EXHIBIT 10.1

SHARE ACQUISITION AND EXCHANGE AGREEMENT

Dated March 13, 2018

by and among

Grasshopper Staffing, Inc.

IndeLiving Holdings, Inc.

and

the Shareholders of IndeLiving Holdings, Inc.

TABLE OF CONTENTS

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SHARE ACQUISITION AND EXCHANGE AGREEMENT

This Share Acquisition and Exchange Agreement (“ Agreement ”) dated March 13, 2018, is between and among Grasshopper Staffing, Inc. (“ Grasshopper ”), a corporation organized under the laws of the State of Nevada having an office for the transaction of business at 200 S. Victoria Avenue, Pueblo, Co  81003, IndeLiving Holdings, Inc. (“ IndeLiving ”), a corporation organized under the laws of the State of Florida having an office for the transaction of business at 3847 River Vista Way Louisville, TN  37777, and the shareholders of IndeLiving listed on the signature pages and Exhibit A hereto, constituting all of the shareholders of IndeLiving (collectively, the “ Shareholders ” and individually a “ Shareholder ”), each having an address set forth on Exhibit A hereto.

WHEREAS , the Shareholders own all of the issued and outstanding shares of common stock of IndeLiving (“ IndeLiving Shares ”); and

WHEREAS , Grasshopper desires to acquire from the Shareholders, and the Shareholders desire to sell to Grasshopper, all of the IndeLiving Shares in exchange (the “ Exchange ”) for the issuance by Grasshopper to the Shareholders of an aggregate of Five Million Two Hundred Thousand (5,200,000) shares (the “ Grasshopper Shares ”) of the Grasshopper common stock, par value $0.0001 per share (the “ Grasshopper Common Stock ”), making IndeLiving a wholly-owned subsidiary of Grasshopper, on the terms and conditions set forth below; and

WHEREAS , it is the intention of the parties hereto that: (i) the Exchange shall qualify as a transaction exempt from registration or qualification under the Securities Act of 1933, as amended (the “ Securities Act ”), and (ii) the Exchange shall qualify as a “tax-free” transaction within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the “ Code ”).

NOW, THEREFORE , in consideration of the foregoing, and the mutual terms, covenants and conditions herein below set forth, the parties agree, as follows:

1.

DEFINITIONS AND INTERPRETATION

1.1

Definitions.  In this Agreement:

“ Affiliate ” means, with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person, and the term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise;

“ Balance Sheet Date ” means December 31, 2017;

“ Boruff Employment Agreement ” means the form of Employment Agreement by and between Grasshopper and Scott M. Boruff in the form attached to this Agreement as Exhibit B ;

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“ Commission ” means the United States Securities and Exchange Commission;

“ Exchange Act ” means the United States Securities Exchange Act of 1934, as amended;

“ IndeLiving Financial Statements ” means the unaudited balance sheet at December 31, 2017 and the unaudited profit and loss statement for the year ended December 31, 2017;

“ GAAP ” means U.S. generally accepted accounting principles consistently applied;

“ Governmental Entity ” means any federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign;

“ Income Tax ” means any federal, state, local, or foreign income tax, including any interest, penalty, or addition thereto, whether disputed or not;

“ Income Tax Return ” means any return, declaration, report, claim for refund, or information return or statement relating to any Income Tax, including any schedule or attachment thereto, and including any amendment thereof;

“ Intellectual Property Right ” means all (i) patents, patent applications, patent disclosures and inventions, (ii) trademarks, service marks, trade dress, trade names, URL's, logos and corporate names and registrations and applications for registration thereof, together with all of the goodwill associated therewith, (iii) copyrights (registered or unregistered) and copyrightable works and registrations and applications for registration thereof, (iv) mask works and registrations and applications for registration thereof, (v) computer software, data, data bases and documentation thereof, (vi) trade secrets and other confidential information (including ideas, formulas, compositions, inventions (whether patentable or unpatentable and whether or not reduced to practice), know-how, manufacturing and production processes and techniques, research and development information, drawings, specifications, designs, plans, proposals, technical data, copyrightable works, financial and marketing plans and customer and supplier lists and information), (vii) other intellectual property rights and (viii) copies and tangible embodiments thereof (in whatever form or medium);

“ Liability ” or “ Liabilities ” mean any and all debts, liabilities, commitments and obligations, whether fixed, contingent or absolute, matured or unmatured, liquidated or unliquidated, accrued or not accrued, known or unknown, whenever or however arising (including whether arising out of any contract or tort based on negligence or strict liability) and whether or not the same would be required by GAAP to be reflected in financial statements or disclosed in the notes thereto;

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“ Lien ” means any right which (a) shall entitle any Person to terminate, amend, accelerate or cancel any agreement, option, license or other instrument to which Grasshopper, IndeLiving or any Shareholder is a party by reason of the occurrence of (i) a violation, breach or default thereunder by Grasshopper, IndeLiving or any Shareholder, as the case may be; or (ii) an event which with or without notice or lapse of time or both would become a default thereunder; or (b) if exercised by the holder thereof, will (i) entitle such Person to accelerate the performance of any obligations or the payment of any sums owed by Grasshopper, IndeLiving or any Shareholder, as the case may be, under any agreement, option, license or other instrument, or (ii) result in any loss of any benefit under, or the creation of any pledges, claims, equities, options, liens, charges, call rights, rights of first refusal, “tag” or “drag” along rights, encumbrances and security interests of any kind or nature whatsoever on any of the property or assets of Grasshopper, IndeLiving or any Shareholder;

“ Material Adverse Effect ” means any effect or change that would be materially adverse to the business, assets, condition (financial or otherwise), operating results, operations, or business prospects of Grasshopper, IndeLiving or any Shareholder, as the case may be, taken as a whole, or on the ability of any Party to consummate timely the transactions contemplated hereby;

“ Person ” means a natural person, company, corporation, partnership, association, trust or any unincorporated organization;

“ Rule 144 ” means Rule 144 promulgated by the Commission under the Securities Act;

“ Grasshopper Reports ” has the meaning attributed to such term in Section 5.7;

“ Subsidiary ” means, with respect to any Person, any corporation, limited liability company, partnership, association, or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof or (ii) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority of partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof and for this purpose, a Person or Persons own a majority ownership interest in such a business entity (other than a corporation) if such Person or Persons shall be allocated a majority of such business entity's gains or losses or shall be or control any managing director or general partner of such business entity (other than a corporation). The term “Subsidiary” shall include all Subsidiaries of such Subsidiary;

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“ Tax ” or “ Taxes ” means any federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Code §59A), customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, including any interest, penalty, or addition thereto, whether disputed or not;

“ Taxation Authority ” means any federal, state, local or foreign governmental agency, department or other entity which is authorized by applicable law to assess and collect Taxes;

“ Tax Return ” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof; and

“ Treas. Reg .” means the regulations promulgated by the United States Department of the Treasury under the Code, as amended.

1.2

Interpretation .

1.2.1

As used in this Agreement, unless the context clearly indicates otherwise:

(a)

words used in the singular include the plural and words in the plural include the singular;

(b)

reference to any Person includes such person's successors and assigns, but only if such successors and assigns are permitted by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity;

(c)

reference to any gender includes the other gender;

(d)

whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation” or “but not limited to” or words of similar import;

(e)

reference to any Section means such Section of this Agreement, and references in any Section or definition to any clause means such clause of such Section or definition;

(f)

the words “herein,” “hereunder,” “hereof,” “hereto” and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Section or other provision hereof;

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(g)

reference to any agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and by this Agreement;

(h)

reference to any law (including statutes and ordinances) means such law (including all rules and regulations promulgated thereunder) as amended, modified, codified or reenacted, in whole or in part, and in effect at the time of determining compliance or applicability, and reference to any particular provision of any law shall be interpreted to include any revision of or successor to that provision regardless of how numbered or classified;

(i)

relative to the determination of any period of time, “from” means “from and including,” “to” means “to but excluding” and “through” means “through and including”; and

(j)

the titles and headings of Sections contained in this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of or to affect the meaning or interpretation of this Agreement.

1.2.2

This Agreement was negotiated by the parties with the benefit of legal representation, and no rule of construction or interpretation otherwise requiring this Agreement to be construed or interpreted against any party shall apply to any construction or interpretation hereof. This Agreement shall be interpreted and construed to the maximum extent possible so as to uphold the enforceability of each of the terms and provisions hereof, it being understood and acknowledged that this Agreement was entered into by the parties after substantial negotiations and with full awareness by the parties of the terms and provisions hereof and the consequences thereof.

1.2.3

Where a statement in this Agreement is qualified by the expression “to the best of Grasshopper’s knowledge,” “to the best of IndeLiving’s knowledge,” “to the best of the Shareholder’s knowledge,” “so far as Grasshopper is aware,” “so far as IndeLiving is aware” or “so far as the Shareholder is aware” or any similar expression shall be deemed to include Grasshopper’s, IndeLiving’s or the Shareholder’s actual knowledge and what Grasshopper, IndeLiving or the Shareholder should have known after due and careful inquiry of, in the case of Grasshopper and IndeLiving, the President, the members of the Board of Directors and any relevant person(s) involved in the management of the business of Grasshopper and IndeLiving.

2.

ACQUISITION OF INDELIVING BY GRASSHOPPER; CLOSING

2.1

Exchange of the IndeLiving Shares for the Grasshopper Shares. On the Closing Date, the Shareholders shall exchange, transfer and assign all of the IndeLiving Shares to Grasshopper, and Grasshopper shall issue and deliver to the Shareholders the Grasshopper Shares in the amounts and to each Shareholder as set forth in Exhibit A hereto.

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2.2

Closing. Closing of the Exchange (“ Closing ”) shall take place at the offices of Grasshopper or such other location as mutually agreed upon by Grasshopper and IndeLiving. All actions taken at the Closing shall be deemed to have been taken simultaneously at the time the last of any such actions is taken or completed. The Closing shall occur on the first business day following the satisfaction of the closing conditions described in Section 7 herein (the “ Closing Date ”) or at such other date as the parties may agree in writing.

2.3

Shareholders’ and IndeLiving Closing Deliveries . At or prior to the Closing, the Shareholders and/or IndeLiving shall deliver to Grasshopper the following:

(a)

incorporation or formation documents and amendments thereto, certificate of good standing in IndeLiving’s jurisdiction of incorporation;

(b)

all applicable schedules hereto;

(c)

all minutes and resolutions of board of director and shareholder meetings in possession of IndeLiving;

(d)

all financial statements and tax returns of IndeLiving in its possession;

(e)

copies of board, and if applicable, shareholder resolutions approving this transaction and authorizing the issuances of the shares hereto; and

(f)

any other document reasonably requested by Grasshopper that it deems necessary for the consummation of this transaction.

2.4

Grasshopper Closing Deliveries . At or prior to the Closing, Grasshopper shall deliver to the Shareholders the following:

(a)

all applicable schedules hereto; and

(b)

certificates representing Grasshopper Shares issued in the denominations as set forth opposite the respective names of the Shareholders as set forth on Exhibit A on the Closing Date, duly authorized, validly issued, fully paid for and non-assessable. The certificates representing the Grasshopper Shares will bear the legend set forth in Section 4.4 hereof.

3.

REPRESENTATIONS AND WARRANTIES OF INDELIVING

IndeLiving hereby warrants and represents to Grasshopper, as of the date of this Agreement and with the same force and effect on the Closing Date as if then made, as follows:

3.1

Power and Authority . IndeLiving is a corporation duly organized, validly existing, and in good standing under the laws of the State of Florida, and has the corporate power and authority to carry on its business as now conducted and to own, lease and operate its properties and assets.

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IndeLiving is duly qualified or licensed to transact business as a foreign corporation in good standing in the states of the United States and/or foreign jurisdictions where the character of its assets or the nature or conduct of its business requires it to be so qualified or licensed. IndeLiving has all requisite corporate power and authority to execute and deliver this Agreement and each instrument to be executed and delivered by IndeLiving in connection with the Closing, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and each instrument required hereby to be executed and delivered by IndeLiving prior to or at the Closing, the performance of its obligations hereunder and thereunder and the consummation by IndeLiving of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of IndeLiving, and no other corporate proceedings on the part of IndeLiving are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed by IndeLiving, and, assuming this Agreement has been duly executed by Grasshopper and the Shareholders, this Agreement constitutes a valid and binding agreement of IndeLiving, enforceable against IndeLiving in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles.

