Exhibit 10.1

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 1, 2022 (the “Execution Date”), is entered into by and between Cryptyde, Inc., a Delaware corporation (the “Company”), the undersigned sellers (the “Sellers”) identified on the signature pages to that certain Membership Interest Purchase Agreement, by and between the parties hereto, dated as September 14, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”), and Paul Vassilakos, in his capacity as representative of the Sellers (the “Sellers’ Representative”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement.

RECITALS

WHEREAS, the Company has agreed, upon the terms and subject to the conditions of the Purchase Agreement, among other things, to provide certain certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the “Securities Act”), and applicable state laws, relating to the Purchaser Common Stock that may be issued to the Sellers upon exchange of the Preferred Units issued and issuable to them under the Purchase Agreement and conversion of the Seller Notes issued pursuant to the Purchase Agreement.

NOW, THEREFORE, in consideration of the promises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Sellers hereby agree as follows:

AGREEMENT

1. DEFINITIONS.

As used in this Agreement, the following terms shall have the following meanings:

a. “Adverse Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the chief executive officer or the chief financial officer of the Company, after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement or prospectus in order for the applicable Registration Statement or prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein in the light of the circumstances under which they were made not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed and (iii) either (A) could reasonably be expected to have a material adverse effect on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction or (B) relates to information the accuracy of which has yet to be determined by the Company or which is the subject of an ongoing investigation or inquiry; provided that the Company takes all action as necessary to as expeditiously as possible make such determination and conclude such investigation or inquiry.

b. “Effectiveness Deadline” means (i) in the event the Registration Statement is not being reviewed by the Commission, the earlier of (a) forty (40) days after the filing of the Registration Statement or (b) five (5) Trading Days following the date on which the Commission notifies the Company that the Registration Statement is not subject to review, and (ii) in the event the Registration Statement is being reviewed by the Commission, the earlier of (x) one ninety (90) days after the filing of the Registration Statement or (y) five (5) Trading Days following the date on which the Commission notifies the Company that the Commission has no further comments on the Registration Statement.

c. “Holder” means a Seller, any transferee or assignee thereof to whom such Seller assigns its rights under this Agreement in accordance with Section 9 and who agrees to become bound by the provisions of this Agreement, and any transferee or assignee thereof to whom a transferee or assignee assigns its rights under this Agreement in accordance with Section 9 and who agrees to become bound by the provisions of this Agreement.

d. “Operating Agreement” means the Second Amended and Restated Operating Agreement of Forever 8 Fund, LLC.

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

f. “Register,” “registered,” and “registration” refer to a registration effected by preparing and filing one or more registration statements of the Company in compliance with the Securities Act and pursuant to Rule 415 or staff policy under the Securities Act or any successor rule providing for offering securities on a continuous basis (“Rule 415”), and the declaration or ordering of effectiveness of such registration statement(s) by the United States Securities and Exchange Commission (the “Commission”).

g. “Registrable Securities” means all Purchaser Common Stock that may be issued to the Sellers upon exchange of the Preferred Units or conversion of the Seller Notes issued and issuable to them under the Purchase Agreement and any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing.

h. “Registration Statement” means one or more registration statements under the Securities Act of the Company covering the resale of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify, in respect of which the Company may use a Form S-3 registration statement (or any successor registration statement available for such resale that permits incorporation by reference at least to the same extent as such form) (“Form S-3”) or, if Form S-3 is not then available to the Company, on such form of registration statement as is then available to effect a registration for resale of the Registrable Securities.

i. “Trading Days” means any days during the course of which the principal securities exchange on which the Purchase Common Stock is listed or admitted to trading is open for the exchange of securities.

2. REGISTRATION.

a. Mandatory Registration. The Company shall (i) by the six (6) month anniversary of the closing of the Purchase Agreement, with respect to the Purchaser Common Stuck issuable upon the put right on 6,281,949 Initial Base Preferred Units (as defined in the Operating Agreement) and (ii) by the thirtieth (30^th) calendar day following the Purchaser Stockholder Approval, all shares of Purchaser Common Stuck issuable upon the put right of all other Preferred Units issuable under the Purchase Agreement, including the Additional Preferred Units, and all shares of Purchaser Common Stock issuable upon conversion of the Sellers’ Notes (each such date, the “Filing Date” with respect to the subject Purchaser Common Stock) file with the Commission a Registration Statement covering the resale of all of the subject Registrable Securities. The Sellers’ Representative and his counsel shall have a reasonable opportunity to review and comment upon each such Registration Statement and any amendment or supplement thereto and any related prospectus prior to its filing with the Commission, and the Company shall give due consideration to all reasonable comments of the Sellers’ Representative. The Sellers’ Representative shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its reasonable best efforts to cause each such Registration Statement and any amendments thereto to be declared effective by the Commission as soon as reasonably practicable after its filing, but in any case no later than the Effectiveness Deadline for such Registration Statement. The Company shall request effectiveness of a Registration Statement as of no later than 5:00 p.m. (New York City time) on a Trading Day. The Company shall promptly notify the Sellers’ Representative by e-mail of the effectiveness of a Registration Statement that the Company confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall use reasonable best efforts to keep each Registration Statement continuously effective pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Holders of all of the Registrable Securities covered thereby until the date on which the Holders shall have sold all the Registrable Securities covered thereby (the “Registration Period”).

b. Rule 424 Prospectus. The Company shall, as required by applicable securities regulations, from time to time file with the Commission, pursuant to Rule 424 promulgated under the Securities Act, the prospectus and prospectus supplements, if any, to be used in connection with sales of the Registrable Securities under the Registration Statement. The Sellers’ Representative and his counsel shall have a reasonable opportunity to review and comment upon such prospectus prior to its filing with the Commission, and the Company shall give due consideration to all such comments. Sellers’ Representative shall use his reasonable best efforts to comment upon such prospectus within one (1) Trading Day from the date he receives the final pre-filing version of such prospectus.

c. Sufficient Number of Shares Registered. In the event the number of shares available under a Registration Statement is insufficient to cover all of the Registrable Securities, the Company shall use its reasonable best efforts to amend such Registration Statement or file a new Registration Statement, so as to cover all Registrable Securities not later than thirty (30) Trading Days after the necessity therefor arises. The Company shall use its reasonable best efforts to cause such amendment and/or new Registration Statement to become effective as soon as practicable following the filing thereof.

