shall be entitled to not less than twenty (20) paid vacation days per year. Vacation shall be taken at such times as are mutually convenient to Executive and the Company, and no more than ten (10) consecutive business days shall be taken at any one time without Company approval in advance.

Professional Expenses. The Company will pay the costs of dues for Executive’s annual wound care certification renewal. The Company will pay the tuition or registration costs of attendance at continuing legal education (“CLE”) programs required for Executive to maintain such license, and shall reimburse Executive for travel, food and lodging for attendance at no more than one (1) out of state (if applicable) CLE program per year selected by Executive if such CLE program is relevant to the business of the Company.

Severance Compensation.

Severance Pay. Upon termination of employment prior to the expiration of the Employment Period for any reason other than for Cause, and subject to the provisions of Section 9, Executive shall be entitled to:

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if termination occurs during the Initial Term, Executive’s Base Salary for the remainder of the Initial Term, or six (6) months, whichever is longer, and if termination occurs during a renewal term, six (6) months of Executive’s annual Base Salary, in either case to be paid according to Section 4(a). If termination other than for Cause occurs within eleven (11) months of the Effective Date of this Agreement, the entire unpaid Base Salary for the Initial Term shall be paid to Executive within thirty (30) days of the effective date of termination;

any and all reasonable expenses paid or incurred by Executive in connection with and related to the performance of Executive’s duties and responsibilities for the Company during the period ending on the termination date to be paid according to Section 4(a);

any accrued, but unused vacation time through the termination date in accordance with Company policy; and

all Share Awards earned and vested prior to termination. With respect to any Share Awards held by Executive as of Executive’s death that are not vested and exercisable as of such date, the Company shall fully accelerate the vesting and exercisability of such Share Awards, so that all such Share Awards shall be fully vested and exercisable as of Executive’s death, such options (as well as any Share Awards that previously became vested and exercisable) to remain exercisable, notwithstanding anything in any other agreement governing such options, until the earlier of (A) a period of one (1) year after Executive’s death or (B) the original term of the option, if such Share Award is an option.

ii.

COBRA. Executive may continue coverage with respect to the Company’s group health plans as permitted by the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for Executive and each of Executive’s “Qualified Beneficiaries” as defined by COBRA (“COBRA Coverage”). The Company shall reimburse the amount of any COBRA premium paid for COBRA Coverage timely elected by and for Executive and any Qualified Beneficiary of Executive, and not otherwise reimbursed, during the period that ends on the earliest of (x) the date Executive or the Qualified Beneficiary, as the case may be, ceases to be eligible for COBRA Coverage, (y) the last day of the consecutive eighteen (18) month period following the date of termination of Executive’s employment and (z) the date Executive or the Qualified Beneficiary, as the case may be, is covered by another group health plan. To reimburse any COBRA premium payment under this paragraph, the Company must receive documentation of the COBRA premium payment within ninety (90) days of its payment.

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iii.

Posthumous Payments of the Base Salary. In the event of Executive’s death during the Employment Period, the Company will continue to pay the Base Salary to Executive’s estate for sixty (60) days following the date of Executive’s death.

iv.

Executive Outplacement. In the event of any termination other than for Cause or for Executive’s resignation without Good Reason, the Company hereby agrees to pay, or at its expense, provide Executive with executive outplacement services with a mutually agreeable outplacement provider for up to one (1) year. These benefits shall not be provided to Executive in the event of Executive’s resignation without Good Reason.

Section 409A Compliance. It is intended that payments and benefits made or provided under this Agreement shall not result in penalty taxes or accelerated taxation pursuant to Section 409A of the Internal Revenue Code of 1986, as amended and the regulations and other guidance promulgated thereunder (“Section 409A”). Any payments that qualify for the “short-term deferral” exception shall be paid under that exception. Each payment of compensation under this Agreement shall be treated as a separate payment of compensation for purposes of applying the exclusion under Section 409A of the Code for short-term deferral amounts. In the event any payments or benefits are provided upon a termination of employment or cessation of services, such payments or benefits will only be provided if such termination or cessation constitutes a “separation from service” within the meaning of Section 409A. To the extent that any reimbursements payable to Executive pursuant to this Agreement are subject to the provisions of Section 409A, such reimbursements will be paid to Executive no later than December 31 of the year following the year in which the cost was incurred; the amount of expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year; and Executive’s right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit. The Company reserves the right, in its sole discretion to take such reasonable actions and make any amendments to this Agreement as it deems necessary, advisable or desirable to comply with Section 409A or to otherwise avoid income recognition under Section 409A or imposition of any additional tax prior to the actual payment of any amount. The preceding shall not be construed as a guarantee of any particular tax effect for payments under this Agreement.

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No Mitigation. Executive is under no obligation to seek other employment or to otherwise mitigate the obligation of the Company under this Agreement.

Transportation, Accommodations and Expenses. Executive shall be entitled to prompt reimbursement by the Company for all reasonable ordinary and necessary travel, entertainment, accommodation and other expenses incurred by Executive while employed (in accordance with the policies and procedures established by the Company for its senior executive officers) in the performance of Executive’s duties and responsibilities under this Agreement; provided, that Executive shall properly account for such expenses in accordance with Company policies and procedures. Any individual expenses (including expenses such as travel that are a single expense with multiple components) in an amount exceeding any annual budgeted amount, or Ten Thousand Dollars ($10,000) in the aggregate within any thirty (30) day period not included in the Company’s operating budget, shall require prior written (email is sufficient) approval by the Board or such officer(s) of the Company designated by the Board to serve this purpose.

Company Email. At all times during the Employment Period, Executive will be permitted to use a Company-provided email account. Effective upon the termination of this Agreement, the Company may cease Executive’s use and/or access to the Company email. Upon termination of this Agreement, the Company will provide an auto-reply message on Executive’s email account noting any forwarding contact information for Executive for a period of not less than thirty (30) business days following the date of termination.

Indemnification. During the Employment Period, the Company (i) shall indemnify and hold harmless Executive and Executive’s heirs and representatives to the maximum extent permitted by the laws of the State of Utah and by Company’s Charter and Bylaws and (ii) shall cover Executive under the Company’s directors’ and officers’ liability insurance on the same basis as it covers other senior executive officers and directors of the Company.

Litigation Defense / Indemnity. Company hereby agrees to indemnify, hold harmless and defend Executive against any and all claims arising out of, or in connection with Executive’s performance of Executive’s duties for, and on behalf of, the Company to the full extent permitted by law, but not in respect to claims in which it is adjudicated in a decision on the merits that Executive engaged in fraudulent or criminal acts. Such right shall include the right to be paid by the Company expenses, including reasonable outside attorneys’ fees and court costs, incurred by Executive in defending any such claim in advance of its final disposition; provided, however, that the payment of such expenses in advance of the final disposition of such claim shall be made only upon the delivery to the Company of an undertaking, by or on behalf of Executive, in which Executive agrees to repay all amounts so advanced if it should be ultimately determined that the claim is not one to which Executive would be entitled to indemnification. This duty to indemnify shall survive the termination, expiration or cancellation of this Agreement for a period of time no less than two (2) years following the termination, expiration or cancellation of this Agreement.

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Hiring and Firing Authority. Executive shall have the authority to hire and/or terminate any and all personnel employed by the Company, or any of its subsidiaries, in accordance with the Company’s (or its subsidiaries’) policies and procedures, except as otherwise set forth in any contract between the Company and Executive or a third party.

Termination of Employment.

Executive’s Death. If Executive dies during the Employment Period, this Agreement and Executive’s employment with the Company shall automatically terminate and the Company’s obligations to Executive’s estate and to Executive’s Qualified Beneficiaries shall be those set forth in Section 4 regarding severance compensation.

Executive’s Disability. In the event that, during the Employment Period, Executive shall be prevented from performing Executive’s essential functions hereunder to the full extent required by the Company by reason of Disability (as defined below), the Board shall be entitled to terminate this Agreement and Executive’s employment hereunder. The Company’s obligation to Executive under such circumstances shall be those set forth in Section 6 regarding severance compensation. For purposes of this Agreement, “Disability” shall mean a physical or mental disability that prevents the performance by Executive, with or without reasonable accommodation, of Executive’s essential functions hereunder for an aggregate of ninety (90) days or longer during any twelve (12) consecutive months. The determination of Executive’s Disability shall be made by an independent physician who is reasonably acceptable to the Company and Executive (or Executive’s representative), shall be final and binding on the Parties hereto and shall be made taking into account such competent medical evidence as shall be presented to such independent physician by Executive (or Executive’s representative) and/or the Company or by any physician or group of physicians or other competent medical experts employed by Executive (or Executive’s representative) and/or the Company to advise such independent physician.