3.2

Consents and Approvals . The execution and performance of this Agreement do not, and the consummation of the transactions contemplated hereby and compliance with the provisions of this Agreement will not (a) conflict with or violate the Articles of Incorporation and Bylaws of IndeLiving, (b) conflict with or violate any statute, ordinance, rule, regulation, judgment, order, writ, injunction, decree or law applicable to IndeLiving, or by which either IndeLiving or its properties or assets may be bound or affected, or (c) result in a violation or breach of or constitute a default (or an event which with or without notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in any loss of any benefit under, any contract, agreement or arrangement to which IndeLiving is a party, or the creation of Liens on any of the property or assets of IndeLiving.  No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity, is required by IndeLiving in connection with the execution of this Agreement or the consummation by it of the transactions contemplated hereby, except for such other consents, approvals, orders, authorizations, registrations, declarations or filings, the failure of which to obtain would not individually or in the aggregate have a Material Adverse Effect.

3.3

Authorized and Issued Capital Stock . IndeLiving is authorized, pursuant to its incorporation and or formation documents, to issue one hundred million (100,000,000) shares of common stock, ____________ $0.001 par value, and ten million (10,000,000) shares of blank check preferred stock, $0.001 par value, of which five hundred (500) shares have been designated as Series A Super Voting Preferred Stock (“ IndeLiving Series A ”). As of the date hereof twenty three million nine hundred thousand (23,900,000) shares of IndeLiving's common stock and five hundred (500) shares of IndeLiving Series A are issued and outstanding, all of which are owned by the Shareholders, including Platinum Equity Advisors, LLC, a Tennessee limited liability company (“ Platinum Equity ”), which is IndeLiving’s principal shareholder and the holder of all outstanding shares of IndeLiving Series A.  All of the outstanding IndeLiving Shares are issued on an uncertificated basis.

The IndeLiving Shares have been duly authorized, are duly and validly issued, fully paid, and nonassessable, and to IndeLiving’s knowledge are free of any Lien, encumbrance or restrictions on transfer other than restrictions on transfer under this Agreement, and under applicable state and federal securities laws.  To IndeLiving’s knowledge there is no outstanding security of any kind convertible into or exchangeable for shares or equity ownership interest in IndeLiving. Prior to the Closing, Platinum Equity shall return the IndeLiving Series A to IndeLiving for cancellation.

3.4

Subsidiaries . IndeLiving owns no subsidiaries, and on the Closing Date, IndeLiving shall not own, or be a party to any agreement to own, any securities of any other corporation, or any other entity or business association of whatever kind.

3.5

Undisclosed Liabilities . As of the Closing Date, IndeLiving has no debts, Liabilities or obligations of any nature (whether accrued, absolute, contingent, direct, indirect, unliquidated or otherwise and whether due or to become due) arising out of transactions entered into on or prior to the Closing Date, or any transaction, series of transactions, action or inaction occurring on or prior to the Closing Date, or any state of facts or condition existing on or prior to the Closing Date (regardless of when such liability or obligation is asserted) except such debts, Liabilities or obligations that have been disclosed to Grasshopper in this Agreement or in the IndeLiving Financial Statements.

3.6

Intellectual Property.

3.6.1

The activities of IndeLiving (or of any licensee under any license granted by IndeLiving) do not infringe or are not likely to infringe on any Intellectual Property Rights of any third party and no claim has been made, has been threatened, or is likely to be made or threatened, against IndeLiving or any such licensee in respect of such infringement.

3.6.2

Details of all registered Intellectual Property Rights (including applications to register the same) and all commercially significant unregistered Intellectual Property Rights owned or used by IndeLiving are set out in Schedule 3.6 .

3.6.3

IndeLiving does not, as of the date hereof, use in its business any Intellectual Property Rights, other than the Intellectual Property Rights identified on Schedule 3.6, and is under no obligation to pay license fees or royalties for any Intellectual Property Rights other than those identified on said Schedule.

3.7

Personal Property . IndeLiving has good and marketable title to, or in the case of leased or licensed personal property, it has valid leasehold or license interests in, all Personal Property, except for properties and assets sold since the Balance Sheet Date in the ordinary course of business consistent with past practices. Each item of Personal Property has no material defects, is in good operating condition and repair (ordinary wear and tear excepted), and is generally adequate for the uses to which it is being put.  None of such Personal Property is subject to any Liens, other than:

3.7.1

Liens that do not materially detract from the value of the Personal Property as now used, or materially interfere with any present or intended use of the Personal Property; or

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3.7.2

Liens reflected on the IndeLiving Financial Statements.

3.8

Real Property .  IndeLiving does not own or lease any real property.  

3.9

Litigation and Complaints .

3.9.1

IndeLiving is not engaged in any litigation or arbitration proceedings, and there are no such proceedings pending or, to the knowledge of IndeLiving, threatened against or by IndeLiving. To the best of IndeLiving's knowledge, there are no matters or circumstances which are likely to give rise to any litigation or arbitration proceedings by or against IndeLiving.

3.9.2

IndeLiving is not subject to any investigation, inquiry or enforcement proceedings or processes by any Governmental Entity, and to the best of IndeLiving's knowledge, there are no matters or circumstances which are likely to give rise to any such investigation, inquiry, proceedings or process.

3.10

Employees; Benefits .

3.10.1

IndeLiving is not party to or bound by any collective bargaining, shop or similar agreements.

3.10.2

IndeLiving does not have any “employee benefit plans” including, but not limited to, bonus, pension, profit sharing, deferred compensation, incentive compensation, excess benefit, stock, stock option, severance, termination pay, change in control or other employee benefit plans, programs or arrangements, whether written or unwritten, qualified or unqualified, funded or unfunded, currently maintained, or contributed to, or required to be maintained or contributed to, by IndeLiving (each of which is referred to as a “ Benefit Plan ” and all of which are collectively referred to as the “ Benefit Plans ”), other than the employment contracts, medical, dental, vision, disability, life insurance and or vacation benefits.

3.11

Tax Matters.

3.11.1

IndeLiving has filed, all federal Income Tax Returns and all other material Tax Returns that it was required to file since the date of its organization.

3.11.2

To the best of IndeLiving's knowledge, IndeLiving has paid all Taxes that it was required to pay since the date of its organization.

3.11.3

IndeLiving is not currently the beneficiary of any extension of time within which to file any Tax Return.

3.11.4

To the best of IndeLiving's knowledge, there are no Liens for Taxes (other than Taxes not yet due and payable) upon any of the assets of IndeLiving.

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3.11.5

There is no material dispute or claim concerning any Tax liability of IndeLiving either (i) claimed or raised by any Taxation Authority in writing or (ii) as to which IndeLiving has knowledge, except for those reflected on the IndeLiving Financial Statements.

3.12

Financial Statements . Schedule 3.12 contains copies of the IndeLiving Financial Statements.

3.13

Contracts .  A copy of each of the material contracts, instruments, agreements, or understandings, whether written or oral, to which IndeLiving is a party that relates to or affects the assets or operations of IndeLiving or to which IndeLiving’s assets or operations may be bound or subject (collectively, the “ Contracts ”), has been provided to Grasshopper, a list of which is attached hereto as Schedule 3.13 .  Each of the Contracts is a valid and binding obligation of IndeLiving and in full force and effect, except for where the failure to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. For purposes of this Agreement a material contract shall be any contract or agreement involving consideration in excess of $50,000.  There are no existing defaults by IndeLiving thereunder or, to the knowledge of IndeLiving, by any other party thereto, which defaults, individually or in the aggregate, would have a Material Adverse Effect.

3.14

Compliance with Laws . IndeLiving is conducting its business or affairs in material compliance with applicable law, ordinance, rule, regulation, court or administrative order, decree or process, or any requirement of insurance carriers.  IndeLiving has received any notice of violation or claimed violation of any such law, ordinance, rule, regulation, order, decree, process or requirement.

3.15

No Adverse Changes .  Since the Balance Sheet Date, there has not been (a) any change in the business, prospects, the financial or other condition, or the respective assets or Liabilities of IndeLiving as reflected in the IndeLiving Financial Statements, (b) any loss sustained by IndeLiving, including, but not limited to any loss on account of theft, fire, flood, explosion, accident or other calamity, whether or not insured, which has interfered, or may interfere, with the operation of IndeLiving’s business, or (c) to the knowledge of IndeLiving, any event, condition or state of facts, including, without limitation, the enactment, adoption or promulgation of any law, rule or regulation, the occurrence of which does or would affect the results of operations or the business or financial condition of IndeLiving, in any or all such instances which would have a Material Adverse Effect on IndeLiving.

3.16

Insurance .  IndeLiving maintains insurance against all risks customarily insured against by companies in its industry.  All such policies are in full force and effect, and IndeLiving has not received any notice from any insurance company suspending, revoking, modifying or canceling (or threatening such action) any insurance policy issued to IndeLiving.

3.17

Incorporation or Formation Documents; Minute Books .  The copies of the incorporation or formation documents of IndeLiving, and all amendments to each are true, correct and complete.  The minute book of IndeLiving contain true and complete records of all meetings and consents in lieu of meetings of their Board of Directors (and any committees thereof), or similar governing bodies, since the time of their respective organization.   The stock records of IndeLiving are true, correct and complete.

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3.18

Brokers .  All negotiations relative to this Agreement and the transactions contemplated hereby have been carried without the intervention of any Person in such a manner as to give rise to any valid claim by any Person against IndeLiving for a finder’s fee, brokerage commission or similar payment.

4.

REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS

Each Shareholder severally and not jointly hereby warrants and represents to Grasshopper and IndeLiving, as of the date of this Agreement and with the same force and effect on the Closing Date as if then made, as follows:

4.1

Power and Authority . The execution and delivery of this Agreement and each instrument required hereby to be executed and delivered by each Shareholder prior to or at the Closing, the performance of each Shareholder’s obligations hereunder and thereunder and the consummation by the Shareholder of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of each Shareholder, and no other proceedings on the part of the Shareholder is necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed by each Shareholder, and, assuming this Agreement has been duly executed by IndeLiving and Grasshopper, this Agreement constitutes a valid and binding agreement of each Shareholder, enforceable against each Shareholder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles.

4.2

Ownership of IndeLiving Shares .  The Shareholder is the sole record and beneficial owner of the IndeLiving Shares, all of which IndeLiving Shares are owned free and clear by the Shareholder of all Liens, and have not been sold, pledged, assigned or otherwise transferred except pursuant to this Agreement.   The IndeLiving Shares are held by the Shareholder on an uncertificated basis.  There are no outstanding subscriptions, rights, options, warrants or other agreements obligating the Shareholder to sell or transfer to any third person any of the IndeLiving Shares owned by the Shareholder, or any interest therein.  The Shareholder has full power and authority to exchange, transfer and deliver to Grasshopper the IndeLiving Shares.

No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity, is required by the Shareholder in connection with the execution of this Agreement by the Shareholder or the consummation by him of the transactions contemplated hereby, except for such other consents, approvals, orders, authorizations, registrations, declarations or filings, the failure of which to obtain would not individually or in the aggregate have a Material Adverse Effect.

4.4

Investment Representations .

4.4.1 The Shareholder is acquiring the Grasshopper Shares for his own account with the present intention of holding such securities for purposes of investment, and he has no present intention of distributing such Grasshopper Shares or selling, transferring or otherwise disposing of such Grasshopper Shares in a public distribution, in any of such instances, in violation of the federal securities laws of the United States of America.  