d. Deferral and Suspension. At any time after being obligated to file a Registration Statement, or after any Registration Statement has become effective or a prospectus or prospectus supplement filed with the Commission, the Company may defer the filing of or suspend the use of any such Registration Statement or prospectus, upon giving written notice of such action to the Sellers’ Representative with a certificate signed by the principal executive officer of the Company stating that in the good faith judgment of the board of directors of the Company (the “Board”), the filing or use of any such Registration Statement or prospectus covering the Registrable Securities would be seriously detrimental to the Company or its stockholders at such time (including, but not limited to, if the filing or use of such Registration Statement would require the Company to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control) and that the Board concludes, as a result, that it is in the best interests of the Company and its stockholders to defer the filing or suspend the use of such Registration Statement or prospectus at such time. The Company shall have the right to defer the filing of or suspend the use of such Registration Statement or prospectus for a period of not more than ninety (90) days from the date the Company notifies the Sellers’ Representative of such deferral or suspension; provided that the Company shall not exercise the right contained in this Section 2(e) more than once with respect to each then effective or contemplated Registration Statement or prospectus, as applicable, in any twelve (12) month period. In the case of the suspension of use of any effective Registration Statement or prospectus, the Holders, immediately upon receipt of notice thereof from the Company or the Sellers’ Representative, shall discontinue any offers or sales of Registrable Securities pursuant to such Registration Statement or prospectus until advised in writing by the Company that the use of such Registration Statement or prospectus may be resumed. In the case of a deferred Registration Statement filing, the Company shall provide prompt written notice to the Sellers’ Representative of (i) the Company’s decision to file or seek effectiveness of the Registration Statement following such deferral and (ii) the effectiveness of such Registration Statement. In the case of either a suspension of use of, or deferred filing of, any Registration Statement or prospectus, the Company shall not, during the pendency of such suspension or deferral, be required to take any action hereunder with respect to the registration or sale of any Registrable Securities pursuant to any Registration Statement or prospectus.

3. RELATED OBLIGATIONS.

With respect to each Registration Statement and whenever any Registrable Securities are to be registered pursuant to Section 2, the Company shall use its reasonable best efforts to effect the registration of the Registrable Securities in accordance with the intended method of disposition thereof and, pursuant thereto, the Company shall have the following obligations:

a. The Company shall use its reasonable best efforts to prepare and file with the Commission such amendments (including post-effective amendments) and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement, which prospectus is to be filed pursuant to Rule 424 promulgated under the Securities Act, as may be necessary to keep such Registration Statement effective at all times during the Registration Period, and, during such period, comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities of the Company covered by such Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in such registration statement.

b. The Company shall permit the Sellers’ Representative to review and comment upon such Registration Statement and all amendments and supplements thereto at least two (2) Business Days prior to their filing with the Commission, and not file any document in a form to which the Sellers’ Representative reasonably objects in good faith, provided any such objection is provided by the Sellers’ Representative within two (2) Business Days of the Sellers’ Representative’s receipt thereof. The Sellers’ Representative shall use his reasonable best efforts to comment upon the Registration Statement and any amendments or supplements thereto within two (2) Business Days from the date the Sellers’ Representative receives the final version thereof. The Company shall furnish to the Sellers’ Representative, without charge, and within one (1) Business Day, any comments or correspondence from the Commission or the Staff to the Company or its representatives relating to the Registration Statement and the Company shall respond to the Commission or Staff regarding the resolution of any such Comments or correspondence as soon as reasonably practicable. Prior to the effective date of a Registration Statement, the Company shall use its reasonable best efforts to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement as soon as reasonably practicable after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective.

c. Upon request of the Sellers’ Representative, the Company shall furnish to the Sellers’ Representative, (i) promptly after the same is prepared and filed with the Commission, at least one copy of such Registration Statement and any amendment(s) thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits, (ii) upon the effectiveness of such Registration Statement, a copy of the prospectus included in such Registration Statement and all amendments and supplements thereto (or such other number of copies as the Sellers’ Representative may reasonably request) and (iii) such other documents, including copies of any preliminary or final prospectus, Sellers’ Representative may reasonably request from time to time in order to facilitate the disposition of the Registrable Securities owned by a Holder. For the avoidance of doubt, any filing available to the Holder or Sellers’ Representative via the Commission’s live EDGAR system shall be deemed “furnished to the Holder” or “furnished to the Sellers’ Representative”, as applicable, hereunder.

d. The Company shall use reasonable best efforts to (i) register and qualify the Registrable Securities covered by a registration statement under such other securities or “blue sky” laws of such jurisdictions in the United States as the Sellers’ Representative reasonably requests, (ii) prepare and file in those jurisdictions, such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions as may be reasonably necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions. The Company shall promptly notify the Sellers’ Representative of the receipt by the Company of any notification with respect to the suspension of the registration or qualification of any of the Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction in the United States or its receipt of actual notice of the initiation or threatening of any proceeding for such purpose.

e. As promptly as practicable after becoming aware of such event or facts, the Company shall notify the Sellers’ Representative in writing of the happening of any event or existence of such facts as a result of which the prospectus included in any Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and promptly prepare a supplement or amendment to such Registration Statement to correct such untrue statement or omission, and deliver a copy of such supplement or amendment to the Sellers’ Representative (or such other number of copies as the Sellers’ Representative may reasonably request). The Company shall also promptly notify the Sellers’ Representative in writing (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed, and when a Registration Statement or any post-effective amendment has become effective (notification of such effectiveness shall be delivered to the Sellers’ Representative by email or facsimile on the same day of such effectiveness and by overnight mail), (ii) of any request by the Commission for amendments or supplements to any Registration Statement or related prospectus or related information, and (iii) of the Company’s reasonable determination that a post-effective amendment to a Registration Statement would be appropriate.

f. The Company shall use its reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness of any Registration Statement, or the suspension of the qualification of any Registrable Securities for sale in any jurisdiction and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment and to notify the Sellers’ Representative of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding for such purpose.

g. The Company shall use reasonable best efforts to cause all the Registrable Securities to be listed or quoted on each securities exchange or trading market on which securities of the same class or series issued by the Company are then listed or quoted. The Company shall pay all fees and expenses in connection with satisfying its obligation under this Section 3(g).

h. The Company shall at all times provide a transfer agent and registrar with respect to its Common Stock.

i. If reasonably requested by a Sellers’ Representative, the Company shall (i) as soon as practicable, incorporate in a prospectus supplement or post-effective amendment such information as the Sellers’ Representative reasonably requests to be included therein relating to the sale and distribution of Registrable Securities, including, without limitation, information with respect to the number of Registrable Securities being sold, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities; (ii) make all required filings of such prospectus supplement or post-effective amendment as soon as practicable upon notification of the matters to be incorporated in such prospectus supplement or post-effective amendment; and (iii) as soon as practicable, supplement or make amendments to any Registration Statement.

j. The Company shall use its reasonable best efforts to cause the Registrable Securities covered by such Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable Securities.

k. Within two (2) Business Days after any Registration Statement which includes the Registrable Securities is ordered effective by the Commission, the Company shall deliver to the transfer agent for such Registrable Securities (with copies to the Sellers’ Representative) confirmation that such Registration Statement has been declared effective by the Commission. Thereafter, if requested by a Holder at any time, the Company shall deliver to the Sellers’ Representative a written confirmation whether or not the effectiveness of such Registration Statement has lapsed at any time for any reason (including, without limitation, the issuance of a stop order) and whether or not the Registration Statement is current and available to the Holder for sale of all of the Registrable Securities.

l. The Company shall use reasonable best efforts to take all other reasonable actions necessary to expedite and facilitate disposition by the Holder of Registrable Securities pursuant to any Registration Statement, including the removal of legends from any share certificates and permitting such shares to be held electronically in the Holder’s brokerage accounts.