Company’s Breach. In the event the Company materially breaches, without cure, this Agreement, Executive may elect to terminate this Agreement (“Termination for Company’s Breach”). In the event of Termination for Company’s Breach, Executive shall be entitled to any and all accrued, but unpaid compensation and/or expenses pursuant to Sections 4 and/or 5.

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Termination for Cause. At any time during the Employment Period, the Company may terminate this Agreement and Executive’s employment hereunder for Cause.

For purposes of this Agreement, “Cause” shall mean: (a) the willful and continued failure of Executive to perform substantially all of Executive’s duties and responsibilities to the Company (other than any such failure resulting from Executive’s death or Disability) after a written demand by the Board for substantial performance is delivered to Executive by the Company, which specifically identifies the manner in which the Board believes that Executive has not substantially performed Executive’s duties and responsibilities, which willful and continued failure is not cured by Executive within thirty (30) days following Executive’s receipt of such written demand; (b) the conviction of, or plea of guilty or nolo contendere to, a felony (other than a traffic violation); or (c) fraud, dishonesty or gross misconduct, which is materially and demonstratively injurious to the Company. Termination under clauses (b) or (c) of this Section 9(d)i shall not be subject to cure.

ii.

For purposes of Section 9(d)i, no act, or failure to act, on the part of Executive shall be considered “willful” unless done, or omitted to be done, by Executive in bad faith and without reasonable belief that Executive’s action or omission was in, or not opposed to, the best interest of the Company. Between the time Executive receives written demand regarding substantial performance, as set forth in subparagraph (i) above, and prior to an actual termination for Cause, Executive will be entitled to appear (with counsel if Executive so chooses) before the full Board to present information regarding Executive’s views on the Cause event(s). After such hearing, termination for Cause must be approved by a super-majority vote of the full Board (other than Executive, if applicable). After providing the written demand regarding substantial performance, the Board may suspend Executive with full pay and benefits until a final determination by the full Board has been made.

iii.

Upon termination of this Agreement for Cause, the Company shall have no further obligations or liability to Executive or Executive’s heirs, administrators or executors with respect to compensation and benefits thereafter, except for the obligation to pay Executive any Salary earned through the date of termination to be paid according to Section 4; any Annual Bonus that has accrued but remains unpaid; reimbursement of any expenses payable pursuant to Section 5; and any accrued but unused vacation time through the termination date in accordance with Company policy. The Company shall deduct from all payments made hereunder, all applicable taxes, including income tax, FICA and FUTA, and other appropriate deductions, including expenses.

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For Good Reason or a Change of Control or Without Cause.

At any time during the term of this Agreement and subject to the conditions set forth in Section 9(e)ii below, Executive may terminate this Agreement and Executive’s employment with the Company for “Good Reason” or for a “Change of Control” (as defined in Section 9(g)). For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following events without Executive’s written consent: (A) following a Change of Control, should Executive be required to serve in a diminished capacity in a division or unit of another entity (including the acquiring entity), such event shall constitute Good Reason regardless of the title of Executive in such acquiring company, division or unit; (B) the Company demands that Executive permanently relocates Executive’s principal place of residence more than fifty (50) miles from Executive’s then-current principal place of residence, and/or (C) a material breach by the Company of this Agreement.

ii.

Executive shall not be entitled to terminate this Agreement for Good Reason unless and until Executive shall have delivered written notice (email is sufficient) to the Company within ninety (90) days of the date upon which the facts giving rise to Good Reason occurred of Executive’s intention to terminate this Agreement and Executive’s employment with the Company for Good Reason, which notice specifies in reasonable detail the circumstances claimed to provide the basis for such termination for Good Reason, and the Company shall not have eliminated the circumstances constituting Good Reason within thirty (30) days of its receipt from Executive of such written notice. In the event Executive elects to terminate this Agreement for a Change in Control, such election must be made within one hundred eighty (180) days of the occurrence of the Change of Control.

iii.

In the event that Executive terminates this Agreement and Executive’s employment with the Company for Good Reason or for a Change of Control or the Company terminates this Agreement and Executive’s employment with the Company without Cause, the Company shall pay or provide to Executive (or, following Executive’s death, to Executive’s heirs, administrators, or executors) the severance compensation set forth in Section 4 above. The Company shall deduct from all payments made hereunder, all applicable taxes, including income tax, FICA and FUTA, and other appropriate deductions.

iv.

Executive shall not be required to mitigate the amount of any payment provided for in this Section 9(e) by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Section 9(e) be reduced by any compensation earned by Executive as the result of employment by another employer or business or by profits earned by Executive from any other source at any time before and after the termination date. The Company’s obligation to make any payment pursuant to, and otherwise to perform its obligations under, this Agreement shall not be affected by any offset, counterclaim or other right that the Company may have against Executive for any reason.

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Without “Good Reason” by Executive. At any time during the Employment Period, Executive shall be entitled to terminate this Agreement and Executive’s employment with the Company without Good Reason and other than for a Change of Control by providing prior written notice of at least thirty (30) days to the Company. Upon termination by Executive of this Agreement or Executive’s employment with the Company without Good Reason and other than for a Change of Control, the Company shall have no further obligations or liability to Executive or Executive’s heirs, administrators or executors with respect to compensation and benefits thereafter, except for the obligation to pay Executive any Salary earned through the date of termination to be paid according to Section 4; reimbursement of any expenses payable pursuant to Section 5; and any accrued but unused vacation time through the termination date in accordance with Company policy. The Company shall deduct from all payments made hereunder, all applicable taxes, including income tax, FICA and FUTA, and other appropriate deductions.

Change of Control. For purposes of this Agreement, “Change of Control” shall mean the occurrence of any one or more of the following: (i) the accumulation (if over time, in any consecutive twelve (12) month period), whether directly, indirectly, beneficially or of record, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) of more than fifty percent (50%) of the outstanding shares of Common Stock of the Company (including equity instruments convertible without payment into Common Stock), whether by merger, consolidation, sale or other transfer of shares of Common Stock (other than a merger or consolidation where the stockholders of the Company prior to the merger or consolidation are the holders of a majority of the voting securities of the entity that survives such merger or consolidation), (ii) a sale of all or substantially all of the assets of the Company or (iii) during any period of twelve (12) consecutive months, the individuals who, at the beginning of such period constitute the Board, and any new Board member whose election by the Board or nomination for election by the Company’s owners was approved by a vote of at least two-thirds (2/3) of the members of the Board then still in office who either were members of the Board at the beginning of the twelve (12) month period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board; provided that the following acquisitions shall not constitute a Change of Control for the purposes of this Agreement: any acquisition of Common Stock or securities convertible into Common Stock by any employee benefit plan (or related trust) sponsored by or maintained by the Company.

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Notwithstanding the foregoing, a “Change in Control” as to the Company will not be deemed to have occurred for purposes of this Agreement solely as the result of an acquisition of securities by the Company or any affiliate thereof in the Company, which, by reducing the number of shares of Common Stock outstanding, increases the proportionate voting power represented by the Common Stock beneficially owned by any person to fifty percent (50%) or more of the combined voting power of all the then outstanding Common Stock; provided, however, that if any person referred to in this sentence thereafter, within a period of twelve (12) months becomes the beneficial owner of any additional shares of stock or other Common Stock (other than pursuant to a stock split, stock dividend, or similar transaction), then a “Change in Control” as to the Company will be deemed to have occurred for purposes of this Agreement.

ii.

Change in Control Payment / Section 280G Limitation.

General Rules. Code Sections 280G and 4999 may place significant tax burdens on both Executive and the Company if the total payments made to Executive due to certain change in control events described in Code Section 280G (the “Total Change in Control Payments”) equal or exceed the 280G Cap (three times the Executive’s “Base Amount” as defined in Code Section 280G). If the Total Change in Control Payments equal or exceed the 280G Cap, Section 4999 of the Code imposes a 20% excise tax (the “Excise Tax”) on all amounts in excess of one times Executive’s Base Period Income Amount. This Excise Tax is imposed on Executive, rather than the Company, and, to the extent required by applicable regulations, shall be withheld by the Company from any amounts payable to Executive pursuant to this Agreement. In determining whether the Total Change in Control Payments exceed the 280G Cap and results in an Excise Tax becoming due, and for purposes of calculating the 280G Cap itself, the provisions of Code Sections 280G and 4999 and the applicable regulations control over the general provisions of this Section 9(g)ii(1).

Limitation on Payment. Subject to the “best net” exception described in Section 9(g)ii(3) below, in order to avoid the imposition of the Excise Tax, the total payments to which Executive is entitled under this Agreement or otherwise will be reduced to the extent necessary to avoid exceeding the 280G Cap minus One Dollar ($1.00 USD).