4.4.2 The Shareholder understands that (a) the Grasshopper Shares are “restricted securities,” as defined in Rule 144 under the Securities Act; (b) such Grasshopper Shares have not been registered under the Securities Act, and are being or will be issued in reliance on exemptions for private offerings contained in Section 4(a)(2) of the Securities Act; (c) the Grasshopper Shares may not be distributed, re-offered or resold except through a valid and effective registration statement or pursuant to a valid exemption from the registration requirements under the Securities Act; and (d) until such time as the Grasshopper Shares become eligible for sale by the Shareholder, either pursuant to the registration of such shares under the Securities Act, or pursuant to a valid exemption from such registration, the certificates evidencing the Grasshopper Shares shall contain the following legends:

“The shares of common stock evidenced by this certificate have not been registered under the Securities Act of 1933, as amended (the “Act”). Such shares may not be sold, transferred, pledged, hypothecated or otherwise disposed of unless they have been so registered or the issuer of such shares shall have received an opinion of counsel satisfactory to Grasshopper Staffing, Inc. to the effect that registration thereof for purposes of transfer is not required under the Act or the securities laws of any state.”

4.4.3

The Shareholder is fully aware of the restrictions on sale, transferability and assignment of the Grasshopper Shares, and that he must bear the economic risk of retaining ownership of such securities for an indefinite period of time. The Shareholder is aware that (a) the Grasshopper Shares will not be registered under the Securities Act; and (b) because the issuance of the Grasshopper Shares has not been registered under the Securities Act, an investment in the Grasshopper Shares cannot be readily liquidated if the Shareholder desires to do so, but rather may be required to be held indefinitely.

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4.5

Information on Shareholders .  The Shareholder is an “accredited investor,” as such term is defined in Regulation D promulgated under the Securities Act and is otherwise experienced in investments and business matters, has made investments of a speculative nature and has such knowledge and experience in financial, tax and other business matters as to enable him to evaluate the merits and risks of, and to make an informed investment decision with respect to, this Agreement.  The Shareholder acknowledges that he has had the opportunity to review the Grasshopper Reports.  The Shareholder understands that his acquisition of the Grasshopper Shares is a speculative investment, and each Shareholder represents that he is able to bear the risk of such investment for an indefinite period, and can afford a complete loss thereof.

4.6

Access to Counsel .  The Shareholder acknowledges that, in executing this Agreement, he has had the opportunity to seek the advice of independent legal and/or tax counsel, and has read and understood all of the terms and provisions of this Agreement.

5.

REPRESENTATIONS AND WARRANTIES OF GRASSHOPPER

Grasshopper hereby warrants and represents to IndeLiving and the Shareholders, as of the date of this Agreement and with the same force and effect on the Closing Date as if then made, as follows:

5.1

Power and Authority of Grasshopper . Grasshopper is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada, and has the corporate power and authority to carry on its business as now conducted and to own, lease and operate its properties and assets. Grasshopper Staffing, Inc. (“ Grasshopper Subsidiary ”) is a corporation duly organized, validly existing, and in good standing under the laws of the State of Colorado, and has the corporate power and authority to carry on its business as now conducted and to own, lease and operate its properties and assets. Each of Grasshopper and the Grasshopper Subsidiary is duly qualified or licensed to transact business as a foreign corporation in good standing in the states of the United States and foreign jurisdictions where the character of its assets or the nature or conduct of its business requires it to be so qualified or licensed. Grasshopper has all requisite corporate power and authority to execute and deliver this Agreement and each instrument to be executed and delivered by Grasshopper in connection with the Closing, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and each instrument required hereby to be executed and delivered by Grasshopper prior to or at the Closing, the performance of its obligations hereunder and thereunder and the consummation by Grasshopper of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Grasshopper, and no other corporate proceedings on the part of Grasshopper are necessary to authorize this Agreement or to consummate the transactions contemplated hereby.  This Agreement has been duly and validly executed by Grasshopper, and, assuming this Agreement is duly executed by the Shareholders and IndeLiving, this Agreement constitutes a valid and binding agreement of Grasshopper, enforceable against Grasshopper in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles.

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5.2

Consents and Approvals . The execution and performance of this Agreement do not, and the consummation of the transactions contemplated hereby and compliance with the provisions of this Agreement will not (a) conflict with or violate the Articles of Incorporation or Bylaws of Grasshopper, (b) conflict with or violate any statute, ordinance, rule, regulation, judgment, order, writ, injunction, decree or law applicable to Grasshopper, or by which Grasshopper or its properties or assets may be bound or affected, or (c) result in a violation or breach of or constitute a default (or an event which with or without notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in any loss of any benefit under, any contract, agreement or arrangement to which Grasshopper is a party, or the creation of Liens on any of the property or assets of Grasshopper, other than the outstanding warrants and options previously disclosed in the Grasshopper Reports. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by Grasshopper in connection with the execution of this Agreement by Grasshopper or the consummation by it of the transactions contemplated hereby, except for consents, approvals, orders, authorizations, registrations, declarations or filings, the failure of which to obtain would not individually or in the aggregate have a Material Adverse Effect.

5.3

Litigation; Complaints; Government Inquiries .

5.3.1

Grasshopper is not engaged in any litigation or arbitration proceedings, except as identified in the Grasshopper Reports (as hereinafter defined), and there are no other such proceedings pending or, to the knowledge of Grasshopper, threatened against or by Grasshopper. To the best of Grasshopper's knowledge, there are no matters or circumstances which are likely to give rise to any additional litigation or arbitration proceedings by or against Grasshopper.

5.3.2

Grasshopper is not subject to any investigation, inquiry, unresolved SEC comments or enforcement proceedings or processes by any Governmental Entity, and to the best of Grasshopper's knowledge, there are no matters or circumstances which are likely to give rise to any such investigation, inquiry, proceedings or process.

5.4

Financial Statements . The consolidated balance sheet of Grasshopper at July 31, 2017 and the related consolidated statements of operations, stockholders’ equity and cash flows for the fiscal year then ended, including the notes thereto, as audited by RBSM LLP, certified public accountants and the unaudited consolidated balance sheet of the Grasshopper at October 31, 2017 and the related unaudited consolidated statements of operations, stockholders’ equity and cash flows for the three month period then ended prepared by the Grasshopper’s management (collectively, the “ Grasshopper Financial Statements ”) are contained in the Grasshopper Reports. The Grasshopper Financial Statements included in the Grasshopper Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing.  Such financial statements have been prepared in accordance with GAAP, except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of Grasshopper and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

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5.5

Compliance with Laws . Except as set forth in the Grasshopper Reports, Grasshopper is conducting its business or affairs in material compliance with applicable law, ordinance, rule, regulation, court or administrative order, decree or process, or any requirement of insurance carriers.  Grasshopper has received any notice of violation or claimed violation of any such law, ordinance, rule, regulation, order, decree, process or requirement.

5.6

No Adverse Changes .  Since October 31, 2017, there has not been (a) any change in the business, prospects, the financial or other condition, or the respective assets or Liabilities of Grasshopper as reflected in the Grasshopper Financial Statements, (b) any loss sustained by Grasshopper, including, but not limited to any loss on account of theft, fire, flood, explosion, accident or other calamity, whether or not insured, which has interfered, or may interfere, with the operation of Grasshopper’s business, or (c) to the knowledge of Grasshopper, any event, condition or state of facts, including, without limitation, the enactment, adoption or promulgation of any law, rule or regulation, the occurrence of which does or would affect the results of operations or the business or financial condition of Grasshopper, in any or all such instances which would have a Material Adverse Effect on Grasshopper.

5.7

Exchange Act Reports .  Grasshopper has filed all reports, schedules, forms, statements and other documents required to be filed by it under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “ Grasshopper Reports ”).  As of their respective dates, the Grasshopper Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the Grasshopper Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

5.8

Trading .  The Grasshopper Common Stock is currently quoted on the OTCPink Tier of the OTC Markets and Grasshopper has received no notice that the Grasshopper Common Stock is subject to being discontinued from quotation thereon.

6.

COVENANTS; ADDITIONAL AGREEMENTS

6.1

Affirmative Covenants .  Prior to the Closing Date or the earlier termination of this Agreement, pursuant to Section 8 hereof, unless otherwise specifically provided in this Agreement or consented to in writing by Grasshopper, the Shareholders and IndeLiving, Grasshopper and IndeLiving each shall: (i) operate its business and conduct its affairs only in the usual and ordinary course consistent with past practices, and in such manner as shall be consistent with all representations and warranties of Grasshopper and IndeLiving so that the same remain true and accurate as of the Closing Date; (ii) preserve substantially intact its business organization, maintain its rights and franchises, use its reasonable efforts to retain the services of its officers and key employees and maintain its relationships with its customers and suppliers.

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6.2

Negative Covenants of IndeLiving .  Except as specifically provided in this Agreement or otherwise consented to in writing by Grasshopper (which consent shall not be unreasonably withheld) from the date of this Agreement until the Closing Date, or until the earlier termination of this Agreement, IndeLiving shall not do any of the following:

(a)

(i) increase the compensation payable or to become payable to any director of officer; (ii) grant any severance or termination pay to, or enter into any employment or severance agreement with, any director, officer or employee; or (iii) establish, adopt, enter into, or amend, any Benefit Plan except as may be required by applicable Law except in any case for customary bonus or increases in the ordinary course of business or as required by contract;

(b)

declare, set aside or pay any dividend on, or make any other distribution in respect of, outstanding shares of capital stock;

(c)

(i) redeem, purchase or otherwise acquire any shares of its capital stock or any securities or obligations convertible into or exchangeable for any shares of its capital stock, or any options, warrants or conversion or other rights to acquire any shares of its capital stock or any such securities or obligations; (ii) effect any reorganization or recapitalization; or (iii) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities;

(d)

acquire or agree to acquire, by merging or consolidating with, by purchasing an equity interest in or a portion of the assets of, or in any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets of any other person;

(e)

sell, lease, exchange, mortgage, pledge, transfer or otherwise dispose of, or agree to sell, lease, exchange, mortgage, pledge, transfer or otherwise dispose of, any of its material assets, except for dispositions of assets in the ordinary course of business and consistent with past practice;

(f)

initiate, solicit, encourage (including by way of furnishing information or assistance), or take any other action to facilitate, any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any competing transaction, or enter into discussions or negotiate with any person or entity in furtherance of such inquires or otherwise with respect to a competing transaction, or agree to or endorse any competing transaction, or authorize or permit any of the officers, directors or employees of IndeLiving or any investment banker, financial advisor, attorney, accountant or other representative retained by IndeLiving to take any such action;  

(g)

propose or adopt any amendments to its Articles of Incorporation or Bylaws;

(h)

incur any obligation for borrowed money or purchase money indebtedness, whether or not evidenced by a note, bond, debenture or similar instrument, except in the ordinary course of business consistent with past practice;  

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(i)

(i) change any of its methods of accounting in effect at December 31, 2017 (ii) make or rescind any express or deemed election relating to taxes, or (iii) change any of its methods of reporting income or deductions for federal Income Tax purposes from those employed in the preparation of the federal Income Tax Returns for the taxable year ended December 31, 2017, except, in the case of clause (i) or (ii) as may be required by Law or generally accepted accounting principles; or

(j)

agree in writing or otherwise to do any of the foregoing.

6.3

Access and Information .  Grasshopper and IndeLiving shall:  (i) provide to the Shareholders, each party and its officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives (collectively, the “ Representatives ”) reasonable access at reasonable times upon reasonable prior notice to the officers, employees, agents, properties, offices and other facilities of the other party and to the books and records thereof; (ii) furnish promptly to the other party and their representatives such information concerning the business, properties, contracts, records and personnel of the other party (including, without limitation, financial, operating and other data and information) as may be reasonably requested, from time to time, by such party; each party shall keep such information confidential in accordance with the terms of Section 6.4.