4. OBLIGATIONS OF THE HOLDERS.

a. The Company shall notify the Sellers’ Representative of the information the Company reasonably requires from each Holder in connection with such Registration Statement hereunder. The Holder or Sellers’ Representative shall as promptly as practicable furnish to the Company such information regarding the Holder, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. Notwithstanding the foregoing, the Registration Statement shall contain the “Plan of Distribution” section in substantially the form attached hereto as Exhibit A.

b. Each Holder and the Sellers’ Representative agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder.

c. Each Holder agrees that, upon receipt of any notice from the Company or the Sellers’ Representative of the happening of any event or existence of facts of the kind described in Section 2(e), Section 3(f) or the first sentence of 3(e), the Holder will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Holder’s receipt of applicable notice pursuant to Section 2(e) or the copies of the supplemented or amended prospectus contemplated by Section 3(f) or the first sentence of 3(e). Notwithstanding anything to the contrary, the Company shall cause its transfer agent to promptly deliver shares of Common Stock without any restrictive legend in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which an Holder has entered into a contract for sale prior to the Holder’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(f) or the first sentence of Section 3(e) and for which the Holder has not yet settled.

d. Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Registration Statement.

5. EXPENSES OF REGISTRATION.

All reasonable expenses, other than sales or brokerage commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualifications fees, printers and accounting fees, and fees and disbursements of counsel for the Company, and reasonable fees and expenses of one (1) legal counsel selected by the Sellers’ Representative, not to exceed $25,000 without the consent of the Company, to review the Registration Statement, shall be paid by the Company.

6. INDEMNIFICATION.

a. To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend each Holder, each Person, if any, who controls each Holder, the members, the directors, officers, partners, employees, agents, representatives of each Holder and each Person, if any, who controls each Holder within the meaning of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (each, an “Indemnified Person”), against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, attorneys’ fees, amounts paid in settlement or expenses, joint or several, (collectively, “Claims”) incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the Commission, whether pending or threatened, whether or not an indemnified party is or may be a party thereto (“Indemnified Damages”), to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in any Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other “blue sky” laws of any jurisdiction in which Registrable Securities are offered, or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which the statements therein were made, not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the Commission) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading, (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to any Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, “Violations”). The Company shall reimburse each Indemnified Person promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (i) shall not apply to a Claim by an Indemnified Person arising out of or based upon a Violation which occurs in reliance upon and in conformity with information about the Holder furnished in writing to the Company by such Indemnified Person expressly for use in connection with the preparation of any Registration Statement or any such amendment thereof or supplement thereto, if such prospectus was timely made available by the Company pursuant to Section 3(c) or Section 3(e); (ii) with respect to any superseded prospectus, shall not inure to the benefit of any such person from whom the person asserting any such Claim purchased the Registrable Securities that are the subject thereof (or to the benefit of any person controlling such person) if the untrue statement or omission of material fact contained in the superseded prospectus was corrected in the revised prospectus, as then amended or supplemented, if such revised prospectus was timely made available by the Company pursuant to Section 3(c) or Section 3(e), and the Indemnified Person was promptly advised in writing not to use the incorrect prospectus prior to the use giving rise to a violation and such Indemnified Person, notwithstanding such advice, used it; (iii) shall not be available to the extent such Claim is based on a failure of the Holder to deliver or to cause to be delivered the prospectus made available by the Company, if such prospectus was timely made available by the Company pursuant to Section 3(c) or Section 3(e); and (iv) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the transfer of the Registrable Securities by the Holder pursuant to Section 9.

b. In connection with any Registration Statement, each Holder, severally and not jointly with respect to its own underlying actions, agrees to indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company, each of its directors and officers, each Person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, and all other non-violating Holders (collectively and together with an Indemnified Person, an “Indemnified Party”), against any Claim or Indemnified Damages to which any of them may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or are based upon any Violation, in each case to the extent, and only to the extent, that such Violation occurs in reliance upon and in conformity with written information about that specific Holder and furnished to the Company by the Holder expressly for use in connection with such Registration Statement; and, subject to Section 6(d), the Holder will reimburse any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Claim; provided, however, that the indemnity agreement contained in this Section 6(b) and the agreement with respect to contribution contained in Section 7 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Holder, which consent shall not be unreasonably withheld; provided, further, however, that the Holder shall be liable under this Section 6(b) for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to the Holder as a result of the sale of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of the Registrable Securities by the Holder pursuant to Section 9.

c. Promptly after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be; provided, however, that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The Indemnified Party or Indemnified Person shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party or Indemnified Person which relates to such action or claim. The indemnifying party shall keep the Indemnified Party or Indemnified Person fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the consent of the Indemnified Party or Indemnified Person, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified Person of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified Party or Indemnified Person with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this Section 6, except to the extent that the indemnifying party is prejudiced in its ability to defend such action.

d. The indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Party or Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant to the law.

7. CONTRIBUTION.

To the extent any indemnification by an indemnifying party is prohibited or limited by law, the parties agree to make a contribution as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and of the Indemnified Party on the other in connection with the actions that resulted in such Claims as well as any other relevant equitable considerations; provided, however, that: (i) no seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any seller of Registrable Securities who was not guilty of fraudulent misrepresentation; and (ii) contribution by any seller of Registrable Securities shall be limited in amount to the net amount of proceeds received by such seller from the sale of such Registrable Securities. The relative fault of the Indemnifying Party and of the Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact was made by, or relates to information supplied by, the Indemnifying Party or the Indemnified Party, and the Indemnifying Party’s or the Indemnified Party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 7.

8. REPORTS AND DISCLOSURE UNDER THE SECURITIES ACTS.

With a view to making available to the Holder the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the Commission that may at any time permit the Holder to sell securities of the Company to the public without registration (“Rule 144”), but without limiting the Company’s other obligations hereunder, the Company agrees, at the Company’s sole expense, to:

a. make and keep public information available, as those terms are understood and defined in Rule 144;

b. file with the Commission in a timely manner all reports required of the Company under the Securities Act and the Exchange Act so long as the Company remains subject to such requirements and the filing of such reports is required for the applicable provisions of Rule 144;

c. furnish to each Holder so long as the Holder owns Registrable Securities, reasonably promptly upon request, (i) a written statement by the Company that it has complied with the reporting and or disclosure provisions of Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company (provided, any report available to the Holder via the Commission’s live EDGAR system shall be deemed furnished to the Holder), and (iii) such other information as may be reasonably requested to permit the Holder to sell such securities pursuant to Rule 144 without registration; and

d. take such additional action as is reasonably requested by each Holder to enable the Holder to sell the Registrable Securities pursuant to Rule 144, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to the Company’s Transfer Agent as may be requested from time to time by the Holder and otherwise fully cooperate with Holder and Holder’s broker to effect such sale of securities pursuant to Rule 144.

The Company agrees that damages may be an inadequate remedy for any breach of the terms and provisions of this Section 8 and each Holder shall, whether or not it is pursuing any remedies at law, be entitled to equitable relief in the form of a preliminary or permanent injunctions, without having to post any bond or other security, upon any breach or threatened breach of any such terms or provisions.

9. ASSIGNMENT OF REGISTRATION RIGHTS.

The Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Holder. A Holder may assign its rights under this Agreement without the written consent of the Company, to any Person to whom such Holder transfers Preferred Units, Seller Notes or Registrable Securities.