“Best Net” Exception. If Executive’s Total Change in Control Payments minus the Excise Tax payable on all such payments exceeds the 280G Cap minus One Dollar ($1.00 USD), then the total payments to which Executive is entitled under this Agreement or otherwise will not be reduced pursuant to Section 9(g)ii(2). If this “best net” exception applies, Executive shall be responsible for paying any Excise Tax (and income or other taxes) that may be imposed on Executive pursuant to Code Section 4999 or otherwise.

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Calculating the 280G Cap. If the Company believes that the provisions of Section 9(g) may apply to reduce the total payments to which Executive is entitled under this Agreement or otherwise, it shall notify Executive as soon as possible. The Company then shall engage a “Consultant” (a law firm, a certified public accounting firm, and/or a firm of recognized executive compensation consultants) to make any necessary determinations and to perform any necessary calculations required in order to implement the rules set forth in this Section 9(g)ii(4). The Consultant shall provide detailed supporting calculations to both the Company and Executive and all fees and expenses of the Consultant shall be borne by the Company.

If the Company determines that the limitations of Section 9(g) applies, then pending the issuance of the opinions by the Consultant, then the total payments to which Executive is entitled under this Agreement or otherwise will be reduced to the extent necessary to eliminate the amount in excess of the 280G Cap. Such payments shall be made at the times specified herein, in the maximum amount that may be paid without exceeding the 280G Cap. The balance, if any, shall then be paid, if due, after the opinions called for by this Section 9(g)ii(4)a have been received.

If the amount paid to Executive by the Company is ultimately determined by the Internal Revenue Service to have exceeded the limitations of Section 9(g), Executive shall repay the excess promptly on demand of the Company. If it is ultimately determined by the Consultant or the Internal Revenue Service that a greater payment should have been made to Executive, the Company shall pay Executive the amount of the deficiency within 30 days of such determination.

As a general rule, the Consultant’s determination will be binding on Executive and the Company. Section 280G and the Excise Tax rules of Section 4999, however, are complex and uncertain and, as a result, the Internal Revenue Service may disagree with the Consultant’s conclusions. If the Internal Revenue Service determines that the 280G Cap is actually lower than calculated by the Consultant, the 280G Cap will be recalculated by the Consultant. Any payment in excess of the revised 280G Cap then shall be repaid by Executive to the Company. If the Internal Revenue Service determines that the actual 280G Cap exceeds the amount calculated by the Consultant, the Company shall pay Executive any shortage.

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The Company has the right to challenge any determinations made by the Internal Revenue Service. If the Company agrees to indemnify Executive from any additional taxes, interest and penalties that may be imposed on Executive in connection with such challenge, then Executive shall cooperate fully with the Company. The Company will bear all costs associated with the challenge of any determination made by the Internal Revenue Service and the Company will control all such challenges. Executive will notify the Company in writing of any claim or determination by the Internal Revenue Service that, if upheld, would result in the payment of Excise Taxes. Such notice shall be given as soon as possible, but, in not event later than fifteen (15) business days following Executive’s receipt of the notice of the Internal Revenue Service’s position.

Effect of Repeal. If the provisions of Code Sections 280G and 4999 (or the corresponding provisions of any revenue law) are repealed without succession and with an effective date this is prior to the application of this Section 9(g)ii(5), then this Section 9(g)ii(5) and its applicable subparts will not apply. If such provisions do not apply to Executive for whatever reason (e.g., because Executive is not a “disqualified individual” for purposes of Code Section 280G) or does not apply to this Agreement, Section 9(g) will not apply.

10.

Confidential Information.

Disclosure of Confidential Information. Executive recognizes, acknowledges, and agrees that Executive will have access to secret and confidential information regarding the Company, its subsidiaries and their respective businesses, including but not limited to, its research programs, research results, technologies, products, methods, formulas, software code, patents, sources of supply, customer dealings, data, know-how, trade secrets and business plans. All of such information shall be deemed "Confidential Information," provided such information is not in or does not hereafter become part of the public domain or become available to the public generally through no fault of Executive. Executive acknowledges that such information is of great value to the Company, is necessary for the conduct of the Company's business, and has been and will be acquired by Executive’s in confidence. In consideration of the obligations undertaken by the Company herein, Executive will not, at any time, during or after Executive’s employment hereunder, reveal, divulge, or make known to any person, any information acquired by Executive during the course of Executive’s employment, which is treated as confidential by the Company, and not otherwise in the public domain. The provisions of this Section 10 shall survive the termination of Executive’s employment hereunder.

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Executive affirms that Executive does not possess the protected trade secrets or confidential or proprietary information of any prior employer(s) other than World Reach Health, LLC, and that Executive will not use any proprietary information of any person in providing services to the Company or its subsidiaries.

In the event that Executive’s employment with the Company terminates for any reason, Executive shall deliver forthwith to the Company any and all originals and copies, including those in electronic or digital formats, of Confidential Information; provided, however, Executive shall be entitled to retain (i) papers and other materials of a personal nature, including, but not limited to, photographs, correspondence, personal diaries, calendars, rolodexes and phone books, (ii) information showing Executive’s compensation or relating to reimbursement of expenses, (iii) information that Executive reasonably believes may be needed for tax purposes and (iv) copies of plans, programs and agreements relating to Executive’s employment, or termination thereof, with the Company. The covenants and agreements in this Section 10(c) shall exclude information (A) which is in the public domain through no unauthorized act or omission of Executive, (B) which becomes available to Executive on a non-confidential basis from a source other than the Company or its affiliates without breach of such source’s confidentiality or non-disclosure obligations to the Company or any of its affiliates, (C) was independently developed by Executive prior to the Effective Date of this Agreement, or (D) is authorized in writing by the third party that provided the Confidential Information to the Company to be disseminated on a non-confidential basis.

11.

Restrictive Covenants.

Use of Confidential Information. Executive agrees and acknowledges that the Confidential Information that Executive will receive is valuable to the Company and that its protection and maintenance constitutes a legitimate business interest of the Company, to be protected by the non-competition restrictions set forth herein. Executive agrees and acknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on Executive.

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Non-Solicitation; Non-Competition. Executive hereby agrees and covenants that Executive shall not without the prior written consent of the Company, directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than (i) as a holder of less than two (2%) percent of the outstanding securities of a company whose shares are traded on any national securities exchange or (ii) as a limited partner, passive minority interest holder in a venture capital fund, private equity fund or similar investment entity, which holds or may hold an equity or debt position in portfolio companies that are competitive with the Company; provided however, that Executive shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), or whether on Executive’s own behalf or on behalf of any other person or entity or otherwise howsoever, during the Employment Period and for a period of twelve (12) months following the effective date of termination (the “NS/NC Period”):

recruit or solicit any employee of, or independent contractor engaged by the Company to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or independent contractor is party to an employment agreement with the Company;

attempt in any manner to solicit or accept from any customer of the Company, with whom Executive had significant contact during Executive’s employment by the Company (whether under this Agreement or otherwise), business of the kind or competitive with the business done by the Company with such customer or to persuade or attempt to persuade any such customer to cease to do business or to reduce the amount of business which such customer has customarily done or might do with the Company, or if any such customer elects to move its business to a person other than the Company, provide any services of the kind or competitive with the business of the Company for such customer, or have any discussions regarding any such service with such customer, on behalf of such other person for the purpose of competing with the business of the Company; or

interfere with any relationship, contractual or otherwise, between the Company and any other party, including, without limitation, any supplier, distributor, co-venturer or joint venturer of the Company, for the purpose of soliciting such other party to discontinue or reduce its business with the Company.

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In the event Executive’s employment with the Company was terminated without Cause during the Initial Employment Period, the NS/NC Period shall not be applicable or enforceable against Executive in any capacity.

During the Employment Period, or at any time during the NS/NC Period, in the event the Company permanently ceases operations, dissolves, files for relief in bankruptcy (pursuant to Chapter 7) (without cure within thirty (30) days of filing) or is subject to a receivership, the NS/NC Period shall immediately cease, and shall be of no further force or effect.

Remedies Applicable to the Restrictive Covenants. Executive acknowledges that the restrictive covenants contained in Sections 10(a-b) are reasonable and necessary for the protection of the Company’s business interests, that irreparable injury may result to the Company if Executive breaches any of the restrictive covenants, and that, in the event of its actual or threatened breach thereof, the Company will not have an adequate remedy at law. Executive accordingly agrees that, in the event of any actual or threatened breach of any of the restrictive covenants contained in Sections 10(a-b), the Company may be entitled to injunctive and other equitable relief (without the necessity of showing actual monetary damages or of posting any bond or other security) (i) restraining and enjoining any act, which would constitute a material breach, or (ii) compelling the performance of any obligation which, if not performed, would constitute a material breach, as well as any other remedies available to the Company. Executive also acknowledges that the remedy afforded the Company pursuant to this Section 10(c) is not exclusive, and such remedy shall not preclude the Company from seeking or receiving any other relief.