6.4

Confidential Information . In connection with the negotiation of this Agreement and the consummation of the transactions contemplated hereby, each party hereto will have access to data and confidential information relating to the other parties.  Each party hereto shall treat such data and information as confidential, preserve the confidentiality thereof and not duplicate or use such data or information, except in connection with the transactions contemplated hereby, and in the event of the termination of this Agreement for any reason whatsoever, each party hereto shall return to the other all documents, work papers and other material (including all copies thereof) obtained in connection with the transactions contemplated hereby and will use reasonable efforts, including instructing its employees who have had access to such information, to keep confidential and not to use any such data or information ; provided, however , that such obligations shall not apply to any data and information (i) which at the time of disclosure, is available publicly, (ii) which, after disclosure, becomes available publicly through no fault of the receiving party, (iii) which the receiving party knew or to which the receiving party had access prior to disclosure by the disclosing party, (iv) which is required by law, regulation or exchange rule, or in connection with legal process, to be disclosed, (v) which is disclosed by a receiving party to its attorneys or accountants, who shall respect the above restrictions, or (vi) which is obtained in connection with any Tax matters and is disclosed in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

6.5

Additional Covenants of Grasshopper, IndeLiving and the Shareholders .  Until the Closing Date or earlier termination of this Agreement, Grasshopper, IndeLiving and the Shareholders shall not take or agree in writing or otherwise take any action which would make any of the representations or warranties of Grasshopper or IndeLiving or the Shareholders contained in this Agreement untrue or incorrect or prevent Grasshopper or IndeLiving or the Shareholders from performing or causing or cause Grasshopper, IndeLiving and the Shareholders not to perform their covenants hereunder.

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7.

CLOSING CONDITIONS

7.1

Conditions to the Obligations of IndeLiving and the Shareholders to Close . The obligation of IndeLiving and the Shareholders to consummate the transactions contemplated hereby at the Closing is subject to the fulfillment to the satisfaction of IndeLiving and the Shareholders, or the waiver by IndeLiving and the Shareholders, at or prior to the Closing of each of the following conditions:

7.1.1

Each of the representations and warranties of Grasshopper contained in Article 5 shall be true, correct and complete on and as of the Closing Date as though then made;

7.1.2

That the parties shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of the Closing;

7.1.3

No change shall have occurred in the financial, business or trading conditions of Grasshopper from the date hereof up to and including the Closing Date which does or could have a Material Adverse Effect on Grasshopper;

7.1.4

All third party and other consents required for the Exchange shall have been obtained;

7.1.5

No action, suit or proceeding shall have been instituted or, to the knowledge of IndeLiving or the Shareholders, be pending or threatened before any court or other governmental body by any public agency or governmental authority seeking to restrain, enjoin or prohibit the Exchange or to seek damages or other relief in connection therewith against the Shareholders or IndeLiving;

7.1.6

On the Closing Date, Mr. Jeremy Gindro, the sole director of Grasshopper, shall have resigned and immediately prior to such resignation shall have appointed Mr. Scott Boruff (“ Boruff ”) a director of Grasshopper and its Chief Executive Officer and President;

7.1.7

On the Closing Date, Ms. Melanie Osterman, the sole officer of Grasshopper, shall have resigned all offices with Grasshopper, but shall remain as an officer of the Grasshopper Subsidiary;

7.1.8

Grasshopper shall have (a) raised at least $325,000 in proceeds from the sale of its securities, and (b) shall have satisfied all payroll tax obligations due the Internal Revenue Service in full; and

7.1.9

Grasshopper and Boruff shall have entered into the Boruff Employment Agreement.

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7.2

Conditions to Grasshopper's Obligation to Close . The obligation of Grasshopper to consummate the transactions contemplated hereby at the Closing is subject to the fulfillment to the satisfaction of Grasshopper, or the waiver by Grasshopper, at or prior to the Closing, of each of the following conditions:

7.2.1

Each of the representations and warranties of IndeLiving contained in Article 3, and each of the representations and warranties of the Shareholders contained in Article 4 shall be true, correct and complete on and as of the Closing Date as though then made;

7.2.2

That the parties shall have performed or complied with all agreements, terms and conditions required by this Agreement to be performed or complied with by them prior to or at the time of the Closing;

7.2.3

No change shall have occurred in the financial or business conditions of IndeLiving from the date hereof up to and including the Closing Date which does or could have a Material Adverse Effect on IndeLiving;

7.2.4

All third party and other consents required for the Exchange shall have been obtained;

7.2.5

No action, suit or proceeding shall have been instituted or, to the knowledge of IndeLiving or the Shareholders, be pending or threatened before any court or other governmental body by any public agency or governmental authority seeking to restrain, enjoin or prohibit the Exchange or to seek damages or other relief in connection therewith against the Shareholders or IndeLiving;

7.2.6

Grasshopper’s independent registered public accounting firm shall have determined, in its sole discretion, that such audited financial statements of IndeLiving as are deemed necessary to comply with Grasshopper’s disclosure obligations under the rules and regulations of the Commission can be prepared within the scope and timeframe prescribed therein;

7.2.7

The IndeLiving Warrants shall have been exercised and the IndeLiving Series A Shares shall have been cancelled; and

7.2.8

Grasshopper and Boruff shall have entered into the Boruff Employment Agreement.

8.

TERMINATION

8.1

Termination .  This Agreement may be terminated at any time prior to or, at Closing, by:

(a)

The mutual agreement of the parties;

(b)

Any party if:

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(i)

Any provision of this Agreement applicable to a party shall be materially untrue or fail to be accomplished;

(ii)

Any legal proceeding shall have been instituted or shall be imminently threatening to delay, restrain or prevent the consummation of this Agreement; or

(iii)

by March 31, 2018, the Closing conditions are not satisfied.

8.2

Effect of Termination .  In the event of termination of this Agreement pursuant to Section 8.2, this Agreement shall become void, there shall be no liability under this Agreement on the part of Grasshopper, the Shareholders or IndeLiving or any of their respective officers or directors, and all rights and obligations of each party hereto shall cease, other than as specifically set forth to the contrary herein.

to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such provision or any other provisions hereof, unless such a construction would be unreasonable.

10.5

Assignment .  This Agreement may not be transferred, assigned, pledged or hypothecated by any party hereto. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assignees.

10.6

Costs and Expenses .  Each party shall pay its own and its advisers' fees and expenses (including financial and legal advisors) incurred in connection with the negotiation, execution and closing of this Agreement and the transactions contemplated herein.

10.7

Non-Impairment of Rights .  No failure or delay on the part of any party hereto in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty or agreement herein, nor shall any single or partial exercise of any such right preclude other or further exercise thereof or of any other right.

10.8

Counterparts .  This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received a counterpart, or facsimile of a counterpart, of the Agreement signed by the other party or parties hereto. Delivery of an executed copy of this Agreement by facsimile transmission shall have the same effect as delivery of an originally executed copy of this Agreement, whether an originally executed copy shall be delivered subsequent thereto.

10.9

Governing Law .  This Agreement shall be governed and construed under and in accordance with the laws of the State of Nevada.  Each of the parties hereto expressly and irrevocably (1) agree that any legal suit, action or proceeding arising out of or relating to this Agreement will be instituted exclusively in the United States District Court for the Eastern District of Tennessee, (2) waive any objection they may have now or hereafter to the venue of any such suit, action or proceeding, and (3) consent to the in personam jurisdiction of the United States District Court for the Eastern District of Tennessee in any such suit, action or proceeding.  Each of the parties hereto further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the United States District Court for the Eastern District of Tennessee and agree that service of process upon it mailed by certified mail to its address will be deemed in every respect effective service of process upon it, in any such suit, action or proceeding.   THE PARTIES HERETO AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY DOCUMENT OR AGREEMENT CONTEMPLATED HEREBY.  THE PARTY PREVAILING THEREIN SHALL BE ENTITLED TO PAYMENT FROM THE OTHER PARTY HERETO OF ALL OF ITS REASONABLE COUNSEL FEES AND DISBURSEMENTS.

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

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

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

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

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EXHIBIT 10.2

FORM OF 5% CONVERTIBLE PROMISSORY NOTE

THIS NOTE AND THE SECURITIES OBTAINABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ ACT ”), OR THE SECURITIES LAWS OF ANY STATE.  THE SECURITIES MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

5% CONVERTIBLE PROMISSORY NOTE

FOR VALUE RECEIVED , the undersigned, Grasshopper Staffing, Inc., a Nevada corporation (the “ Company ”), hereby unconditionally promises to pay ____________________ (the “ Holder ”), on the Maturity Date (as defined in Section 1 hereof) to the order of the Holder, in lawful money of the United States of America and in immediately available funds, the principal amount of _____________________ ($________) Dollars (the “ Principal Amount ”).  Interest shall accrue the rate of 5% per annum (“ Interest ”) based on a 360 day year, shall compound annually and shall be payable on the Maturity Date (as defined below) or converted pursuant to Section 2 hereof.   

This Note is one of a series of 5% convertible promissory notes of like tenor and ranking made by the Company in favor of certain investors and issued, from time to time (collectively, the “ Notes ”) pursuant to that certain Confidential Term Sheet for Accredited Investors dated March 1, 2018 (the “ Term Sheet ”) and the Subscription Agreements by and between the Company and certain investors (each, a “ Subscription Agreement ”), including the Holder, of even date herewith, including all attachments, schedules and exhibits thereto (collectively, the “ Subscription Documents ”). Capitalized terms used and not otherwise defied herein shall have the meanings set forth in the Subscription Documents.  Each of the Notes shall rank equally without preference or priority of any kind over one another, and all payments on account of Principal Amount and Interest with respect to any of the Notes shall be applied ratably and proportionately on the outstanding Notes on the basis of the Principal Amount of the outstanding indebtedness represented thereby.

1.

Maturity .  Unless otherwise converted into Common Stock, as such term is defined in Section 2 hereof, in accordance with the provisions of said Section 2, this Note shall mature on March 12, 2019 (such date, the “ Maturity Date ”)  On the Maturity Date, unless, and to the extent, not previously converted in accordance with the provisions of Section 2 hereof, any

1

and all outstanding Principal Amount and accrued and unpaid Interest due and owing under the Note shall be immediately paid by the Company.  

2.

Conversion .

(a)

General .  The outstanding Principal Amount and accrued but unpaid Interest due hereunder is convertible at any time prior to the Maturity Date at the option of the Holder into shares of the Company's common stock, par value $0.001 per share (the “ Common Stock ”) at a conversion price of $0.50 per share (the " Conversion Price ").  At any time prior to the Maturity Date that the Company should conclude the sale of equity securities in a private offering (the “ Qualified Private Offering Securities ”) resulting in gross proceeds to the Company of at least One Million dollars ($1,000,000) (a “ Qualified Private Offering ”), concurrent with the first closing of such Qualified Private Offering, the outstanding Principal Amount and all accrued but unpaid Interest due under the Note shall automatically convert into shares of the Company's Common Stock at the Conversion Price.  The Company covenants to cause such securities, when issued pursuant to this Section 2(a), to be fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issuance thereof, other than any taxes, liens or charges not caused by the Company.

(b)

Mechanics of Conversion .  No later than five (5) business days prior to the first closing of the Qualified Private Offering, the Company shall notify Holder of such closing and the conversion terms of this Note. The date of such first closing is herein referred to as the “ Conversion Date .”  No fractions of shares of Common Stock will be issued upon the conversion of this Note.  Any fractional amount will be rounded up to the next whole share.  Subject to Section 2(c) below, on the Conversion Date, the repayment rights and other rights of Holder under this Note shall cease, and the person in whose name the shares of Common Stock shall be issuable upon such conversion shall become the holder of record of such shares.

(c)

Rights as a Stockholder .  Unless and until this Note is converted in accordance with the terms hereof, Holder shall not be entitled to vote or receive distributions or be deemed the holder of Common Stock or any other securities of the Company which may at any time be issuable upon the conversion of this Note for any purpose, nor shall anything contained herein be construed to confer upon Holder, as such, any of the rights of a stockholder of the Company or any right to vote as a stockholder of the Company or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of equity securities of the Company, reclassification of equity securities of the Company, consolidation, merger, transfer of assets or otherwise) or to receive notice of meetings, or to receive distributions or subscription rights or otherwise unless and until this Note is converted in accordance with the terms hereof.