10. AMENDMENT OF REGISTRATION RIGHTS.

No provision of this Agreement may be (i) amended other than by a written instrument signed by all parties hereto or (ii) waived other than in a written instrument signed by the party against whom enforcement of such waiver is sought. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.

11. MISCELLANEOUS.

a. A Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record such Registrable Securities. If the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from the registered owner of such Registrable Securities.

b. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) when sent, if sent by email (provided that such sent email is kept on file (whether electronically or otherwise) by the sending party and the sending party does not receive an automatically generated message from the recipient’s email server that such email could not be delivered to such recipient); or (iii) one (1) Business Day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses for such communications shall be as set forth in the Purchase Agreement or at such other address and/or to the attention of such other person as the recipient party has specified by written notice given to each other party three (3) Business Days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) electronically generated by the sender’s email containing the time, date, recipient email address of such transmission or (C) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.

c.  Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement to the Sellers’ Representative which are addressed to the Seller’s Representative on behalf of any or all Holders shall be deemed delivered to such Holder or Holders immediately upon its deemed deemed delivery to the Seller’s Representative in Section 9(b) above. Any notices, consents, waivers or other communications for the Sellers’ Representative shall be sent to:

d. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Delaware. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in [Tampa Bay], Florida, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

e. This Agreement and the Purchase Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by the Purchase Agreement (collectively, the “Transaction Documents”) constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein and therein. This Agreement, the Purchase Agreement and Transaction Documents supersede all prior agreements and understandings among the parties hereto with respect to the subject matter hereof and thereof.

f. Subject to Section 9, this Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties hereto.

g. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

h. This Agreement may be executed in identical counterparts (including PDF, facsimile, DocuSign, and other electronic counterparts), each of which shall be deemed an original but all of which shall constitute one and the same agreement. This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile transmission or by e-mail in a “.pdf” format data file of a copy of this Agreement bearing the signature of the party so delivering this Agreement.

i. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

j. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no rules of strict construction will be applied against any party.

k. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.

* * * * * *

IN WITNESS WHEREOF, each Seller, the Sellers’ Representative and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed as of the Execution Date.

[COMPANY SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

IN WITNESS WHEREOF, each Seller, the Sellers’ Representative and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed as of the Execution Date.

[SELLERS’ REPRESENTATIVE SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

IN WITNESS WHEREOF, each Seller, the Sellers’ Representative and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed as of the Execution Date.

[SELLER SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]

EXHIBIT A

PLAN OF DISTRIBUTION

We are registering the shares of Common Stock covered by this prospectus on behalf of the selling shareholders, to permit the resale of these shares of Common Stock by the selling shareholders from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling shareholders of the shares of Common Stock. We will bear all fees and expenses incident to our obligation to register the shares of Common Stock.

The selling shareholders may sell all or a portion of the shares of Common Stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of Common Stock are sold through underwriters or broker-dealers, the selling shareholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of Common Stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions,

If the selling shareholders effect such transactions by selling shares of Common Stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling shareholders or commissions from purchasers of the shares of Common Stock for whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involved). Underwriters, broker-dealers or agents who may become involved in the sale of shares of Common Stock may engage in transactions with, and perform other services for, us in the ordinary course of their business for which they receive compensation. In connection with sales of the shares of Common Stock or otherwise, the selling shareholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the shares of Common Stock in the course of hedging in positions they assume. The selling shareholders may also sell shares of Common Stock short and deliver shares of Common Stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling shareholders may also loan or pledge shares of Common Stock to broker-dealers that in turn may sell such shares.

The selling shareholders may pledge or grant a security interest in some or all of the shares of Common Stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of Common Stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling shareholders to include the pledgee, transferee or other successors in interest as selling shareholders under this prospectus. The selling shareholders also may transfer and donate the shares of Common Stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

Any broker-dealers participating in the distribution of the shares of Common Stock may be deemed to be “underwriters” within the meaning of the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealers may be deemed to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the shares of Common Stock is made, a prospectus supplement, if required, will be distributed which will set forth the aggregate amount of shares of Common Stock being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the selling shareholders and any discounts, commissions or concessions allowed or reallowed or paid to broker-dealers.

Under the securities laws of some states, the shares of Common Stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of Common Stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.

There can be no assurance that any selling shareholder will sell any or all of the shares of Common Stock registered pursuant to the shelf registration statement, of which this prospectus forms a part.

The selling shareholders and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of Common Stock by the selling shareholders and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of Common Stock to engage in market-making activities with respect to the shares of Common Stock. All of the foregoing may affect the marketability of the shares of Common Stock and the ability of any person or entity to engage in market-making activities with respect to the shares of Common Stock.

We will pay all expenses of the registration of the shares of Common Stock pursuant to the registration rights agreement, estimated to be [ ] in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that a selling shareholder will pay all underwriting discounts and selling commissions, if any. We will indemnify the selling shareholders against liabilities, including some liabilities under the Securities Act, in accordance with the registration rights agreements, or the selling shareholders will be entitled to contribution. We may be indemnified by the selling shareholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling shareholder specifically for use in this prospectus, in accordance with the related registration rights agreement, or we may be entitled to contribution.

Once sold under the shelf registration statement, of which this prospectus forms a part, the shares of Common Stock will be freely tradable in the hands of persons other than our affiliates.

Exhibit 10.2

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of September 27, 2022 and is entered into by and between Brian McFadden the “Executive”) and Cryptyde, Inc., a Delaware limited liability company (the “Company”). The Company and the Executive shall be referred to herein as the “Parties.”

RECITALS

Whereas, the Company desires to employ the Executive as its Chief Executive Officer and the Executive desires to be employed by the Company as its Chief Executive Officer;

Whereas, the Company and the Executive desire to set forth in writing the terms and conditions of their agreement and understandings with respect to the employment of the Executive as its Chief Executive Officer; and

Whereas, the Company hereby employs the Executive, and the Executive hereby accepts employment with the Company for the period and upon the terms and conditions contained in this Agreement.

Now, Therefore, in consideration of the mutual promises and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties hereby agree as follows:

ARTICLE I.

Services to be Provided by Executive

A. Position and Responsibilities. The Executive shall be employed and serve as the Chief Executive of the Company (“Cryptyde”). The Executive shall report to Board of Directors of the Company (the “Board”). The Executive shall have such duties, authority and responsibilities commensurate with the Executive’s title and function of such office, and as the Board may reasonably require of the Executive from time to time. The Company shall not change the Executive’s title and/or reporting line without the Executive’s prior written consent and any such change shall be subject to Article III Section B.(ii) below. The Executive acknowledges and agrees that the Executive shall observe and comply with all of the Company’s Policies and Procedures, which may change from time to time, including, but limited to, the Employee Handbook and other onboarding documents.