Scope, Severability and Modification of Restrictive Covenants. The Parties acknowledge that the Company’s business will be throughout the United States in scope and thus the Restrictive Covenants are not and would be particularly ineffective if the restrictive covenants contained in Sections 10(a-b) were to be limited to a particular geographic area of the United States. If any restrictive covenant contained in Sections 10(a-b), or the application thereof to any Person or circumstance, shall to any extent be deemed by a court of competent jurisdiction to be invalid or unenforceable, then the remainder of the restrictive covenants contained in Sections 10(a-b), or the application of such restrictive covenants to Persons or circumstances other than those in respect of which it is invalid and unenforceable, shall not be affected thereby, and the other restrictive covenants shall be valid and enforceable. If any court of competent jurisdiction deems any of the restrictive covenants contained in Sections 10(a-b) too restrictive, the other provisions shall stand, and the court shall modify the provision at issue to the point of greatest restriction permissible by law.

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Right to Cure. In the event either Party provides written notice to the other Party hereto of an alleged material breach of this Agreement, the alleged breaching Party shall have thirty (30) calendar days’ right to cure (to the extent curable).

Rights.

Executive understands that nothing contained in this Agreement limits Executive’s ability to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission, or any other federal, state or local governmental agency or commission (“Government Agencies”). Executive further understands that this Agreement does not limit Executive’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company; provided, however, that Executive may not knowingly disclose Company information that is protected by the attorney-client privilege, except as expressly authorized by law.

ii.

This Agreement does not limit Executive’s right to receive an award for information provided to any Government Agencies. The Company provides notice to Executive pursuant to the Defend Trade Secrets Act that: an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (1) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (2) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; and an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (1) files any document containing the trade secret under seal; and (2) does not disclose the trade secret, except pursuant to court order.

12.

Work Product.

Except as otherwise provided in written agreement between Executive and the Company, Executive shall retain all right, title and interest in and to all inventions, developments, ideas, methods, processes, designs, analyses, reports and all similar or related information (in each case whether or not patentable), all copyrightable works, all trade secrets, confidential information and know-how, and all other intellectual property rights that were conceived, reduced to practice, developed or made by Executive prior to Executive’s Employment with the Company (“Executive’s Inventions”).

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Executive hereby assigns to Company all right, title and interest in and to all inventions, developments, ideas, methods, processes, designs, analyses, reports and all similar or related information (in each case whether or not patentable), all copyrightable works, all trade secrets, confidential information and know-how, and all other intellectual property rights that (x) are conceived, reduced to practice, developed or made by Executive during the Employment Period, and (y) either: (i) relate at the time of conception or reduction to practice to the Company’s business, or actual or demonstrably anticipated research or development of the Company, or (ii) result from any work performed by Executive for the Company (“Company IP”).

To the extent necessary, each Party shall perform all actions reasonably requested by the other Party (whether during or after the Termination Date) to establish and confirm either Party’s ownership of Executive’s Inventions or Company IP, as applicable (including, without limitation, executing and delivering assignments, consents, powers of attorney, applications, and other instruments).

The provisions of this Section 13 shall survive the termination or expiration of this Agreement.

13.

Litigation Reporting. Executive shall immediately notify the Company of the nature and amount of any action, suit, claim, complaint, investigation, inquiry, enforcement action or proceeding by any person or entity involving (i) the Company, (ii) any of the Company’s subsidiaries; and/or (iii) Executive, in relation to Executive’s provision of services hereunder, upon receipt by it of notice of any such action, suit, claim, complaint, investigation, inquiry, enforcement action, or other proceeding during the Employment Period. If applicable, concurrently with the Effective Date of this Agreement, Executive has informed the Company of any and all pending or threatened litigation, and the Company acknowledges having been informed of such litigation, if any.

14.

Miscellaneous.

Mutual Non-Disparagement. During the Employment Period, and at all times thereafter, neither Party shall make any written statement, or other communication, that materially disparages or places either Party, or any of the Company’s subsidiaries, or the Company’s respective principals, officers, directors, employees, partners, managers, shareholders, investors, products or services in a false or negative light; provided, however, that nothing herein shall preclude either Party from testifying as required by lawful subpoena or other legal process, making good faith reports to governing regulatory bodies

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or authorities, or communicating inside the Company consistent with legitimate business needs.

Name/Voice/Likeness. During the Employment Period, Executive hereby grants to the Company the non-exclusive right to use Executive’s name, approved likeness, speaking voice and/or approved biography in connection with the marketing and promotion of the Company and/or the Company’s products and/or services. Company shall not have any rights to use Executive’s name, voice and/or likeness for any merchandising and/or commercial tie-ups without the Executive’s prior written consent, and additional compensation being paid to Executive.

No Third-Party Beneficiaries. Unless otherwise expressly noted herein, or later provided for in writing, nothing in this Agreement is intended or will be construed to give any Person, other than Company or Executive, and their successors or assigns, any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provisions contained herein.

Notices. All notices, requests, demands and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when personally delivered or sent by reputable national overnight delivery service (e.g., Federal Express) for overnight delivery to the Party at the address set forth below, or to such other address as either Party may hereafter give the other Party notice of in accordance with the provisions hereof. Notices shall be deemed given on the sooner of the date actually received or one business day after deposited with an overnight delivery service for overnight delivery. The addresses of the Parties for delivery of notice shall be:

To the Company:

Healthtech Solutions, Inc.

181 Dante Avenue.

Tuckahoe, NY 10707

To Executive:

Jelena Olmstead

3501 W. Algonquin Road

Suite 135

Rolling Meadows, IL 60008

Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

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Construction of Agreement. This Agreement constitutes the entire understanding between the Parties hereto with respect to the subject matter hereof and thereof, superseding all negotiations, prior discussions, and preliminary agreements, written or oral.

Captions and Headings. The captions and section headings used in this Agreement are for convenience of reference only and shall not affect the construction or interpretation of this Agreement or any of the provisions hereof.

Further Assurances. The Company and Executive shall execute and deliver any and all additional papers, documents, and other instruments and shall do any and all further acts and things reasonably necessary in connection with the performance of each of their obligations hereunder to carry out the intent of this Agreement.

Assignment. Provided that the Company shall have the right to delegate its obligation of payment of all sums due to Executive hereunder, provided that such delegation shall not relieve the Company of any of its obligations hereunder, neither Party hereto shall be entitled to assign, charge or license the benefit of this Agreement, and/or any rights hereunder, to any third party, without the prior written consent of the other Party hereto.

Successors. This Agreement shall inure to the benefit of, be binding upon and enforceable against, the Parties hereto and their respective successors, heirs, beneficiaries and permitted assigns.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial; Arbitration. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Utah. , Any claims, disputes, disagreements, or other matters in question arising out of or relating to this Agreement or to Executive’s employment with the Company will be resolved by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules and Expedited Procedures (regardless of the size of any claim or counterclaim) and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The prevailing Party in any dispute arising out of this Agreement shall be entitled to its reasonable outside attorney’s fees and costs.

THE PARTIES UNDERSTAND AND ACKNOWLEDGE THAT BY AGREEING TO ARBITRATION, AMONG OTHER THINGS, THE PARTIES ARE GIVING UP (i) THE RIGHT TO A JURY TRIAL, (ii) THE TYPE OF BROAD DISCOVERY CUSTOMARILY ALLOWED TO PARTIES IN CIVIL COURT PROCEEDINGS, AND (iii) VIRTUALLY ANY RIGHT TO APPEAL THE AWARD OF THE ARBITRATOR.

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Execution in Counterparts. This Agreement may be executed in two (2) counterparts, each of which shall be considered an original instrument, but both of which together shall be considered one and the same agreement.

No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by Executive and the Company to express their mutual intent, and no rule of strict construction will be applied against Executive or the Company.

Entire Agreement; Modification / Amendment. This Agreement constitutes the entire understanding between the Parties with respect to the subject matter hereof and thereof, superseding all negotiations, prior discussions, and preliminary agreements, written or oral. No modification, amendment, waiver, termination, or discharge of this Agreement or of any of the terms or provisions hereof shall be binding upon any of the Parties hereto, unless confirmed in writing by the Company and Executive. No waiver by the Company or Executive of any term or provision of this Agreement or of any default hereunder shall affect the Company’s or its respective rights thereafter to enforce such terms or provisions or to exercise any right or remedy in the event of any other default, whether similar or not. Any verbal or written understanding previously agreed upon shall be null and void upon full execution of this Agreement.