(d)

If the Company at any time subdivides (by any stock split, stock dividend, recapitalization or otherwise) its outstanding shares of Common Stock into a greater number of shares, the Conversion Price pursuant to Section 2 hereof in effect immediately prior to such subdivision will be proportionately reduced. If the Company at any time combines (by combination, reverse stock split or otherwise) its outstanding shares of Common Stock into a smaller number of shares, the Conversion Price pursuant to Section 2 hereof in effect immediately prior to such combination will be proportionately increased.  Whenever the Conversion Price is adjusted as herein provided, the Company shall promptly, but no later than ten (10) days after any request by the Holder, cause a notice setting forth the adjusted Conversion

2

Price, and, if requested, information describing the transactions giving rise to such adjustment(s), to be mailed to the Holder at its last address appearing in the records of the Company.

3.

Events of Default .  The term “ Event of Default ” shall mean any of the events set forth in this Section 3:  

(a)

the Company shall default in the performance of, or violate any material covenants and agreements contained in this Note or the Subscription Agreement, including without limitation, the failure to pay amounts due under this Note on its Maturity Date, or any of the other Notes on their Maturity Date;

(b)

any representation, warranty or certification made by or on behalf of the Company in this Note or the Subscription Agreement shall have been incorrect in any material respect when made;

(c)

there shall be a dissolution, termination of existence, suspension or discontinuance of the Company’s business for a continuous period of twenty (20) days or it ceases to operate as going concern;

(d)

if the Company shall:

(i)

admit in writing its inability to pay its debts generally as they become due;

(ii)

file a petition in bankruptcy or a petition to take advantage of any insolvency act;

(iii)

consent to the appointment of a receiver, trustee, custodian or similar official, for the Company or any material portion of the property or assets of the Company;  

(iv)

on a petition in bankruptcy filed against it, be adjudicated a bankrupt; or

(v)

file a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any State, district or territory thereof;

(e)

if a court of competent jurisdiction shall enter an order, judgment, or decree appointing, without the consent of the Company, a receiver of the whole or any substantial part of the Company’s assets, and such order, judgment or decree shall not be vacated or set aside or stayed within sixty (60) days from the date of entry thereof;

(f)

if, under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the whole or any substantial part of the Company’s assets and such custody or control shall not be terminated or stayed within sixty (60) days from the date of assumption of such custody or control; or

3

(g)

the Company shall default in any of its obligations under any other promissory note, indenture or any mortgage, credit agreement or other facility, indenture agreement, factoring agreement or other instrument under which there may be issued, or by which there may be secured or evidenced any indebtedness for borrowed money or money due under any long term leasing or factoring arrangement of the Company in an amount exceeding $50,000, whether such indebtedness now exists or shall hereafter be created and such default shall result in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable.

If any Event of Default described in clause (d) of Section 3 shall occur, the Principal Amount of this Note, together with all accrued and unpaid Interest shall automatically be and become immediately due and payable, without notice or demand.

If any Event of Default (other than any Event of Default described in clause (d) of Section 3) shall occur for any reason, whether voluntary or involuntary, the Holder may, upon written notice to the Company, declare all or any portion of the outstanding Principal Amount, together with all accrued and unpaid Interest, to be due and payable, whereupon the full unpaid Principal Amount hereof, together with all accrued and unpaid Interest shall be so declared due and payable shall be and become immediately due and payable if default is not cured by the Company within ten (10) business days of receipt of written notice, without further notice, demand, or presentment.

4.

Remedies .  In case any one or more of the Events of Default specified in Section 3 hereof shall have occurred and be continuing, the Holder may proceed to protect and enforce the Holder’s rights either by suit in equity and/or by action at law, whether for the specific performance of any covenant or agreement contained in this Note or in aid of the exercise of any power granted in this Note or may proceed to enforce the payment of all sums due upon this Note or to enforce any other legal or equitable right of the Holder.

5.

Affirmative Covenants .  The Company covenants and agrees that, while any amounts under this Note are outstanding, it shall:

(a)

Do all things necessary to preserve and keep in full force and effect its corporate existence, including, without limitation, all licenses or similar qualifications required by it to engage in its business in all jurisdictions in which it is at the time so engaged; and continue to engage in business of the same general type as conducted as of the date hereof; and continue to conduct its business substantially as now conducted or as otherwise permitted hereunder;

(b)

Pay and discharge promptly when due all taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or in respect of its property before the same shall become delinquent or in default, which, if unpaid, might reasonably be expected to give rise to liens or charges upon such properties or any part thereof, unless, in each case, the validity or amount thereof is being contested in good faith by appropriate proceedings and the Company has maintained adequate reserves with respect thereto in accordance with U.S. generally accepted accounting principles consistently applied (“ GAAP ”);

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(c)

Comply in all material respects with all federal, state and local laws and regulations, orders, judgments, decrees, injunctions, rules, regulations, permits, licenses, authorizations and requirements applicable to it of all governmental bodies, departments, commissions, boards, companies or associations insuring the premises, courts, authorities, officials or officers which are applicable to the Company or any of its properties, except where the failure to so comply would not have a Material Adverse Effect (as defined in this Section 5 ); and

(d)

Keep proper records and books of account with respect to its business activities, in which proper entries, reflecting all of its financial transactions, are made in accordance with GAAP.

For purposes hereof, “ Material Adverse Effect ” shall be an event, matter, condition or circumstance which has or would reasonably be expected to have a material adverse effect on the business, operations, economic performance, assets, financial condition, material agreements or results of operations of the Company and its subsidiaries, taken as a whole.

6.

Negative Covenants .  The Company covenants and agrees that while any amount of this Note is outstanding it will not directly or indirectly:

(a)

Declare or pay, directly and indirectly, any dividends or make any distributions, whether in cash, property, securities or a combination thereof, with respect to (whether by reduction of capital or otherwise) any shares of its capital stock (including without limitation any preferred stock) or directly or indirectly redeem, purchase, retire or otherwise acquire for value any shares of any class of its capital stock or any option, warrant or other right to purchase or acquire any such shares (in each case other than repurchases from terminated employees of the Company) or set aside any amount for any such purpose;  

(b)

Sell, transfer, discount or otherwise dispose of any claim or debt owing to it, including, without limitation, any notes, accounts receivable or other rights to receive payment, except for reasonable consideration and in the ordinary course of business;  

(c)

Incur, guarantee, assume or otherwise become responsible for (directly or indirectly) any indebtedness for borrowed money that is senior to the Notes, without first obtaining the prior written consent of the holders of more than fifty one percent (51%) of the outstanding principal of the Notes (the “ Requisite Consent ”); or   

(d)

Create, incur, assume or permit to exist any lien on any property or assets now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except as otherwise in the ordinary course of business.

7.

Amendments and Waivers .  The terms of this Note may be amended and the observance of any term of this Note may be waived (either generally or in a particular instance and either retroactively or prospectively) with the written consent of the Company and the Requisite Consent, except with respect to the Maturity Date and the Conversion Price, which can only be amended with the Holder’s consent.

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8.

Notices .

(a)

Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Subscription Agreement.

(b)

Any party may give any notice, request, consent or other communication under this Note using any other means (including personal delivery, messenger service, telecopy, first class mail or electronic mail), but no such notice, request, consent or other communication shall be deemed to have been duly given unless and until it is actually received by the party for whom it is intended.  Any party may change the address to which notices, requests, consents or other communications hereunder are to be delivered by giving the other parties notice in the manner set forth in this Section 8 .

9.

Severability .  The unenforceability or invalidity of any provision or provisions of this Note as to any persons or circumstances shall not render that provision or those provisions unenforceable or invalid as to any other provisions or circumstances, and all provisions hereof, in all other respects, shall remain valid and enforceable.

10.

Governing Law .  This Note shall be governed by and construed under the laws of the State of Nevada applicable to agreements made and to be performed entirely within such jurisdiction.  

11.

Waivers .  The non-exercise by either party of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance.

12.

Attorneys’ Fees; Costs .  If any Event of Default occurs, the Company promises to pay all costs of enforcement and collection, including but not limited to, Holder’s attorneys’ fees, whether or not any action or proceeding is brought to enforce the provisions hereof.

13.

Successor and Assigns .  This Note shall be binding upon the Company and its successors and permitted assigns and shall inure to the benefit of the Holder and its successors and assigns.  The Company may not assign or delegate any of its duties or obligations under this Note without the written consent of the Holder.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Company has caused its duly authorized officers to execute this Note as of the date first written above.

COMPANY:  

GRASSHOPPER STAFFING, INC.

By: _______________________________

       Name:  Melanie Osterman

       Title:  President

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Optional Conversion Notice

______________________, the registered holder of this 5% Convertible Promissory Note, issued ________, 2018, hereby gives notice of the conversion of all outstanding principal and accrued interest into Common Stock of Grasshopper Staffing, Inc. at a conversion price equal to $0.50 per share.  

Holder:

______________________________________________   

(Print Name)

__________________________________________________

Signature

Date:  ________________

EXHIBIT 10.3

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this “ Agreement ”) is made as of March 13, 2018 by and between GRASSHOPPER STAFFING, INC., a Nevada corporation (the “ Company ”), and SCOTT M. BORUFF (“ Executive ”).

WHEREAS , the parties hereto wish to enter into an employment agreement to employ Executive upon the terms and conditions herein.

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

1.

Employment Period.  The Company hereby employs Executive, and Executive agrees to serve the Company under the terms of this Agreement, for a term of three (3) years (the “ Initial Term ”). On the three (3) year anniversary of the Commencement Date and each successive one-year anniversary thereafter, the term of this Agreement shall automatically be extended for an additional period of one (1) year; provided , however , that either party hereto may elect not to extend this Agreement by giving written notice to the other party at least sixty (60) days prior to any such anniversary date. The Initial Term and any renewal periods thereafter, until the termination of Executive’s employment hereunder, shall be the “ Employment Period .”

2.

Duties and Status.  The Company hereby engages Executive as Chief Executive Officer of the Company on the terms and conditions set forth in this Agreement. During the Employment Period, Executive shall report directly to the Board of Directors of the Company (the “ Board ”), and exercise such authority, perform such executive duties and functions and discharge such executive responsibilities as are reasonably associated with Executive’s position, consistent with the responsibilities assigned to officers of companies comparable to the Company, commensurate with the authority vested in Executive pursuant to this Agreement and consistent with the Articles of Incorporation and By-laws of the Company. Without limiting the generality of the foregoing, Executive shall undertake his duties in a manner consistent with the best interests of the Company and shall perform his duties to the best of his ability and in a diligent and proper manner. Executive shall perform all duties, services and responsibilities in accordance with the guidelines, policies and procedures established by the Board from time to time. Executive further agrees to devote his time, attention, full skill and best efforts to the interests and business of the Company. Notwithstanding the foregoing, nothing in this Agreement shall restrict the Executive from devoting time to serve on corporate (subject to Board approval), passive personal investments, private business affairs, educational and charitable interests, provided that none of such activities, individually or in the aggregate, interferes with the performance of his duties and responsibilities hereunder or conflicts or competes with the interests of the Company.

3.

Compensation; Benefits and Expenses.

1

(a)

Salary .  The Company shall pay to Executive, as compensation for the performance of his duties and obligations under this Agreement, a base salary at the rate of $300,000 per annum during the Employment Period, payable in arrears in accordance with the normal payroll practices of the Company for its executive officers. Executive’s base salary shall be subject to review each calendar year by the Board in its sole discretion, provided that in no event may the base salary be reduced from the level previously in effect.

(b)

Discretionary Bonus .   The Executive may be awarded a bonus from time to time and in such amounts as may be determined by the Board of Directors of the Company in their sole discretion.

(c)

Equity/Long-Term Incentives . In addition to base salary, annual incentive awards and other compensation provided hereunder, Executive shall be entitled to the following long-term incentive awards:

(i)

Stock Options . The Executive shall be granted by the Company a stock option to purchase 2,500,000 shares of the Company’s common stock at an exercise price equal to $3.00 per share 150% above the closing price of common stock as reported on the OTC Markets on the date immediately preceding the date of this Agreement.  The option shall be a non-qualified option and shall become vested and exercisable in equal annual installments over a period of four (4) years from the grant date, or immediately with respect to all shares underlying the option in the event of a Change in Control (as defined in Section 5(c) hereof).  The stated expiration date of the option shall be the fifth anniversary of the date of grant, subject to earlier termination of the option at the date three (3) years after a termination due to death, Disability, or by the Company not for Cause (as defined below), or at the date six (6) months after any other termination of Executive’s employment;

(ii)

Long-Term Incentives . The Board or Committee may grant to Executive other long-term incentive awards, in the form of equity awards or cash incentives or otherwise, from time to time and in the discretion of the Board or Committee.  