B. Performance. During the Executive’s employment with the Company, the Executive shall devote on a full-time basis all of the Executive’s time, energy, skill and reasonable best efforts to the performance of the Executive’s duties hereunder in a manner that will faithfully and diligently further the business and interests of the Company, and shall exercise reasonable best efforts to perform the Executive’s duties in a diligent, trustworthy, good faith and business-like manner, all for the purpose of advancing the business of the Company. The Executive shall at all times act in a manner consistent with the Executive’s position. During the Executive’s employment, the Executive shall not engage in any other non-Company competitive business activities of any nature whatsoever. Notwithstanding anything contained herein to the contrary, nothing contained herein or under law shall be construed as preventing the Executive from: (i) investing the Executive’s personal assets in such form or manner as will not result in a violation of his covenants under this Section or Article I.C hereof and Article C hereof (ii) engaging (whether or not during normal business hours) in any other professional, civic, or philanthropic activities provided that Executive’s engagement does not result in a violation of Executive covenants under this Section or Article I.C hereof or (iii) accepting appointments to the boards of directors of other companies provided that the Board approves of such appointments (such approval not to be unreasonably conditioned, withheld or delayed) and Executive’s performance of his duties on such boards does not result in a violation of his covenants under this Section or Article I.C hereof.

C. Restrictive Covenants. The Executive’s employment is conditioned on the execution of and compliance with the Employee Confidential Disclosure, Invention Assignment, Non-Competition, Non-Solicitation and Non-Interference Agreement attached hereto as Attachment A, which the Executive must sign on or before the Executive’s first day of employment.

D. Place of Performance. Unless otherwise agreed by the parties, the principal place of the Executive’s employment shall be Executive’s home office; provided that, the Executive may be required to travel on Company business during the Term of Employment. Executive may work remotely from the Executive’s primary residence so long as doing so does not materially interfere with the Executive’s responsibilities under this Agreement; provided that, subject to any health or safety concerns related to the COVID-19 pandemic or other similar extraordinary circumstances, the Executive may be required to travel to and spend on average 5 days per month in the Company’s principal office currently located in Safety Harbor, FL; provided further that, the Company shall reimburse the Executive for all reasonable out-of-pocket expenses actually incurred by him or her in connection with such travel requirements in accordance with this Section and Article II.E below.

ARTICLE II.

Compensation for SErvices

As compensation for all services the Executive will perform under this Agreement, the Company will pay the Executive, and the Executive shall accept as full compensation, the following:

A. Base Salary. The Company shall pay the Executive an annual salary of $325,000, less applicable payroll deductions and tax withholdings (the “Base Salary”) for all services rendered by the Executive under this Agreement. The Company shall pay the Base Salary in accordance with the normal payroll policies of the Company. The Base Salary will be increased on January 1 of each calendar year by 5% per annum (which figure shall act as a surrogate for the service cost of living increases) over the then-existing Base Salary.

B. Equity Awards. In consideration of the Executive entering into this Agreement and as an inducement to join the Company, on or as soon as administratively practical after the Effective Date (as defined below), and to be repeated annually on the anniversary of the signing of this agreement, the Company, subject to approval by the Board, will grant the Executive hereunder by 200,000 restricted stock units (“Initial RSUs”), convertible into shares of Cryptyde, Inc. common stock (“Cryptyde Shares”), which shall be immediately vested and subject to the terms and conditions of the Cryptyde, Inc. 2022 Long-Term Incentive Plan (the “Incentive Plan”). For each calendar year following the calendar year in which the Effective Date occurs and during the Term of Employment, the Executive shall receive an annual equity award of no less than 200,000 Cryptyde Shares, per year, which shall be immediately vested and subject to the terms and conditions of the Incentive Plan or any successor plan.

C. Cash Bonus. For each calendar year during employment, the Executive shall be eligible to receive an annual bonus (the “Bonus”), less applicable payroll deductions and tax withholdings, based on the achievement of the Company’s annual performance goals and the Executive’s annual target performance milestones, set forth below, as determined by the Audit Committee and the Board:

Except as otherwise provided herein, any Bonus payable to the Executive shall be paid to him or her by March 15th of the calendar year following the calendar year to which such Bonus relates, provided that the Executive was employed by the Company as of the last day of the applicable calendar year. The awarding of bonuses, if any, shall be determined reasonably and in good faith by the Company’s Board. For the period beginning on the Effective Date and ending on the last day of the applicable calendar year, the Executive shall be eligible to receive a prorated Bonus (calculated as the Bonus that would have been paid for the entire calendar year multiplied by a fraction, the numerator of which is equal to the number of days the Executive worked in the applicable calendar year, and the denominator of which is equal to the total number of days in such year).

The maximum annual Cash Bonus is 100% of the Base Salary.

D. Stock Bonus. The Executive shall be entitled to receive additional Cryptyde Shares contingent upon the satisfaction of any of the milestone events set forth below. All rights applicable to the issuance of Cryptyde Shares under this Article II.D shall be determined by a review of the Company’s audited financial statements, and subject to the terms and conditions of the Incentive Plan and the Cryptyde, Inc. form of restricted stock unit agreement.

(i) Corporate Growth Bonus. The Executive shall be eligible to receive a bonus upon the satisfaction of any of the following growth achievements that the Company consummates (a “Corporate Growth”), based on a review of the Company’s audited financial statements, during the Term of Employment (as defined below) and subject to the approval of the Board (the “Corporate Growth Bonus”), in Cryptyde Shares. Except as otherwise provided herein, any Company Growth Bonus payable to the Executive shall be paid to the Executive within thirty (30) days after the applicable SEC filing by Cryptyde, Inc. (“Cryptyde”), but in no event later than December 31 of such year, following the time period to which such Company Corporate Growth Bonus relates, provided that the Agreement is in effect and the Executive was employed by the Company as of the last day of the applicable calendar year.

a) The Executive shall be eligible to receive a one-time bonus of 100,000 Cryptyde Shares for Corporate Revenue Growth that increases the Company’s 12 month trailing gross revenues (the “Annualized Gross Revenues”) by at least $15,000,000, provided that the Executive’s first market capitalization bonus is achieved pre or post- Corporate Growth. (the “Company’s Market Cap Threshold”).

b) The Executive shall be eligible to receive a one-time bonus of 500,000 Cryptyde Shares for Corporate Growth that increases the Company’s Annualized Gross Revenues by at least $25,000,000, provided that the Company’s Market Cap Threshold is achieved.

c) The Executive shall be eligible to receive a one-time bonus of 500,000 Cryptyde Shares for a Corporate Growth that increases the Company’s Annualized Gross Revenues by at least $50,000,000, provided that the Company’s Market Cap Threshold is achieved.

(ii) Company Positive Cash Flow Milestone. The Executive shall be eligible to receive a one-time bonus of 200,000 Cryptyde Shares in the event that the Company achieves a positive cash flow, based on a review of the Company’s audited financial statements, during the Term of Employment, for any quarter, and subject to the review of the Board (the “Positive Cash Flow Bonus”). Except as otherwise provided herein, any Positive Cash Flow Bonus payable to the Executive shall be paid to the Executive within 30 days after the applicable SEC filing by Cryptyde., but in no event later than December 31 of such year, following the time period to which such Positive Cash Flow Bonus relates, provided that the Agreement is in effect and the Executive was employed by the Company as of the last day of the applicable calendar year.