Legal Representation. THE PARTIES HEREBY REPRESENT AND WARRANT THAT THE PARTIES HAVE HAD AN OPPORTUNITY TO CONSULT INDEPENDENT LEGAL COUNSEL AND/OR HAVE BEEN REPRESENTED BY COUNSEL OF THE PARTIES’ OWN CHOOSING IN THE PREPARATION AND ANALYSIS OF THIS AGREEMENT. THE PARTIES HAVE READ THIS AGREEMENT WITH CARE AND BELIEVES THAT EACH OF THE PARTIES ARE FULLY AWARE OF AND UNDERSTAND THE CONTENTS OF THIS AGREEMENT AND ITS LEGAL EFFECT.

Survival. All post termination obligations of the Agreement shall survive the termination of the Agreement and the Termination Date as specified in the Agreement.

Representations and Warranties.

Executive represents and warrants to the Company, that Executive has the full power and authority to enter into this Agreement and to perform Executive’s obligations hereunder and that the execution and delivery of this Agreement and the performance of Executive’s obligations hereunder will not knowingly conflict with any agreement to which Executive is a party.

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ii.

The Company represents and warrants to Executive that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder and that the execution and delivery of this Agreement and the performance of its obligations hereunder will not knowingly conflict with any agreement to which the Company is a party.

[Signature page follows immediately]

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SIGNATURE PAGE TO THE

EXECUTIVE EMPLOYMENT AGREEMENT DATED JANUARY 27, 2023

BETWEEN

HEALTHTECH SOLUTIONS, INC.

AND

JELENA OLMSTEAD

IN WITNESS WHEREOF, Executive and the Company have caused this Executive Employment Agreement to be executed as of the date first above written.

HEALTHTECH SOLUTIONS, INC.

/s/ Manuel E. Iglesias

By: Manuel E. Iglesias, President

EXECUTIVE:

/s/ Jelena Olmstead

Jelena Olmstead

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EXECUTIVE EMPLOYMENT AGREEMENT

This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of January 27, 2023 (the "Effective Date") by and between Healthtech Solutions, Inc., a Utah corporation with a principal business address at 181 Dante Avenue, Tuckahoe, NY 10707 (the “Company”) and Manuel E. Iglesias, an individual residing in the state of Florida (“Executive”). Company and Executive may sometimes be referred to herein individually as a “Party” and collectively as the “Parties.”

W I T N E S S E T H:

WHEREAS, the Company desires to assure itself of the services of Executive as the Company’s Chief Operating Officer and as the Manager-Designate and Chief Financial Officer of World Reach Holdings, LLC and The Clia Lab, LLC, subsidiaries of the Company, and Executive desires to be engaged by the Company in such capacity upon the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing and their respective covenants and agreements contained in this document, the Company and Executive hereby agree as follows:

Employment and Duties.

The Company agrees to employ, and Executive agrees to serve in one or more executive positions with the Company and its subsidiaries as the Company’s Board of Directors may determine from time to time. Initially and effective on the Effective Date Executive shall serve as the Company’s Chief Operating Officer and as the Manager-Designate and Chief Financial Officer of World Reach Health, LLC (“WRH”), World Reach Holdings, LLC (“WR Holdings”) and The Clia Lab, Inc. (“TCLI”).. Executive shall have all powers, duties, responsibilities, and authority that are assigned by the Company’s Board of Directors (the “Board”), set forth in the Company's Bylaws, or that are implicitly assigned to the Chief Operating Officer by the Revised Business Corporation Act of the State of Utah. As Manager-Designate and Chief Financial Officer of WRH, WR Holdings and TCL, Executive shall have all powers, duties, responsibilities, and authority that are assigned by the Manager of those entities or as set forth in their Operating Agreements.

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Licensed Attorney Disclaimer. The Parties hereto acknowledge that Executive is a licensed attorney in the State of Florida. The Company does not expect Executive to render any legal services on the Company’s behalf. Further, even though Executive may consult on the Company’s business affairs, which may include, without limitation, litigation strategies, reviewing, drafting, commenting on and/or negotiating transactional terms and/or agreements, preparing or filing documents with any governmental authority, the Company expressly acknowledges and agrees that Executive will not be acting in any capacity, at any time, as legal counsel for the Company, and, that at all times, the Company is hereby advised to seek the advice and guidance of independent legal counsel.

Place of Employment. Executive’s services shall be performed at such location or locations as Executive shall determine, in Executive’s sole discretion.

Compensation.

Salary and Board Fees. The Company agrees to pay Executive a base salary (the “Base Salary”) of Two Hundred Forty Thousand Dollars ($240,000.00 USD) per annum for Executive’s services hereunder. The Base Salary may be increased (but not decreased) from time to time, either at the Board’s election, or as the Parties may later mutually approve in writing (Base Salary and any adjusted salary shall be identified herein as "Salary"). Executive's Salary shall be paid in periodic installments in accordance with the Company’s regular payroll practices. Executive shall, subject to policies and procedures adopted by the Company’s Board, be eligible for additional fees for service on the Company’s Board, if applicable.

Incentive Compensation and Bonuses.

Annual Bonus. Within sixty (60) days after the Effective Date, the Board (or the Compensation Committee thereof, if any), subject to Executive’s meaningful consultation, shall determine criteria for measuring Executive's accomplishments during the 2023 fiscal year, and prior to each subsequent fiscal year during the Employment Period the Board shall, subject to Executive’s meaningful consultation, likewise determine such criteria for the coming fiscal year. For each fiscal year during the Employment Period, so long as the bonus criteria approved by the Board is achieved, Executive shall be eligible to receive a bonus (the "Annual Bonus") of up to two hundred percent of Executive’s annual salary (the “Bonus Basis Ceiling”), as determined by the Board. The Annual Bonus is intended to qualify as performance-based compensation under Internal Revenue Code section 162(m). The Bonus Basis Ceiling may be increased at the Board’s election, or the compensation committee’s election (if applicable), or pursuant to the mutual written consent of the Parties. The Annual Bonus shall be paid by the Company to Executive promptly after its determination that the relevant criteria have been satisfied, it being understood that the attainment of any financial targets associated with any bonus shall not be determined until following the completion of the Company’s annual audit and public announcement of such results and shall be paid promptly following the Company’s announcement of earnings.

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ii.

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ii.

iii.

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Severance Compensation.

any accrued, but unused vacation time through the termination date in accordance with Company policy; and

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ii.

iii.

iv.

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No Mitigation. Executive is under no obligation to seek other employment or to otherwise mitigate the obligation of the Company under this Agreement.

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Termination of Employment.

Executive’s Death. If Executive dies during the Employment Period, this Agreement and Executive’s employment with the Company shall automatically terminate and the Company’s obligations to Executive’s estate and to Executive’s Qualified Beneficiaries shall be those set forth in Section 4 regarding severance compensation.

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Termination for Cause. At any time during the Employment Period, the Company may terminate this Agreement and Executive’s employment hereunder for Cause.

ii.

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iii.

For Good Reason or a Change of Control or Without Cause.

ii.

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iii.

iv.

Without “Good Reason” by Executive. At any time during the Employment Period, Executive shall be entitled to terminate this Agreement and Executive’s employment with the Company without Good Reason and other than for a Change of Control by providing prior written notice of at least thirty (30) days to the Company. Upon termination by Executive of this Agreement or Executive’s employment with the Company without Good Reason and other than for a Change of Control, the Company shall have no further obligations or liability to Executive or Executive’s heirs, administrators or executors with respect to compensation and benefits thereafter, except for the obligation to pay Executive any Salary earned through the date of termination to be paid according to Section 4; reimbursement of any expenses payable pursuant to Section 5; and any accrued but unused vacation time through the termination date in accordance with Company policy. The Company shall deduct from all payments made hereunder, all applicable taxes, including income tax, FICA and FUTA, and other appropriate deductions.

Change of Control. For purposes of this Agreement, “Change of Control” shall mean the occurrence of any one or more of the following: (i) the accumulation (if over time, in any consecutive twelve (12) month period), whether directly, indirectly, beneficially or of record, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) of more than fifty percent (50%) of the outstanding shares of Common Stock of the Company (including equity instruments convertible without payment into Common Stock), whether by merger, consolidation, sale or other transfer of shares of Common Stock (other than a merger or consolidation where the stockholders of the Company prior to the merger or consolidation are the holders of a majority of the voting securities of the entity that survives such merger or consolidation), (ii) a sale of all or substantially all of the assets of the Company or (iii) during any period of twelve (12) consecutive months, the individuals who, at the beginning of such period constitute the Board, and any new Board member whose election by the Board or nomination for election by the Company’s owners was approved by a vote of at least two-thirds (2/3) of the members of the Board then still in office who either were members of the Board at the beginning of the twelve (12) month period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board; provided that the following acquisitions shall not constitute a Change of Control for the purposes of this Agreement: any acquisition of Common Stock or securities convertible into Common Stock by any employee benefit plan (or related trust) sponsored by or maintained by the Company.