(d)

Vacation and Sick Leave . Executive shall be entitled to vacation time for each calendar year and such paid sick leave as is in accordance with the normal Company policies and practices in effect from time to time for senior executives but in no event less than four (4) weeks’ vacation; provided , however , that unless otherwise approved in writing by the Board, no more than two (2) weeks of such vacation time may be used consecutively, and provided , further , that any accrued but unused vacation time and paid sick leave remaining at the end of each calendar year shall be forfeited unless otherwise agreed to in writing by the Company and Executive.

(e)

Other Benefits . During the Employment Period, Executive shall be entitled to participate in the employee benefit plans, programs and arrangements of the Company in effect during the Employment Period which are generally available to senior executives of the Company (including, without limitation, 401(k) and group medical insurance plans), as well as an automobile allowance of $1,950 per month, subject to and on a basis consistent with the terms, conditions and overall administration of such plans, programs and arrangements.

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(f)

Expenses . In addition to any amounts payable to Executive pursuant to this Section 3, the Company shall reimburse Executive, upon production of accounts and vouchers or other reasonable evidence of payment by Executive, all in accordance with the Company’s regular procedures in effect from time to time, all reasonable and ordinary expenses as shall have been incurred by him in the performance of his duties hereunder or other expenses agreed upon in writing by the Company and Executive.

4.

Termination of Employment.

(a)

Termination for Cause; Termination by the Executive . The Company may terminate Executive’s employment hereunder at any time for Cause. For purposes of this Agreement, “ Cause ” shall mean:

(i)

Executive’s commission of (A) any violation of law, (B) any breach of fiduciary duty or act of negligence or malfeasance, (C) any act of dishonesty, fraud or misrepresentation, or (D) any determination that the Executive is subject to any “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “ Disqualifying Event ”), except for a Disqualifying Event covered by Rule 506(d)(2) or (d)(3);

(ii)

Executive’s commission of any other act of moral turpitude injurious to the Company, which the Board in its sole discretion determines has or may be reasonably expected to have a detrimental impact on the Company’s business or operations or would prevent Executive from effectively performing his duties under this Agreement;

(iii)

a breach by Executive of any obligations or covenants contained in this Agreement as determined by the Board in its sole discretion; and

(iv)

a failure by Executive to discharge his duties, responsibilities and obligations under this Agreement, or a failure to follow the directives of the Board, as determined by the Board in its sole discretion.

(b)

Termination Upon Death or Disability . The Employment Period shall be terminated upon the death or Disability (as defined below) of Executive. " Disability " shall mean that as a result of physical or mental illness, injury, infirmity or other incapacity as determined by a physician selected by the Board, Executive is not able to substantially perform his duties and responsibilities to the Company for a period of one hundred twenty (120) consecutive days or an aggregate period of more than one hundred and eighty (180) days in any 12-month period.

(c)

Termination by the Executive .  The Executive may terminate this Agreement for any reason upon sixty (60) days prior written notice to the Company.

(d)

Termination for Good Reason .  The Executive may terminate this Agreement for Good Reason. The term “Good Reason” shall mean the Company materially breaches this Agreement; a reduction by the Company of the Executive’s Base Salary, the failure of the Company to continue in effect any Executive benefit plan or compensation plan in which the Executive was participating, unless the Executive is permitted to participate in other plans providing substantially comparable benefits,

3

or the taking of any action by the Company which would adversely affect the Executive’s participation in or materially reduce benefits under any such plan ( provided , however , that changes affecting the Base Salary reduction, participation or benefits of all similarly situated employees shall not be treated as Good Reason hereunder); a materially adverse change in the level of the Executive’s employment responsibilities; or a relocation of the Company’s offices such that Executive would be required to relocate his primary residence to provide for a reasonable daily travel distance to such new location. Prior to the Executive terminating his employment with the Company for Good Reason, Executive must provide written notice to the Company that such Good Reason exists and setting forth, in detail, the grounds the Executive believes constitutes Good Reason.  If the Company does not cure the condition(s) constituting Good Reason within thirty (30) days following receipt of such notice, then Executive’s employment shall be deemed terminated for Good Reason.

5.

Consequences of Termination.

(a)

For Cause, Death, Disability or Non-Renewal; By Executive Without Good Reason . In the event of termination of Executive’s employment at any time during the Employment Period (i) by the Company for Cause, (ii) by Executive without Good Reason, (iii) by either party as a result of a non-renewal in accordance with Section 1 hereof, or (iv) as a result of death or Disability, Executive shall be entitled only to receive base salary accrued but not paid through the date of termination and, in the case of termination due to death or Disability, a pro rata payment of the annual incentive earned for the year of termination, as specified in Section 5(e), and the Company shall have no further obligations to Executive.

(b)

Other Termination . In the event of a termination of Executive’s employment for any reason other than as set forth in Sections 5(a) or 5(c) hereof:

(i)

The Company shall provide to Executive base salary accrued but not paid through the date of termination plus, as severance, base salary for one (1) year, payable over time in accordance with the Company’s normal payroll practices, provided that, in the event such termination occurs after the end of the Initial Term, Executive shall be entitled only to receive base salary accrued but not paid through the date of termination; and

(ii)

The Company shall pay to Executive a pro rata payment of the annual incentive earned for the year of termination, as specified in Section 5(e); and

(iii)

The provisions of Section 5(b)(i) notwithstanding, if the aggregate value of those installment payments of severance under Section 5(b)(i) that do not constitute “short-term deferrals” under Treasury Regulation § 1.409A-1(b)(4) exceeds the maximum amount that would be excluded from being a deferral of compensation by operation of the "two-year/two-times" exclusion under Treasury Regulation § 1.409A-1(b)(9)(iii), such excess amount shall be payable in installments during the applicable short-term deferral period following Executive’s termination of employment.

(c)

Change in Control . If at any time during the Employment Period, Executive’s employment with the Company is terminated by the Company not for Cause within two (2) years after the Change in Control (as hereinafter defined) or in the ninety (90) days prior to the Change in Control upon the request of the acquiror, the Company shall pay to Executive

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an amount equal to 2.99 multiplied by Executive’s annualized salary that Executive is then earning, payable in a lump-sum payment at the applicable time specified in Section 5(d) but not earlier than the closing of the Change in Control. For purposes hereof, a “ Change in Control ” means the acquisition by any Person (as defined below) of beneficial ownership of securities of the Company representing greater than 50% of the combined voting power of the Company’s then outstanding voting securities. Person means any individual or entity (or group(s) thereof acting together), which such individual or entity (or group thereof) is not a beneficial owner of any of the Company’s securities as of the date of this Agreement.  In addition, in the case of such a termination the Company shall pay to Executive the annual incentive earned for the year of termination (without pro ration), as specified in Section 5(e).

(d)

Obligation to Execute Release.  The Company’s obligation to make the payments provided for in Section 5(b) or 5(c) (the “ Termination Payments ”) shall be subject to Executive’s execution of a release in favor of the Company, in form and substance acceptable to the Company, which release is not revoked by Executive by the end of any applicable revocation period and is thereafter non-revocable.  The Company will supply to Executive a form of the release (which shall include the Executive’s obligations under Section 7) not later than the date of Employee's termination, which must be returned within the time period required by law and must not be revoked by Employee within the applicable time period (if any) such that the release becomes legally effective.  If no time period for execution or revocation applies under applicable law, the release must be executed and returned to the Company within fifteen (15) days.  If any amount payable during a fixed period following Executive's termination is subject to the requirement or condition that Executive has executed and not revoked such release (including any case in which such fixed period would begin in one year and end in the next), the Company , in determining the time of payment of any such amount, will not be influenced by Executive or the timing of any action of Executive, including Executive's execution of such a release and expiration of any revocation period.  In particular, the Company retains discretion to deposit any payment hereunder in escrow at any time during such fixed period, so that such deposited amount is constructively received and taxable income to Executive upon deposit (it may be constructively received even in the absence of such deposit) but with distribution from such escrow remaining subject to Executive's execution and non-revocation of such release.

(f)

Withholding of Taxes . All payments required to be made by the Company to Executive under this Agreement shall be subject to the withholding of such amounts, if any, relating to tax, excise tax and other payroll deductions as the Company may reasonably determine it should withhold pursuant to any applicable law or regulation.

(g)

No Other Obligations . Except for the obligations of the Company provided by this Agreement, under any employee benefit plan of the Company in which Executive participates and by operation of applicable law, the Company shall have no further obligations to Executive upon his termination of employment.

6.

Indemnity.

The Company shall, during Executive’s employment with the Company and thereafter, indemnify Executive to the fullest extent permitted by law and by its Articles of Incorporation and By-laws and shall assure that Executive is covered by the Company’s D&O insurance policies, if available, and any other insurance policies that protect employees as in effect from time to time. Such insurance policies shall be with providers, and provide for coverage in amounts, customary and reasonable within the industry in which the Company operates.

7.

Restrictive Covenants.

(a)

Proprietary Information .

(i)

Executive agrees that all information and know-how, whether or not in writing, of a private, secret or confidential nature concerning the business or financial affairs of the Company or any Affiliates (as defined in Section 7(f) below) is and shall be the exclusive property of the Company or any Affiliates. Such information and know-how shall include, but not be limited to, inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, clinical data, financial data, personnel data, computer programs, customer and supplier lists, client lists, business plans, operational methods, pricing policies, marketing plans, sales plans, identity of suppliers or vendors, trading positions, sales, profits or other financial or business information, in each case of or relating to the business of the Company or any Affiliates (collectively, “ Proprietary Information ”). Except in connection with, and on a basis consistent with, the performance of his duties hereunder, Executive shall not disclose any Proprietary Information to others outside the Company or any Affiliates or use the same for any unauthorized purposes without written approval by the Board, either during or at any time after the Employment Period.

(ii)

Executive agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, customer lists, customer solicitations or other written, photographic, or other tangible material containing Proprietary Information, whether created by Executive or others, which shall come into his custody or possession, shall be and are the exclusive property of the Company or any Affiliates to be used by Executive only in the performance of his duties for the Company. Executive agrees to deliver to the Company upon the expiration of the Employment Period all such material containing Proprietary Information.

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(iii)

Executive agrees that his obligation not to disclose or use information, know-how and records of the types set forth in paragraphs (i) and (ii) above, also extends to such types of information, know-how, records and tangible property of customers of the Company or any Affiliates or suppliers to the Company or any Affiliates or other third parties who may have disclosed or entrusted the same to the Company or any Affiliates or to Executive in the course of the Company’s business.

(iv)

 Notwithstanding the foregoing, Proprietary Information shall not include information which (A) is or becomes generally available or known to the public, other than as a result of any disclosure by Executive in violation hereof; or (B) is or becomes available to Executive on a non-confidential basis from any source other than the Company, other than any such source that is prohibited by a legal, contractual, or fiduciary obligation to the Company from disclosing such information.

(v)

In the event that Executive is requested pursuant to, or becomes compelled by, any applicable law, regulation, or legal process to disclose any Proprietary Information, Executive shall provide the Company with prompt written notice thereof so that the Company may seek a protective order or other appropriate remedy or, in the Company’s sole and absolute discretion, waive compliance with the terms hereof. In the event that no such protective order or other remedy is obtained, or the Company waives compliance with the terms hereof, Executive shall furnish only that portion of such Proprietary Information which Executive is advised by counsel in writing is legally required. Executive will cooperate with the Company, at the Company’s sole cost and expense, in its efforts to obtain reliable assurance that confidential treatment will be accorded such Proprietary Information.

(b)

Developments .

(i)

Executive shall make full and prompt disclosure to the Company of all inventions, improvements, discoveries, methods, developments, software, and works of authorship, whether patentable or not, which are created, made, conceived or reduced to practice by Executive or under his direction or jointly with others during the Employment Period, whether or not during normal working hours or on the premises of the Company or any Affiliates (collectively, “ Developments ”).