(iii) Cryptyde Market Capitalization Milestones. The Executive shall receive a bonus upon the satisfaction of any of the following market capitalization milestones, based on a review of the Company’s audited financial statements, during the Term of Employment (as defined below) (the “Market Cap Bonus”) and subject to the approval by the Board, in Cryptyde Shares. Except as otherwise provided herein, any Market Cap Bonus payable to the Executive shall be paid to the Executive within 30 days after the applicable SEC filing by Cryptyde, but in no event later than December 31 of such year, following the time period to which such Market Cap Bonus relates, provided that this Agreement is in effect and the Executive was employed by the Company as of the last day of the applicable trading day period to which such Market Cap Bonus was achieved.

a) The Executive shall be eligible to receive a one-time bonus of 250,000 Cryptyde Shares, in the event that Cryptyde’s market capitalization is greater than 3 times the value at the time of signing provided that such increase is sustained for a period of at least 3 consecutive trading days.

b) The Executive shall be eligible to receive an additional one-time bonus of 500,000 Cryptyde Shares, in the event that Cryptyde’s market capitalization is equal to or greater than 5 times the value at the time of signing provided that such increase is sustained for a period of at least 3 consecutive trading days.

c) The Executive shall be eligible to receive an additional one-time bonus of 1,000,000 Cryptyde Shares, in the event that Cryptyde’s market capitalization is greater than 7 times the value at the time of signing provided that such increase is sustained for a period of at least 3 consecutive trading days.

d) The Executive shall be eligible to receive additional bonuses of 150,000 Cryptyde Shares for each 2 times increase in Cryptyde’s market capitalization over the previously stated bonus, provided that such increase is sustained for a period of at least 3 consecutive trading days.

E. Other Bonuses/Compensation. Based on the individual performance of the Executive and/or of the Company, the Company’s Compensation Committee and Board of Directors may award to the Executive additional compensation in their sole and complete discretion.

F. Performance-Enhancing Items The Executive shall be entitled to receive from the Company (i) an annual car allowance up to ten thousand dollars ($10,000) per annum, and (ii) an annual reimbursement for home office expenses, up to twenty-five hundred dollars ($2,500) per annum. To the extent that such reimbursement is deemed to be includable in the Executive’s gross income and taxable, then the Company shall, on or before June 1 of the year after the payment is made, pay to the Executive the Tax Effect (as defined herein) of such sum. To the extent that any and all such reimbursements or payments by the Company are includable in Executive’s gross income and taxable, then the Company shall, on or before June 1 of the year after the payment is made, reimburse the Executive for such taxes.

G. Expenses. The Company agrees that, during the Executive’s employment, it will reimburse the Executive for out-of-pocket expenses reasonably incurred in connection with the Executive’s performance of the Executive’s services hereunder, including first class air travel for flights of 3 hours or more, quality hotels and rental cars, entertainment and similar executive expenditures, upon the presentation by the Executive of an itemized accounting of such expenditures, with supporting receipts in compliance with the Company’s expense reimbursement policies. Reimbursement shall be in compliance with the Company’s expense reimbursement policies.

H. Paid Time Off. The Executive shall be entitled to four (4) weeks of paid vacation and five (5) paid personal days per calendar year (collectively, the “Paid Time Off”), to be taken in such amounts and at such times as shall be mutually convenient for the Executive and the Company. Any Paid Time Off not taken by Executive in one year shall be carried forward to subsequent years. If all such Paid Time Off is not taken by the Executive before the termination of this Agreement, the Executive shall be entitled to receive a payout of accrued, unused Paid Time Off upon termination (for any reason), less applicable payroll deductions and tax withholdings. The Executive shall also be entitled to any paid holidays as designated by the Company.

I. Health and Other Medical. The Executive shall be eligible to participate in all health, medical, dental, and life insurance employee benefits as are available from time to time to other executive employees (and their families) of the Company (to the extent the Executive is eligible under the general provisions thereof), Cryptyde, including a Life Insurance Plan, Medical and Dental Insurance Plan, and a Long Term Disability Plan (the “Plans”), as such Plans may be modified, amended, terminated, or adopted from time to time by the Company in its sole discretion. The Company shall pay all premiums with respect to such Plans. To the extent that any and all such reimbursements or payments by the Company are includable in Executive’s gross income and taxable, then the Company shall, on or before June 1 of the year after the payment is made, reimburse the Executive for such taxes.

J. Savings Plan. The Executive will be eligible to enroll and participate and be immediately vested in (to the extent legally possible and in accordance with existing Company benefit plans), all Company savings and retirement plans, including any 401(k) plans.

K. Directors and Officers Liability Insurance. The Company will provide liability insurance coverage protecting the Executive and the Executive’s estate, to the extent permitted by law against suits by fellow employees, shareholders and third parties and criminal and regulatory investigations arising out of any alleged act or omission occurring with the course and scope of the Executive’s employment with the Company. Such insurance will be in an amount not less than five million dollars ($5,000,000).

L. Financial Planning. The Company shall reimburse the Executive for all legal, and accounting costs, fees, and expenses incurred each year by the Executive in connection with (a) income tax preparation and (b) estate planning, provided that the aggregate annual expenses to be reimbursed shall not exceed Twenty Thousand Dollars ($20,000). To the extent that any and all such reimbursements or payments by the Company are includable in Executive’s gross income and taxable, then the Company shall, on or before June 1 of the year after the payment is made, reimburse the Executive for such taxes.

ARTICLE III.

Term; Termination

A. Term of Employment. The Agreement’s stated term and employment relationship created hereunder will begin on September 27, 2022 (the “Effective Date”) and will remain in effect for two (2) years, unless earlier terminated in accordance with this Article III (the “Initial Employment Term”). This Agreement shall be automatically renewed for successive one (1) year terms after the Initial Employment Term (each one-year period, a “Renewal Term” and the Initial Employment Term and Renewal Term are collectively referred to as the “Term of Employment”), unless either party sends written notice to the other party, not more than two-hundred seventy (270) days and not less than sixty (60) days before the end of the then-existing Term of Employment, of such party’s desire to terminate this Agreement at the end of the then-existing Term of Employment, in which case this Agreement will terminate at the end of the then-existing Term of Employment, or unless earlier terminated in accordance with this Article III. The Executive will serve the Company during the Term of Employment.

B. Termination. Upon termination of the Executive’s employment, the Company shall pay the Executive (i) any unpaid Base Salary accrued through the date of termination, (ii) any accrued and unpaid vacation, paid time off or similar pay to which the Executive is entitled as a matter of law or Company policy, and (iii) any unreimbursed expenses properly incurred prior to the date of termination (the “Accrued Obligations”). Any outstanding stock option or other stock awards held by the Executive as of the date of termination shall be subject to the terms of the applicable award agreements.