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ii.

Change in Control Payment / Section 280G Limitation.

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10.

Confidential Information.

Disclosure of Confidential Information. Executive recognizes, acknowledges, and agrees that Executive will have access to secret and confidential information regarding the Company, its subsidiaries and their respective businesses, including but not limited to, its research programs, research results, technologies, products, methods, formulas, software code, patents, sources of supply, customer dealings, data, know-how, trade secrets and business plans. All of such information shall be deemed "Confidential Information," provided such information is not in or does not hereafter become part of the public domain or become available to the public generally through no fault of Executive. Executive acknowledges that such information is of great value to the Company, is necessary for the conduct of the Company's business, and has been and will be acquired by Executive’s in confidence. In consideration of the obligations undertaken by the Company herein, Executive will not, at any time, during or after Executive’s employment hereunder, reveal, divulge, or make known to any person, any information acquired by Executive during the course of Executive’s employment, which is treated as confidential by the Company, and not otherwise in the public domain. The provisions of this Section 10 shall survive the termination of Executive’s employment hereunder.

Executive affirms that Executive does not possess the protected trade secrets or confidential or proprietary information of any prior employer(s), and that Executive will not use any proprietary information of any person in providing services to the Company or its subsidiaries.

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11.

Restrictive Covenants.

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Rights.

ii.

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12.

Work Product.

Except as otherwise provided in written agreement between Executive and the Company, Executive shall retain all right, title and interest in and to all inventions, developments, ideas, methods, processes, designs, analyses, reports and all similar or related information (in each case whether or not patentable), all copyrightable works, all trade secrets, confidential information and know-how, and all other intellectual property rights that were conceived, reduced to practice, developed or made by Executive prior to Executive’s Employment with the Company (“Executive’s Inventions”).

Executive hereby assigns to Company all right, title and interest in and to all inventions, developments, ideas, methods, processes, designs, analyses, reports and all similar or related information (in each case whether or not patentable), all copyrightable works, all trade secrets, confidential information and know-how, and all other intellectual property rights that (x) are conceived, reduced to practice, developed or made by Executive during the Employment Period, and (y) either: (i) relate at the time of conception or reduction to practice to the Company’s business, or actual or demonstrably anticipated research or development of the Company, or (ii) result from any work performed by Executive for the Company (“Company IP”).

To the extent necessary, each Party shall perform all actions reasonably requested by the other Party (whether during or after the Termination Date) to establish and confirm either Party’s ownership of Executive’s Inventions or Company IP, as applicable (including, without limitation, executing and delivering assignments, consents, powers of attorney, applications, and other instruments).

The provisions of this Section 12 shall survive the termination or expiration of this Agreement.

13.

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14.

Miscellaneous.

Mutual Non-Disparagement. During the Employment Period, and at all times thereafter, neither Party shall make any written statement, or other communication, that materially disparages or places either Party, or any of the Company’s subsidiaries, or the Company’s respective principals, officers, directors, employees, partners, managers, shareholders, investors, products or services in a false or negative light; provided, however, that nothing herein shall preclude either Party from testifying as required by lawful subpoena or other legal process, making good faith reports to governing regulatory bodies or authorities, or communicating inside the Company consistent with legitimate business needs.

Name/Voice/Likeness. During the Employment Period, Executive hereby grants to the Company the non-exclusive right to use Executive’s name, approved likeness, speaking voice and/or approved biography in connection with the marketing and promotion of the Company and/or the Company’s products and/or services. Company shall not have any rights to use Executive’s name, voice and/or likeness for any merchandising and/or commercial tie-ups without the Executive’s prior written consent, and additional compensation being paid to Executive.

No Third-Party Beneficiaries. Unless otherwise expressly noted herein, or later provided for in writing, nothing in this Agreement is intended or will be construed to give any Person, other than Company or Executive, and their successors or assigns, any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provisions contained herein.

Notices. All notices, requests, demands and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when personally delivered or sent by reputable national overnight delivery service (e.g., Federal Express) for overnight delivery to the Party at the address set forth below, or to such other address as either Party may hereafter give the other Party notice of in accordance with the provisions hereof. Notices shall be deemed given on the sooner of the date actually received or one business day after deposited with an overnight delivery service for overnight delivery. The addresses of the Parties for delivery of notice shall be:

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To the Company:

Healthtech Solutions, Inc.

181 Dante Avenue.

Tuckahoe, NY 10707

To Executive:

Manuel E. Iglesias

14811 NW 89^th Ave

Miami Lakes, FL 33018

Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

Construction of Agreement. This Agreement constitutes the entire understanding between the Parties hereto with respect to the subject matter hereof and thereof, superseding all negotiations, prior discussions, and preliminary agreements, written or oral.

Captions and Headings. The captions and section headings used in this Agreement are for convenience of reference only and shall not affect the construction or interpretation of this Agreement or any of the provisions hereof.

Further Assurances. The Company and Executive shall execute and deliver any and all additional papers, documents, and other instruments and shall do any and all further acts and things reasonably necessary in connection with the performance of each of their obligations hereunder to carry out the intent of this Agreement.

Assignment. Provided that the Company shall have the right to delegate its obligation of payment of all sums due to Executive hereunder, provided that such delegation shall not relieve the Company of any of its obligations hereunder, neither Party hereto shall be entitled to assign, charge or license the benefit of this Agreement, and/or any rights hereunder, to any third party, without the prior written consent of the other Party hereto.

Successors. This Agreement shall inure to the benefit of, be binding upon and enforceable against, the Parties hereto and their respective successors, heirs, beneficiaries and permitted assigns.

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Governing Law; Consent to Jurisdiction; Waiver of Jury Trial; Arbitration. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Utah. Any claims, disputes, disagreements, or other matters in question arising out of or relating to this Agreement or to Executive’s employment with the Company will be resolved by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules and Expedited Procedures (regardless of the size of any claim or counterclaim) and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The prevailing Party in any dispute arising out of this Agreement shall be entitled to its reasonable outside attorney’s fees and costs.

Execution in Counterparts. This Agreement may be executed in two (2) counterparts, each of which shall be considered an original instrument, but both of which together shall be considered one and the same agreement.

No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by Executive and the Company to express their mutual intent, and no rule of strict construction will be applied against Executive or the Company.

Entire Agreement; Modification / Amendment. This Agreement constitutes the entire understanding between the Parties with respect to the subject matter hereof and thereof, superseding all negotiations, prior discussions, and preliminary agreements, written or oral. No modification, amendment, waiver, termination, or discharge of this Agreement or of any of the terms or provisions hereof shall be binding upon any of the Parties hereto, unless confirmed in writing by the Company and Executive. No waiver by the Company or Executive of any term or provision of this Agreement or of any default hereunder shall affect the Company’s or its respective rights thereafter to enforce such terms or provisions or to exercise any right or remedy in the event of any other default, whether similar or not. Any verbal or written understanding previously agreed upon shall be null and void upon full execution of this Agreement.

Legal Representation. THE PARTIES HEREBY REPRESENT AND WARRANT THAT THE PARTIES HAVE HAD AN OPPORTUNITY TO CONSULT INDEPENDENT LEGAL COUNSEL AND/OR HAVE BEEN REPRESENTED BY COUNSEL OF THE PARTIES’ OWN CHOOSING IN THE PREPARATION AND ANALYSIS OF THIS AGREEMENT. THE PARTIES HAVE EAD THIS AGREEMENT WITH CARE AND BELIEVES THAT EACH OF THE PARTIES ARE FULLY AWARE OF AND UNDERSTAND THE CONTENTS OF THIS AGREEMENT AND ITS LEGAL EFFECT.

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Survival. All post termination obligations of the Agreement shall survive the termination of the Agreement and the Termination Date as specified in the Agreement.

Representations and Warranties.

ii.

[Signature page follows immediately]

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SIGNATURE PAGE TO THE

EXECUTIVE EMPLOYMENT AGREEMENT DATED JANUARY 27, 2023

BETWEEN

HEALTHTECH SOLUTIONS, INC.

AND

MANUEL E. IGLESIAS

IN WITNESS WHEREOF, Executive and the Company have caused this Executive Employment Agreement to be executed as of the date first above written.