(ii)

Executive agrees to assign and does hereby assign to the Company (or any entity designated by the Company) all of his right, title and interest in and to all Developments and all related patents, patent applications, copyrights, copyright applications, trademark and trademark applications and other intellectual property of any kind or nature. Executive also hereby waives all claims to moral rights in any Developments.

(iii)

Executive agrees to cooperate fully with the Company or any Affiliates, both during and after the Employment Period, with respect to the procurement, maintenance and enforcement of copyrights and patents (both in the United States and foreign countries) relating to Developments. Executive shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignment of priority rights, and powers of attorney, which the Company or any Affiliates may deem necessary or desirable in order to protect their rights and interests in any Development.

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(c)

Other Agreements . Executive represents that his performance of all the terms of this Agreement and as an employee of the Company does not and will not breach any agreement (i) to keep in confidence proprietary information, knowledge or data acquired by him in confidence or in trust prior to his employment with the Company, (ii) to refrain from competing, directly or indirectly, with the business of his previous employer or any other party, and (iii) to refrain from soliciting the employment of any employees of any previous employer or any other party.

(d)

Non-Competition and Non-Solicitation . During any period of Executive’s employment hereunder and for a period of two (2) years thereafter, Executive shall not engage (whether as an employee, consultant, director, agent or independent contractor) in any Business Activities on behalf of himself or any person, firm or entity, and Executive shall not acquire any financial interest (except for equity interests in publicly-held companies that will not be significant and that, in any event, will not exceed one percent (1%) of the outstanding equity of such company) in any entity which engages in Business Activities in the geographic area of the United States. During the period that the above noncompetition restriction applies, Executive shall not, without the written consent of the Company: (i) solicit any employee of the Company or any Affiliates to terminate his employment, or (ii) solicit any customers, partners, resellers, vendors or suppliers of the Company on behalf of any individual or entity other than the Company or its Affiliates. As used herein, the term “ Business Activities ” shall mean any and all business activities of the Company and any Affiliates as presently conducted and/or conducted for the past two (2) years.

(e)

Enforcement . The Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of this Section 7.

(f)

Affiliates . For purposes of this Agreement, Affiliates shall mean any individuals or entities that directly or indirectly, through one or more intermediaries, controls, are controlled by or are under common control with the Company. For purposes of this definition, “control” means the power to direct the management and policies of another, whether through the ownership of voting securities, by contract or otherwise.

8.

Provisions Relating to Possible Excise Tax .

(a)

Cut-Back to Maximize Retained After-Tax Amounts .  The Company will reduce any payment relating to a Change in Control (with a " payment " including, without limitation, the vesting of an option or other non-cash benefit or property) pursuant to any plan, agreement or arrangement of the Company (together, " Severance Payments ") to the Reduced Amount (as defined below) if but only if reducing the Severance Payment would provide to Executive a greater net after-tax amount of Severance Payments than would be the case if no such reduction took place.  The “ Reduced Amount ” shall be an amount expressed in present value which maximizes the aggregate present value of the Severance Payments without causing any Severance Payment to be subject to the excise tax under Section 4999 (and related Section 280G) of the Code, determined in accordance with Section 280G(d)(4) of the Code.  Any reduction in Severance Payments shall be implemented in accordance with Section 8(b).

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(b)

Implementation Rules .  Any reduction in payments under Section 8(a) shall apply to cash payments and/or vesting of equity awards so as to minimize the amount of compensation that is reduced (i.e., it applies to payments or vesting that to the greatest extent represent parachute payments), with the amount of compensation based on vesting to be measured (to be minimally reduced, for purposes of this provision) by the intrinsic value of the equity award at the date of such vesting.  Executive will be advised of the determination as to which compensation will be reduced and the reasons therefor, and Executive and his advisors will be entitled to present information that may be relevant to this determination.  No reduction shall be applied to an amount that constitutes a deferral of compensation under Code Section 409A except for amounts that have become payable at the time of the reduction and as to which the reduction will not result in a non-reduction in a corresponding amount that is a deferral of compensation under Code Section 409A that is not currently payable. For purposes of determining whether any of the Severance Payments will be subject to the Excise Tax and the amount of such Excise Tax:

(i)

The Severance Payments shall be treated as "parachute payments" within the meaning of Section 280G(b)(2) of the Code, and all "excess parachute payments" within the meaning of Section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax, unless, and except to the extent that, in the written opinion of independent compensation consultants, counsel or auditors of nationally recognized standing (" Independent Advisors ") selected by the Company and reasonably acceptable to a majority of the employees who have Change in Control Agreements, the Severance Payments (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code or are otherwise not subject to the Excise Tax.

(ii)

The value of any non-cash benefits or any deferred payment or benefit shall be determined by the Independent Advisors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.

For purposes of determining reductions in compensation under Section 8(b), if any, Executive will be deemed (A) to pay federal income taxes at the applicable rates of federal income taxation for the calendar year in which the compensation would be payable; and (B) to pay any applicable state and local income taxes at the applicable rates of taxation for the calendar year in which the compensation would be payable, taking into account any effect on federal income taxes from payment of state and local income taxes.  Compensation will be adjusted not later than the applicable deadline under Code Section 409A to provide for accurate payments under the cut-back provision of Section 8(b), but after any such deadline no further adjustment will be made if it would result in a tax penalty under Section 409A.

(c)

Internal Revenue Service Proceedings .  The Company shall have the right to control all proceedings with the Internal Revenue Service (or relating thereto) that may arise in connection with the determination and assessment of any Excise Tax and, at its sole option, the Company may pursue or forego any and all administrative appeals, proceedings, hearings, and conferences with any taxing authority in respect of such Excise Tax (including any interest

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or penalties thereon); provided , however , that the Company's control over any such proceedings shall be limited to issues with respect to which compensation may be reduced hereunder, and Executive will be entitled to settle or contest any other issue raised by the Internal Revenue Service or any other taxing authority.  Executive agrees to cooperate with the Company in any proceedings relating to the determination and assessment of any Excise Tax.

9.

Section 409A Compliance Rules.

(a)

In General . This Section 9 serves to ensure compliance with applicable requirements of Section 409A. Certain provisions of this Section 9 modify other provisions of this Agreement.  If the terms of this Section 9 conflict with other terms of the Agreement, the terms of this Section 9 shall control.

(b)

Timing of Certain Payments .  Unless an amount is payable under a plan, program or arrangement on explicit terms providing for a delay in payment after Termination, which terms comply with Section 409A, amounts earned or accrued as of the Date of Termination shall be payable at the date the amounts otherwise would have been payable under the respective plans, programs and arrangements but in no event more than sixty (60) days after Executive’s Termination. Any payment or benefit required under this Agreement to be paid in a lump sum or otherwise to be paid promptly at or following a date or event shall be paid no later than fifteen (15) days after the due date, subject to Section 9(d) below.  In the case of any payment under the Agreement payable during a specified period of time following a Termination or other event, if such permitted payment period begins in one calendar year and ends in a subsequent calendar year, Executive shall have no right to elect in which year the payment will be made, and the Company’s determination of when to make the payment shall not be influenced in any way by Executive.

(c)

Separate Payments.   Each installment payment payable under Section 5(b)(i), and each portion of an installment payment that would be payable under Section 5(b)(iii) (together, the “ Separate 5(b) Payments ”), and the payment payable under Section 5(c) in excess of the payments under Section 5(b) (the “ Separate 5(c) Payment ”) (or in each the present value thereof, if such present valuing is required to comply with Section 409A) shall be deemed a separate payment for all purposes, including for purposes of Section 409A.  Each other amount payable under this Agreement shall be deemed a separate payment for all purposes, including for purposes of Section 409A.

(d)

Special Rules for Severance Payments .  In the case of severance payments payable under Section 5(b)(i) and 5(c) (the “ Severance Payments ”):

(i)

In the case of Separate 5(b) Payments, those payments that do not qualify as short term deferrals under Treasury Regulation § 1.409A-1(b)(4) shall be exempted, to the maximum extent of the “two-year/two-times” exclusion under Treasury Regulation § 1.409A-1(b)(9)(iii), first as to those such Separate 5(b) Payments payable within six (6) months of Termination and then as to the latest of those such Separate 5(b) Payments payable in reverse order of payment.

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(ii)

If either (A) the Change in Control does not involve a transaction that constitutes a change in the ownership of the Company, a change in effective control of the Company, or a change in the ownership of a substantial portion of the assets of the Company as defined in Treasury Regulation § 1.409A-3(i)(5) (a “ 409A Change in Control ”), or (B) Executive’s Termination triggering payments hereunder did not occur within the two-year period following a 409A Change in Control, any portion of the Severance Payments that constitute a deferral of compensation under Code Section 409A and which correspond to the Separate 5(b) Payments shall be payable at the time specified for such payments under Section 5(b) rather than under Section 5(c), subject to subsection (iii) below.  

(iii)

As to any payment under this Agreement (including any portion of the Severance Payments) that constitutes a deferral of compensation under Code Section 409A, the term Termination shall mean a “separation from service” as defined in Treasury Regulation § 1.409A-1(h).  If any of such payments is payable within six (6) months after Executive’s Termination and, at the time of Termination, Executive was a “specified employee” as defined in Treasury Regulation § 1.409A-1(i), such payment shall instead be paid at the date that is six (6) months after Executive’s Termination (or earlier at the date fifteen (15) days after the death of Executive).  

(e)

Other Provisions .  

(i)

Non-transferability .  No right to any payment or benefit under this Agreement shall be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by Executive’s creditors or of any of Executive’s beneficiaries.

(ii)

No Acceleration .  The timing of payments and benefits under the Agreement may not be accelerated to occur before the time specified for payment hereunder, except to the extent permitted under Treasury Regulation § 1.409A-3(j)(4) or as otherwise permitted under Section 409A without Executive incurring a tax penalty.

(iii)

Intention to Comply with Code Section 409A; Modifications .  To the fullest extent possible, payments and benefits provided under this Agreement are intended to be exempt or excluded from the definition of “deferred compensation” under Section 409A in accordance with one or more exemptions or exclusions available under Section 409A.  If and to the extent that any such payment or benefit is, or becomes subject to, Section 409A due to a failure to qualify for such an exemption or exclusion, this Agreement is intended to comply with the applicable requirements of Section 409A with respect to such payment or benefit so as to avoid the imposition of any taxes and/or penalties due to a violation of Section 409A.  To the extent possible, this Agreement shall be interpreted and administered in a manner consistent with the foregoing statement of intent.  This Agreement may be modified in order to comply with Section 409A or exemptions or exclusions under Section 409A; any such modification shall be made in good faith and to the extent reasonably practical shall maintain the economic and other benefits provided to Executive and the Company under this Agreement without failing to comply with Section 409A.

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(iv)

Company Not Liable for Non-Compliance with Section 409A .  In no event whatsoever (including without limitation as a result of this Section 9) shall the Company be liable for any taxes, penalties or interest that may be imposed on Executive pursuant to Code Section 409A or under any similar provision of state tax law, including by not limited to damages for failing to comply with Section 409A and/or any similar provision of state tax law.

10.

Notices.

Any notice or other communication required or permitted to be given to any party hereunder shall be in writing and shall be given to such party at such party’s address set forth below or such other address as such party may hereafter specify by notice in writing to the other party. Any such notice or other communication shall be addressed as aforesaid and given by (a) certified mail, return receipt requested, with first class postage prepaid, (b) hand delivery, or (c) reputable overnight courier. Any notice or other communication will be deemed to have been duly given (i) on the fifth day after mailing, provided receipt of delivery is confirmed, if mailed by certified mail, return receipt requested, with first class postage prepaid, (ii) on the date of service if served personally or (iii) on the business day after delivery to an overnight courier service, provided receipt of delivery has been confirmed:

11.

Non-Assignment; Successors.