HEALTHTECH SOLUTIONS, INC.

/s/Jelena Olmstead

By: Jelena Olmstead, CEO

EXECUTIVE:

/s/ Manuel E. Iglesias

Manuel E. Iglesias

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EXECUTIVE EMPLOYMENT AGREEMENT

This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of January 27, 2023 (the "Effective Date") by and between Healthtech Solutions, Inc., a Utah corporation with a principal business address at 181 Dante Avenue, Tuckahoe, NY 10707 (the “Company”) and James Pesoli, an individual residing in the state of Florida (“Executive”). Company and Executive may sometimes be referred to herein individually as a “Party” and collectively as the “Parties.”

W I T N E S S E T H:

WHEREAS, the Company desires to assure itself of the services of Executive as the Company’s Senior Vice President and as the Chief Executive Officer of World Reach Holdings, LLC and World Reach Health, LLC, subsidiaries of the Company, and Executive desires to be engaged by the Company in such capacity upon the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing and their respective covenants and agreements contained in this document, the Company and Executive hereby agree as follows:

Employment and Duties.

The Company agrees to employ, and Executive agrees to serve in one or more executive positions with the Company and its subsidiaries as the Company’s Board of Directors may determine from time to time. Initially and effective on the Effective Date, Executive shall be employed as the Company’s Senior Vice President and as President and Chief Executive Officer of the Company’s subsidiaries, World Reach Health, LLC (“WRH”) and World Reach Holdings, LLC (“WR Holdings”). As the Company’s Senior Vice President. Executive shall have all powers, duties, responsibilities, and authority that are assigned by the Company’s Board of Directors (the “Board”), set forth in the Company's Bylaws, or that are implicitly assigned to the Senior Vice President by the Revised Business Corporation Act of the State of Utah. As Chief Executive Officer of WRH and WR Holdings, Executive shall have all powers, duties, responsibilities, and authority that are assigned by the Managers of WRH or WR Holdings or as set forth in their Operating Agreements.

Executive shall devote such non-exclusive time, efforts and services to the business and affairs of the Company and its subsidiaries, either formed or to be formed in the future, as the nature of his responsibilities require, but, in no event shall Executive be required to devote Executive’s full-time to the performance of such duties. Nothing in this Section 1 shall prohibit Executive from: (A) serving as a director or member of any other board, committee thereof of any other entity or organization; (B) delivering lectures, fulfilling speaking engagements, and any writing or publication relating to Executive’s area of expertise, subject to prior approval of the Board, not to be unreasonably withheld; (C) serving as a director or trustee of any governmental, charitable or educational organization; (D) engaging in additional activities in connection with personal investments and community affairs, including, without limitation, professional or charitable or similar organization committees, boards, memberships or similar associations or affiliations, or (E) performing advisory activities, provided, however, such activities are not in direct competition with the business and affairs of the Company or would tend to cast Executive or the Company in a negative light in the reasonable judgment of the Board.

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Licensed Attorney Disclaimer. The Parties hereto acknowledge that Executive is a licensed attorney in the State of Illinois. The Company does not expect Executive to render any legal services on the Company’s behalf. Further, even though Executive may consult on the Company’s business affairs, which may include, without limitation, litigation strategies, reviewing, drafting, commenting on and/or negotiating transactional terms and/or agreements, preparing or filing documents with any governmental authority, the Company expressly acknowledges and agrees that Executive will not be acting in any capacity, at any time, as legal counsel for the Company, and, that at all times, the Company is hereby advised to seek the advice and guidance of independent legal counsel.

Existing Business Endeavors. The parties mutually agree that Executive is expressly permitted hereunder to continue to perform services for those ongoing business endeavors (each an “Existing Endeavor”) as identified in Exhibit “A,” a copy of which is attached hereto and included herein for reference. Additionally, Executive shall be entitled to retain all compensation (whether in the form of cash, equity securities or perquisites) paid or delivered to Executive in connection with such Existing Endeavor.

Place of Employment. Executive’s services shall be performed at such location or locations as Executive shall determine, in Executive’s sole discretion.

Compensation.

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Incentive Compensation and Bonuses.

Annual Bonus. Within sixty (60) days after the Effective Date, the Board (or the Compensation Committee thereof, if any), subject to Executive’s meaningful consultation, shall determine criteria for measuring Executive's accomplishments during the 2023 fiscal year, and prior to each subsequent fiscal year during the Employment Period the Board shall, subject to Executive’s meaningful consultation, likewise determine such criteria for the coming fiscal year. For each fiscal year during the Employment Period, so long as the bonus criteria approved by the Board is achieved, Executive shall be eligible to receive a bonus (the "Annual Bonus") of up to two hundred percent of Executive’s annual salary (the “Bonus Basis Ceiling”), as determined by the Board. The Annual Bonus is intended to qualify as performance-based compensation under Internal Revenue Code section 162(m). The Bonus Basis Ceiling may be increased at the Board’s election, or the compensation committee’s election (if applicable), or pursuant to the mutual written consent of the Parties. The Annual Bonus shall be paid by the Company to Executive promptly after its determination that the relevant criteria have been satisfied, it being understood that the attainment of any financial targets associated with any bonus shall not be determined until following the completion of the Company’s annual audit and public announcement of such results and shall be paid promptly following the Company’s announcement of earnings.

ii.

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ii.

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iii.

Severance Compensation.

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any accrued, but unused vacation time through the termination date in accordance with Company policy; and

ii.

iii.

iv.

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No Mitigation. Executive is under no obligation to seek other employment or to otherwise mitigate the obligation of the Company under this Agreement.

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Termination of Employment.

Executive’s Death. If Executive dies during the Employment Period, this Agreement and Executive’s employment with the Company shall automatically terminate and the Company’s obligations to Executive’s estate and to Executive’s Qualified Beneficiaries shall be those set forth in Section 4 regarding severance compensation.

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Termination for Cause. At any time during the Employment Period, the Company may terminate this Agreement and Executive’s employment hereunder for Cause.

ii.

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iii.

For Good Reason or a Change of Control or Without Cause.

ii.

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iii.

iv.

Without “Good Reason” by Executive. At any time during the Employment Period, Executive shall be entitled to terminate this Agreement and Executive’s employment with the Company without Good Reason and other than for a Change of Control by providing prior written notice of at least thirty (30) days to the Company. Upon termination by Executive of this Agreement or Executive’s employment with the Company without Good Reason and other than for a Change of Control, the Company shall have no further obligations or liability to Executive or Executive’s heirs, administrators or executors with respect to compensation and benefits thereafter, except for the obligation to pay Executive any Salary earned through the date of termination to be paid according to Section 4; reimbursement of any expenses payable pursuant to Section 5; and any accrued but unused vacation time through the termination date in accordance with Company policy. The Company shall deduct from all payments made hereunder, all applicable taxes, including income tax, FICA and FUTA, and other appropriate deductions.

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Change of Control. For purposes of this Agreement, “Change of Control” shall mean the occurrence of any one or more of the following: (i) the accumulation (if over time, in any consecutive twelve (12) month period), whether directly, indirectly, beneficially or of record, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) of more than fifty percent (50%) of the outstanding shares of Common Stock of the Company (including equity instruments convertible without payment into Common Stock), whether by merger, consolidation, sale or other transfer of shares of Common Stock (other than a merger or consolidation where the stockholders of the Company prior to the merger or consolidation are the holders of a majority of the voting securities of the entity that survives such merger or consolidation), (ii) a sale of all or substantially all of the assets of the Company or (iii) during any period of twelve (12) consecutive months, the individuals who, at the beginning of such period constitute the Board, and any new Board member whose election by the Board or nomination for election by the Company’s owners was approved by a vote of at least two-thirds (2/3) of the members of the Board then still in office who either were members of the Board at the beginning of the twelve (12) month period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board; provided that the following acquisitions shall not constitute a Change of Control for the purposes of this Agreement: any acquisition of Common Stock or securities convertible into Common Stock by any employee benefit plan (or related trust) sponsored by or maintained by the Company.

ii.

Change in Control Payment / Section 280G Limitation.

General Rules. Code Sections 280G and 4999 may place significant tax burdens on both Executive and the Company if the total payments made to Executive due to certain change in control events described in Code Section 280G (the “Total Change in Control Payments”) equal or exceed the 280G Cap (three times the Executive’s “Base Amount” as defined in Code Section 280G). If the Total Change in Control Payments equal or exceed the 280G Cap, Section 4999 of the Code imposes a 20% excise tax (the “Excise Tax”) on all amounts in excess of one times Executive’s Base Period Income Amount. This Excise Tax is imposed on Executive, rather than the Company, and, to the extent required by applicable regulations, shall be withheld by the Company from any amounts payable to Executive pursuant to this Agreement. In determining whether the Total Change in Control Payments exceed the 280G Cap and results in an Excise Tax becoming due, and for purposes of calculating the 280G Cap itself, the provisions of Code Sections 280G and 4999 and the applicable regulations control over the general provisions of this Section 9(g)ii(1).

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10.

Confidential Information.

Disclosure of Confidential Information. Executive recognizes, acknowledges, and agrees that Executive will have access to secret and confidential information regarding the Company, its subsidiaries and their respective businesses, including but not limited to, its research programs, research results, technologies, products, methods, formulas, software code, patents, sources of supply, customer dealings, data, know-how, trade secrets and business plans. All of such information shall be deemed "Confidential Information," provided such information is not in or does not hereafter become part of the public domain or become available to the public generally through no fault of Executive. Executive acknowledges that such information is of great value to the Company, is necessary for the conduct of the Company's business, and has been and will be acquired by Executive’s in confidence. In consideration of the obligations undertaken by the Company herein, Executive will not, at any time, during or after Executive’s employment hereunder, reveal, divulge, or make known to any person, any information acquired by Executive during the course of Executive’s employment, which is treated as confidential by the Company, and not otherwise in the public domain. The provisions of this Section 10 shall survive the termination of Executive’s employment hereunder.

Executive affirms that Executive does not possess the protected trade secrets or confidential or proprietary information of any prior employer(s) other than World Reach Holdings, LLC, and that Executive will not use any proprietary information of any person in providing services to the Company or its subsidiaries.

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11.

Restrictive Covenants.

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Rights.

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ii.

12.

Work Product.

Except as otherwise provided in written agreement between Executive and the Company, Executive shall retain all right, title and interest in and to all inventions, developments, ideas, methods, processes, designs, analyses, reports and all similar or related information (in each case whether or not patentable), all copyrightable works, all trade secrets, confidential information and know-how, and all other intellectual property rights that were conceived, reduced to practice, developed or made by Executive prior to Executive’s Employment with the Company (“Executive’s Inventions”).

Executive hereby assigns to Company all right, title and interest in and to all inventions, developments, ideas, methods, processes, designs, analyses, reports and all similar or related information (in each case whether or not patentable), all copyrightable works, all trade secrets, confidential information and know-how, and all other intellectual property rights that (x) are conceived, reduced to practice, developed or made by Executive during the Employment Period, and (y) either: (i) relate at the time of conception or reduction to practice to the Company’s business, or actual or demonstrably anticipated research or development of the Company, or (ii) result from any work performed by Executive for the Company (“Company IP”).

To the extent necessary, each Party shall perform all actions reasonably requested by the other Party (whether during or after the Termination Date) to establish and confirm either Party’s ownership of Executive’s Inventions or Company IP, as applicable (including, without limitation, executing and delivering assignments, consents, powers of attorney, applications, and other instruments).

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The provisions of this Section 12 shall survive the termination or expiration of this Agreement.

13.

14.

Miscellaneous.

Mutual Non-Disparagement. During the Employment Period, and at all times thereafter, neither Party shall make any written statement, or other communication, that materially disparages or places either Party, or any of the Company’s subsidiaries, or the Company’s respective principals, officers, directors, employees, partners, managers, shareholders, investors, products or services in a false or negative light; provided, however, that nothing herein shall preclude either Party from testifying as required by lawful subpoena or other legal process, making good faith reports to governing regulatory bodies or authorities, or communicating inside the Company consistent with legitimate business needs.

Name/Voice/Likeness. During the Employment Period, Executive hereby grants to the Company the non-exclusive right to use Executive’s name, approved likeness, speaking voice and/or approved biography in connection with the marketing and promotion of the Company and/or the Company’s products and/or services. Company shall not have any rights to use Executive’s name, voice and/or likeness for any merchandising and/or commercial tie-ups without the Executive’s prior written consent, and additional compensation being paid to Executive.

No Third-Party Beneficiaries. Unless otherwise expressly noted herein, or later provided for in writing, nothing in this Agreement is intended or will be construed to give any Person, other than Company or Executive, and their successors or assigns, any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provisions contained herein.

Notices. All notices, requests, demands and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when personally delivered or sent by reputable national overnight delivery service (e.g., Federal Express) for overnight delivery to the Party at the address set forth below, or to such other address as either Party may hereafter give the other Party notice of in accordance with the provisions hereof. Notices shall be deemed given on the sooner of the date actually received or one business day after deposited with an overnight delivery service for overnight delivery. The addresses of the Parties for delivery of notice shall be:

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To the Company:

Healthtech Solutions, Inc.

181 Dante Avenue.

Tuckahoe, NY 10707

To Executive:

James Pesoli

3501 W. Algonquin Rd

Suite 135

Rolling Meadows, IL 60008

Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

Construction of Agreement. This Agreement constitutes the entire understanding between the Parties hereto with respect to the subject matter hereof and thereof, superseding all negotiations, prior discussions, and preliminary agreements, written or oral.

Captions and Headings. The captions and section headings used in this Agreement are for convenience of reference only and shall not affect the construction or interpretation of this Agreement or any of the provisions hereof.

Further Assurances. The Company and Executive shall execute and deliver any and all additional papers, documents, and other instruments and shall do any and all further acts and things reasonably necessary in connection with the performance of each of their obligations hereunder to carry out the intent of this Agreement.

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Assignment. Provided that the Company shall have the right to delegate its obligation of payment of all sums due to Executive hereunder, provided that such delegation shall not relieve the Company of any of its obligations hereunder, neither Party hereto shall be entitled to assign, charge or license the benefit of this Agreement, and/or any rights hereunder, to any third party, without the prior written consent of the other Party hereto.

Successors. This Agreement shall inure to the benefit of, be binding upon and enforceable against, the Parties hereto and their respective successors, heirs, beneficiaries and permitted assigns.

Governing Law; Consent to Jurisdiction; Waiver of Jury Trial; Arbitration. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Utah. Any claims, disputes, disagreements, or other matters in question arising out of or relating to this Agreement or to Executive’s employment with the Company will be resolved by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules and Expedited Procedures (regardless of the size of any claim or counterclaim) and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The prevailing Party in any dispute arising out of this Agreement shall be entitled to its reasonable outside attorney’s fees and costs.

Execution in Counterparts. This Agreement may be executed in two (2) counterparts, each of which shall be considered an original instrument, but both of which together shall be considered one and the same agreement.

No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by Executive and the Company to express their mutual intent, and no rule of strict construction will be applied against Executive or the Company.

Entire Agreement; Modification / Amendment. This Agreement constitutes the entire understanding between the Parties with respect to the subject matter hereof and thereof, superseding all negotiations, prior discussions, and preliminary agreements, written or oral. No modification, amendment, waiver, termination, or discharge of this Agreement or of any of the terms or provisions hereof shall be binding upon any of the Parties hereto, unless confirmed in writing by the Company and Executive. No waiver by the Company or Executive of any term or provision of this Agreement or of any default hereunder shall affect the Company’s or its respective rights thereafter to enforce such terms or provisions or to exercise any right or remedy in the event of any other default, whether similar or not. Any verbal or written understanding previously agreed upon shall be null and void upon full execution of this Agreement.

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Legal Representation. THE PARTIES HEREBY REPRESENT AND WARRANT THAT THE PARTIES HAVE HAD AN OPPORTUNITY TO CONSULT INDEPENDENT LEGAL COUNSEL AND/OR HAVE BEEN REPRESENTED BY COUNSEL OF THE PARTIES’ OWN CHOOSING IN THE PREPARATION AND ANALYSIS OF THIS AGREEMENT. THE PARTIES HAVE READ THIS AGREEMENT WITH CARE AND BELIEVES THAT EACH OF THE PARTIES ARE FULLY AWARE OF AND UNDERSTAND THE CONTENTS OF THIS AGREEMENT AND ITS LEGAL EFFECT.

Survival. All post termination obligations of the Agreement shall survive the termination of the Agreement and the Termination Date as specified in the Agreement.

Representations and Warranties.

ii.

[Signature page follows immediately]

Page 23 of 24

SIGNATURE PAGE TO THE

EXECUTIVE EMPLOYMENT AGREEMENT DATED JANUARY 27, 2023

BETWEEN

HEALTHTECH SOLUTIONS, INC.

AND

JAMES PESOLI

IN WITNESS WHEREOF, Executive and the Company have caused this Executive Employment Agreement to be executed as of the date first above written.

HEALTHTECH SOLUTIONS, INC.

/s/ Manuel E. Iglesias

By: Manuel E. Iglesias, President

EXECUTIVE:

/s/ James Pesoli

James Pesoli

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