  Neither party hereto may assign his or its rights or delegate his or its duties under this Agreement without the prior written consent of the other party, provided that, the Company may assign its rights hereunder to any affiliate or successor entity. This Agreement shall inure to the benefit of and be binding upon the heirs, assigns or designees of the parties hereto.  The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “ Company ” shall mean the Company as hereinbefore defined and any such successor to its business and/or assets which assumes and agrees to perform this Agreement by operation of law, or otherwise.

12.

Entire Agreement.  This Agreement constitutes the entire agreement by the Company and Executive with respect to the subject matter hereof and supersedes any and all prior agreements or understandings between Executive and the Company with respect to the subject matter hereof, whether written or oral.

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13.

Amendment and Waiver.  Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance, either retroactively or prospectively, and either for a specified period of time or indefinitely), only by the written consent of all parties hereto. Any agreement on the part of a party to any extension or waiver shall only be valid if set forth in an instrument in writing signed on behalf of such party. Any such waiver or extension shall not operate as waiver or extension of any other subsequent condition or obligation.

14.

Unenforceability, Severability.  If any provision of this Agreement is found to be void or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall nevertheless be binding upon the parties with the same force and effect as though the unenforceable part had been severed and deleted.

15.

Specific Performance.  The parties hereto agree that irreparable damage would occur if any of the provisions of this Agreement were not performed in accordance with their specific terms or otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity.

16.

Mitigation.  Executive will not be required to mitigate the amount of payments provided for under this Agreement by seeking other employment or otherwise, nor shall the amount of payments provided for under this Agreement be reduced by any compensation earned by Executive as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by Executive to the Company, or otherwise.

17.

Governing Law.  This Agreement shall be construed, interpreted and enforced in accordance with, and shall be governed by, the laws of the State of Tennessee applicable to contracts made and to be performed wholly therein without giving effect to principles of conflicts or choice of laws thereof.

18.

Jurisdiction.  Each of the parties hereto hereby irrevocably consents and submits to the exclusive jurisdiction of the state and federal courts located in Knox County, Tennessee in connection with any proceeding arising out of or relating to this Agreement or the transactions contemplated hereby and waives any objection to venue in Knox County, Tennessee. In addition, each of the parties hereto hereby waives trial by jury in connection with any claim or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

19.

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

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IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the Amendment Date.

EXHIBIT 10.4

STOCK OPTION GRANT

This STOCK OPTION GRANT , dated as of March 13, 2018 is delivered by Grasshopper Staffing, Inc. , a Nevada corporation (the “Company”) to Scott M. Boruff , an individual resident of the State of Tennessee (the “Employee”).

RECITALS

A.

The Board of Directors of the Company has decided to make a stock option grant to Employee as part of the consideration payable to Employee pursuant to an Employee Agreement between the Company and Employee dated even herewith (the “Agreement”).

B.

The Board of the Company has approved the Agreement and the grant of the options included in the Agreement.

NOW, THEREFORE , the parties to this Agreement, intending to be legally bound hereby, agree as follows:

1.

Grant of Option .  Subject to the terms and conditions set forth in this Agreement, the Company hereby grants to the Employee an option (“Option”) to purchase 2,500,000 shares of common stock of the Company (“Option Shares”) at an exercise price of $3.00 per Share (the “Option Price”). The Option shall become exercisable according to Paragraph 2 below.

2.

Exercisability of Option .   The option shall be a non-qualified option and shall become vested and exercisable in equal annual installments over a period of four (4) years from the date hereof, or immediately with respect to all Option Shares underlying the Option in the event of a Change in Control (as defined in Section 5(c) of the Agreement).  

3.

Term of Option .  The stated expiration date of the option shall be the fifth (5 ^th ) anniversary of the date hereof, subject to earlier termination as provided under the Agreement.

4.

Exercise Procedures.

(a)

Subject to the provisions of Paragraphs 2 and 3 above, the Employee may exercise part or all of the exercisable Option by giving the Board written notice of intent to exercise in the manner provided in this Agreement, specifying the number of Option Shares as to which the Option is to be exercised. On the delivery date, the Employee shall pay the exercise price (i) in cash, or (ii) in the event the Company’s Common Stock is publicly traded, with the approval of the Board, by delivering Option Shares of the Company which shall be valued at their Fair Market Value (as defined below) on the date of delivery, or (iii) with the approval of the Board, by a combination of (i) and (ii). “Fair Market Value” of a share of Common Stock as of a particular date (the “Determination Date”) shall mean: (i) If the Company's Common Stock is traded on an exchange or is quoted on the NASDAQ Global Market, NASDAQ Global Select Market, the NASDAQ Capital Market, the New York Stock Exchange or the NYSE American, then the average of the closing sale prices of the Common Stock for the five (5) trading days immediately prior to (but not including) the Determination Date; or (ii) If the Company's Common Stock is not traded on an exchange or on the NASDAQ Global Market, NASDAQ Global Select Market, the NASDAQ Capital Market, the New York Stock Exchange or NYSE American, but is quoted on the OTC Markets or in the over-the-counter market, then the average of the closing bid and ask prices reported for the five (5) trading days immediately prior to (but not including) the Determination Date.

(b)

The obligation of the Company to deliver Option Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the Board, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Employee represent that the Employee is purchasing Option Shares for the Employee’s own account and not with a view to or for sale in connection with any distribution of the Option Shares, or such other representation as the Board deems appropriate. The Company shall withhold amounts required to be withheld for any taxes, if applicable. Subject to Board approval, the Employee may elect to satisfy any income tax withholding obligation of the Company with respect to the Option by having Option Shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities.

5.

Reservation of Common Stock . The Company hereby represents and warrants that there have been reserved, and the Company shall at all applicable times keep reserved until issued (if necessary) as contemplated by this Section 5, out of the authorized and unissued shares of Common Stock, sufficient shares to provide for the exercise of the rights of purchase represented by this Option. The Company agrees that all Option Shares issued upon due exercise of the Option shall be, at the time of delivery of the certificates for such Option Shares, duly authorized, validly issued, fully paid and non-assessable shares of Common Stock of the Company.

6.

Adjustments . Subject and pursuant to the provisions of this Section 6, the Option Price and number of Option Shares subject to this Option shall be subject to adjustment from time to time as set forth hereinafter.

(a)

If the Company shall, at any time or from time to time while this Option is outstanding, pay a dividend or make a distribution on its Common Stock in shares of Common Stock, subdivide its outstanding shares of Common Stock into a greater number of shares or combine its outstanding shares of Common Stock into a smaller number of shares or issue by reclassification of its outstanding shares of Common Stock any shares of its capital stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), then (i) the Option Price in effect immediately prior to the date on which such change shall become effective shall be adjusted by multiplying such Option Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such change and the denominator of which shall be the number of shares of Common Stock outstanding immediately after giving effect to such change and (ii) the number of Option Shares purchasable upon exercise of this Option shall be adjusted by multiplying the number of Option Shares purchasable upon exercise of this Option immediately prior to the date on which such change shall become effective by a fraction, the numerator of which is shall be the Option Price in effect immediately prior to the date on which such change shall become effective and the denominator of which shall be the Option Price in effect immediately after giving effect to such change, calculated in accordance with clause (i) above. Such adjustments shall be made successively whenever any event listed above shall occur.

(b)

In case the Company shall do any of the following (each, a “Triggering Event”): (i) consolidate or merge with or into any other Person (as defined below) and the Company shall not be the continuing or surviving corporation of such consolidation or merger, or (ii) permit any other Person to consolidate with or merge into the Company and the Company shall be the continuing or surviving Person but, in connection with such consolidation or merger, any capital stock of the Company shall be changed into or exchanged for securities of any other Person or cash or any other property, or (iii) transfer all or substantially all of its properties or assets to any other Person, or (iv) effect a capital reorganization or reclassification of its capital stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Option Price and the number of Option Shares that may be purchased upon exercise of this Option so that, upon the basis and the terms and in the manner provided in this Option,

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the Optionholder of this Option shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option is not exercised prior to such Triggering Event, to receive at the Option Price as adjusted to take into account the consummation of such Triggering Event, in lieu of the Common Stock issuable upon such exercise of this Option prior to such Triggering Event, the securities, cash and property to which the Employee would have been entitled upon the consummation of such Triggering Event if the Employee had exercised the rights represented by this Option immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 6, and the Option Price shall be adjusted to equal the product of (A) the closing price of the common stock of the continuing or surviving corporation as a result of such Triggering Event as of the date immediately preceding the date of the consummation of such Triggering Event multiplied by (B) the quotient of (i) the Option Price divided by (ii) the Fair Market Value per share of Common Stock as of the date immediately preceding the issuance date of this Option. Immediately upon the occurrence of a Triggering Event, the Company shall notify the Employee in writing of such Triggering Event and provide the calculations in determining the number of Option Shares issuable upon exercise of the new Option and the adjusted Option Price. Upon the Employee’s request, the continuing or surviving corporation as a result of such Triggering Event shall issue to the Employee a new Option of like tenor evidencing the right to purchase the adjusted number of Option Shares and the adjusted Option Price pursuant to the terms and provisions of this Section 6(b).  For purposes of this Section 6(b), “Person” means any individual, corporation, partnership, joint venture, limited liability company, association or any other entity.

7.

Piggy Back Registration Rights .   Whenever the Company proposes to register any of its equity securities under the Securities Act of 1933, as amended, whether for its own account or for the account of one or more stockholders of the Company, and the registration form to be used may be used for the registration of the Option Shares, the Company shall give the Employee prompt written notice of its intention to effect such a registration and, at the Employee’s one time option, shall include in such registration all Option Shares with respect to which the Employee has given a written request to the Company for inclusion therein within 15 days after the receipt of the Company's notice; provided, however , that if, in the opinion of the Company or its managing underwriter, if any, for such offering, the inclusion of a specific percentage (up to 100%) of the Option Shares requested to be registered, when added to the securities being registered by the Company or the selling shareholder(s), including the Employee, will exceed the maximum amount of the Company's securities which can be marketed (i) at a price reasonably related to their then current market value, or (ii) without otherwise materially adversely affecting the entire offering, then the Company may exclude from such offering the percentage of the Option Shares which it has been requested to register.

8.

No Employment or Other Rights .   The grant of the Option shall not confer upon the Employee any right to be retained by or in the employ or service of the Company and shall not interfere in any way with the right of the Company to terminate the Agreement. The right of the Company to terminate the Agreement at any time for any reason is specifically reserved, as provided in the Agreement.

9.

No Shareholder Rights .   Neither the Employee, nor any person entitled to exercise the Employee’s rights in the event of Employee’s death, shall have any of the rights and privileges of a shareholder with respect to the Option Shares subject to the Option, until certificates for Option Shares have been issued upon the exercise of the Option.

10.

Assignment and Transfers .   The rights and interests of the Employee under this Agreement may not be sold, assigned, encumbered or otherwise transferred except, in the event of the death of the Employee, by will or by the laws of descent and distribution. In the event of any attempt by the Employee to alienate, assign, pledge, hypothecate, or otherwise dispose of the Option or any right hereunder,

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except as provided for in this Agreement, or in the event of the levy or any attachment, execution or similar process upon the rights or interests hereby conferred, the Company may terminate the Option by notice to the Employee, and the Option and all rights hereunder shall thereupon become null and void.

11.

Applicable Law .   The validity, construction, interpretation and effect of this instrument shall be governed by and construed in accordance with the laws of the State of Tennessee, without giving effect to the conflicts of laws provisions thereof.

12.

Notice .   Any notice to the Company provided for in this instrument shall be addressed to the Company in care of the Chief Financial Officer at the Company’s principal executive offices at 3847 River Vista Way, Louisville, TN  37777, and any notice to the Employee shall be addressed to Employee at 3847 River Vista Way, Louisville, TN  37777, or to such other address as the Employee may designate to the Company in writing. Any notice shall be delivered by hand, sent by telecopy or enclosed in a properly sealed envelope addressed as stated above, registered and deposited, postage prepaid, in a post office regularly maintained by the United States Postal Service.

IN WITNESS WHEREOF , the Company has caused its duly authorized officers to execute and attest this Agreement, and the Employee has executed this Agreement, effective as of the Date of Grant.

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