(i) Expiration of the Agreement; Termination for Cause, Voluntary Resignation, or as a Result of Death or Disability. In the event the Executive voluntarily resigns without Good Reason (defined below), the Company may, in its sole discretion, shorten the notice period and determine the date of termination without any obligation to pay the Executive any additional compensation other than the Accrued Obligations and without triggering a termination of the Executive’s employment without Cause (as defined below). In the event the Agreement expires, the Company terminates the Executive’s employment for Cause or the Executive voluntarily resigns without Good Reason, or as a result of the Executive’s Disability (defined below) or death, the Company shall have no further liability or obligation to the Executive under this Agreement. The Accrued Obligations shall be payable in a lump sum within the time period required by applicable law, and in no event later than thirty (30) days following termination of employment. For purposes of this Agreement, “Cause” means termination because of: (a) an act or acts of fraud or gross negligence by the Executive in the performance of his duties as an employee of the Company causing demonstrable and material injury to the Company, provided that the Company has given written notice describing in detail the act of gross negligence asserted and which act, if capable of being cured, as reasonably determined by the Company, has not been cured within sixty (60) days after such notice or such longer period of time if Executive proceeds with due diligence not later than ten (10) days after such notice to cure such act; (b) Embezzlement by the Executive of funds or property of the Company; and (c) a willful and material breach by the Executive of any material obligation of this Agreement or any other agreement to which the Executive and the Company (and/or any affiliate) are parties, causing demonstrable and material injury to the Company, following, if curable, written notice by the Company to the Executive which shall specify in reasonable detail the circumstances and breach asserted, and there shall be no Cause with respect to any such circumstances if cured by the Executive within sixty (60) days after such notice or such longer period of time if the Executive proceeds with due diligence not later than ten (10) days after such notice to cure such breach; provided, however, that termination of the Executive’s employment shall not be deemed to be for Cause unless and until the Company delivers to Executive a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the Board (after reasonable written notice is provided to the Executive and the Executive is given an opportunity, together with counsel, to be heard before the Board), finding that the Executive has engaged in the conduct described in any of (a)-(c) above. For purposes of this Agreement, “Disability” means termination as a result of the Executive’s incapacity or inability, the Executive’s failure to have performed Executive’s duties and responsibilities as contemplated herein for one hundred eighty (180) business days or more within any one (1) year period (cumulative or consecutive), because the Executive’s physical or mental health has become so impaired as to make it impossible or impractical for the Executive to perform the duties and responsibilities contemplated hereunder, with or without reasonable accommodation.

(ii) Termination Without Cause, for a Resignation for Good Reason, or for Resignation for a Change in Control. In the event the Executive’s employment is terminated by the Company without Cause, by the Executive for Good Reason, or by the Executive due to a Change in Control, the Executive shall receive the following, subject to the execution and timely return by the Executive of a release of claims in the form to be delivered by the Company, which release shall, by its terms, be irrevocable no later than the sixtieth (60^th) day following the termination of employment: (a) the Accrued Obligations, payable in a lump sum within the time period required by applicable law, and in no event later than thirty (30) days following termination of employment; (b) severance pay in an amount equal to the Executive’s Base Salary as of the date of termination for twenty-four (24) months, payable in a lump sum immediately following the effective date of the release of claims (further, provided that if the time period for execution and revocation of the release of claims begins in one taxable year and ends in a second year, no installments shall be made until the second taxable year); (c) full vesting of any earned or outstanding awards of Cryptyde Shares; and (d) reimbursement of the Executive during the remaining Term of Employment of the premiums associated with Executive’s continuation of health insurance for the Executive and the Executive’s family pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”), provided the Executive timely elects and is eligible to continue to receive COBRA benefits (less all applicable tax withholdings), payable in accordance with the Company’s normal expense reimbursement policy.

For purposes of this Agreement, “Good Reason” means termination because of a (x) material breach by the Company of this Agreement; or (y) diminution in the Executive’s authority, duties, or responsibilities or any other agreement to which the Executive and the Company (and/or any affiliate) are parties; or (z) a reduction in Executive’s Base Salary, or a reduction or adverse change in Executive’s cash or stock bonus opportunities, including a reduction or adverse change in Executive’s eligibility to achieve and/or receive any such cash or stock bonuses; (aa) an adverse change in the Executive’s title, authority, duties, or responsibilities (other than temporarily while Executive is physically or mentally incapacitated or as required by applicable law). In such event, the Executive shall give the Company written notice thereof which shall specify in reasonable detail the circumstances constituting Good Reason, and there shall be no Good Reason with respect to any such circumstances if cured by the Company within thirty (30) days after such notice.

For purposes of this Agreement, “Change in Control” means any of the following: (i) sale or exchange of all or substantially all of the assets of the Company, (ii) a merger or consolidation involving the Company where the Company is not the survivor in such merger or consolidation (or the entity ultimately owning or controlling such entity), (iii) a liquidation, winding up, or dissolution of the Company or (iv) an assignment for the benefit of creditors, foreclosure sale, voluntary filing of a petition under the Bankruptcy Reform Act of 1978, or an involuntary filing under such act which filing is not stayed or dismissed within forty-five (45) days of filing. Notwithstanding the foregoing, in the event that any amounts or benefits are payable hereunder in connection with a Change in Control constitute “non-qualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), then an event shall not constitute a Change in Control for purposes of this Agreement unless it also constitutes a change in the ownership or effective control of the Company under Section 409A of the Code.

ARTICLE IV.

Miscellaneous Provisions

A. Governing Law. The Parties agree that the Agreement shall be governed by and construed under the internal laws of the State of Florida. In the event of any dispute regarding this Agreement, the Parties hereby irrevocably agree to submit to the exclusive jurisdiction of the federal and state courts situated in Florida, and the Executive agrees that the Executive shall not challenge personal or subject matter jurisdiction in such courts. The Parties also hereby waive any right to trial by jury in connection with any litigation or disputes under or in connection with this Agreement.

B. Headings. The paragraph headings contained in this Agreement are for convenience only and shall in no way or manner be construed as a part of this Agreement.

C. Severability. In the event that any court of competent jurisdiction holds any provision in this Agreement to be invalid, illegal or unenforceable in any respect, the remaining provisions shall not be affected or invalidated and shall remain in full force and effect.

D. Reformation. In the event any court of competent jurisdiction holds any restriction in this Agreement to be unreasonable and/or unenforceable as written, the court may reform this Agreement to make it enforceable, and this Agreement shall remain in full force and effect as reformed by the court.

E. Entire Agreement. This Agreement constitutes the entire agreement between the Parties, and fully supersedes any and all prior agreements, understanding or representations between the Parties pertaining to or concerning the subject matter of this Agreement, including, without limitation, the Executive’s employment with the Company. No oral statements or prior written material not specifically incorporated in this Agreement shall be of any force and effect, and no changes in or additions to this Agreement shall be recognized, unless incorporated in this Agreement by written amendment, such amendment to become effective on the date stipulated in it. Any amendment to this Agreement must be signed by all parties to this Agreement. The Executive acknowledges and represents that in executing this Agreement, the Executive did not rely, and has not relied, on any communications, promises, statements, inducements, or representation(s), oral or written, by the Company, except as expressly contained in this Agreement. The Parties represent that they relied on their own judgment in entering into this Agreement.

F. Waiver. No waiver of any breach of this Agreement shall be construed to be a waiver as to succeeding breaches. The failure of either party to insist in any one or more instances upon performance of any terms or conditions of this Agreement shall not be construed as a waiver of future performance of any such term, covenant or condition but the obligations of either party with respect thereto shall continue in full force and effect. The breach by one party to this Agreement shall not preclude equitable relief or the obligations hereunder.

G. Modification. The provisions of this Agreement may be amended, modified or waived only with the prior written consent of the Company and the Executive, and no course of conduct or failure or delay in enforcing the provisions of this Agreement shall be construed as a waiver of such provisions or affect the validity, binding effect or enforceability of this Agreement or any provision hereof.

H. Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, successors and permitted assigns. The Executive may not assign this Agreement to a third party. Subject to Article III, Section B(ii), Company may assign its rights, together with its obligations hereunder, to any affiliate and/or subsidiary of the Company or any successor thereto or any purchaser of substantially all of the assets of the Company.

I. Code Section 409A.

(i) To the extent (A) any payments to which the Executive becomes entitled under this Agreement, or any agreement or plan referenced herein, in connection with the Executive’s termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code; (B) the Executive is deemed at the time of his separation from service to be a “specified employee” under Section 409A of the Code; and (C) at the time of the Executive’s separation from service the Company is publicly traded (as defined in Section 409A of Code), then such payments (other than any payments permitted by Section 409A of the Code to be paid within six (6) months of the Executive’s separation from service) shall not be made until the earlier of (1) the first day of the seventh month following the Executive’s separation from service or (2) the date of the Executive’s death following such separation from service. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this Article IV, Section I shall be paid to the Executive or the Executive’s beneficiary in one lump sum, plus interest thereon at the Delayed Payment Interest Rate (as defined below) computed from the date on which each such delayed payment otherwise would have been made to the Executive until the date of payment. For purposes of the foregoing, the “Delayed Payment Interest Rate” shall mean the national average annual rate of interest payable on jumbo six-month bank certificates of deposit, as quoted in the business section of the most recently published Sunday edition of The New York Times preceding the Executive’s separation from service.

(ii) To the extent any benefits provided under Article III, Section B(ii) above are otherwise taxable to the Executive, such benefits shall, for purposes of Section 409A of the Code, be provided as separate in-kind payments of those benefits, and the provision of in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year.

(iii) In the case of any amounts payable to the Executive under this Agreement, or under any plan of the Company, that may be treated as payable in the form of “a series of installment payments,” as defined in Treas. Reg. §1.409A-2(b)(2)(iii), the Executive’s right to receive such payments shall be treated as a right to receive a series of separate payments for purposes of Treas. Reg. §1.409A-2(b)(2)(iii).

(iv) It is intended that this Agreement comply with or be exempt from the provisions of Section 409A of the Code and the Treasury Regulations and guidance of general applicability issued thereunder, and in furtherance of this intent, this Agreement shall be interpreted, operated, and administered in a manner consistent with such intent.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. SIGNATURE PAGE FOLLOWS.]

IN WITNESS WHEREOF, the Company and the Executive have caused this Agreement to be executed on the date first set forth above, to be effective as of that date.

ATTACHMENT A

Employee Confidential Disclosure, Invention Assignment,

Non-Competition, Non-Solicitation and Non-Interference

Agreement

This Employee Confidential Disclosure, Invention Assignment, Non-Competition, Non-Solicitation and Non-Interference Agreement (“Agreement”) is entered into by and between Cryptyde, Inc. (the “Company”) and the employee executing this Agreement below (“Employee”). The Effective Date of this Agreement is the date of Employee’s execution of this Agreement. The Company and Employee shall be referred to herein individually as a “Party” and collectively as the “Parties.”

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows:

1. Confidential Information, Employee’s Non-Disclosure Agreement and Inventions Ownership.

(a) Confidential Information. During Employee’s employment with the Company, the Company shall provide Employee otherwise prohibited access to certain Confidential Information (defined below), which is not known to the Company’s competitors or within the Company’s industry generally, which was developed by the Company over a long period of time and/or at its substantial expense, and which is of great competitive value to the Company. For purposes of this Agreement, “Confidential Information” includes all trade secrets and confidential and proprietary information of the Company, including, but not limited to, all Company Inventions (defined below) and all documents or information, in whatever form or medium, concerning or relating to any of the Company’s designs; drawings; photographs; illustrations; sketches; models; prototypes; samples; specimens; discoveries; ideas; improvements; know-how; processes; techniques; technical improvements; development tools or techniques; modifications; technical data; patterns; formulas; plans; strategies; devices; data; product information; manufacturing, engineering and testing processes, data and strategies; product specifications; products; projects; research; developmental or experimental work; plans for research; clinical studies or trials; information concerning past, current, future and/or proposed products, projects or studies; interpretations and analyses; database schemas or tables; infrastructure; testing protocols; laboratory notebooks; developments; development projects; equipment; software; software source documents; computer programs and codes; source code, object code and other documentation regarding software products; programming standards; user manuals; technical manuals; training manuals; users’ names or passwords; business practices; operations; policies; finances and financial information and data; business plans; marketing and sales plans, strategies and methods; merchandising and product plans, strategies and methods; budgets; forecasts; pricing and pricing strategies; costs; contracts and contract terms (actual and proposed); contractual relationships; procurement requirements; partners and investors (actual and prospective); partner and investor lists, profiles, preferences and nonpublic personal information; customers and suppliers (actual and prospective); customer and supplier lists, profiles and preferences, including, without limitation, buying and selling habits and special needs; customer and supplier nonpublic personal information; business records; audits; management methods and information; reports, recommendations and conclusions; and other business information disclosed or made available to Employee by the Company, either directly or indirectly, in writing, orally, or by drawings or observation. “Confidential Information” does not include any information which is generally available to and known by the public as of the Effective Date of this Agreement or becomes generally available to and known by the public (other than as a result of Employee’s breach of this Agreement or any other agreement or obligation to keep such information confidential). Confidential Information, whether prepared or compiled by Employee or the Company or furnished to Employee during Employee’s employment with the Company, shall be the sole and exclusive property of the Company, and none of such Confidential Information or copies thereof, shall be retained by Employee. Employee agrees not to dispute, contest, or deny any such ownership rights either during or after Employee’s employment with the Company. Employee acknowledges that the Company does not voluntarily disclose Confidential Information, but rather takes precautions to prevent dissemination of Confidential Information beyond those employees, such as Employee, entrusted with such information. Employee further acknowledges that the Confidential Information: (i) is entrusted to Employee because of Employee’s position with the Company; and (ii) is of such value and nature as to make it reasonable and necessary for Employee to protect and preserve the confidentiality and secrecy of the Confidential Information. Employee acknowledges and agrees that the Confidential Information is proprietary to and a trade secret of the Company and, as such, is a valuable, special and unique asset of the Company, the unauthorized use or disclosure of which will cause irreparable harm, substantial injury and loss of profits and goodwill to the Company.

(b) Non-Disclosure.

(i) Employee agrees to preserve and protect the confidentiality of all Confidential Information. Employee agrees that during the period of Employee’s employment with the Company and at any time thereafter (regardless of the reason for Employee’s separation or termination of employment): (A) Employee shall hold all Confidential Information in the strictest confidence, take all reasonable precautions and steps to safeguard all Confidential Information and prevent its wrongful use by or wrongful or inadvertent disclosure or dissemination to any unauthorized person or entity, and follow all policies and procedures of the Company protecting or regarding the Confidential Information; and (B) Employee shall not, directly or indirectly, use for Employee’s own account, use for any other purpose, disclose to anyone, publish, exploit, destroy, copy or remove from the offices of the Company, nor solicit, allow or assist another person or entity to use, disclose, publish, exploit, destroy, copy or remove from the offices of the Company, any Confidential Information or part thereof, except: (1) as permitted in the proper performance of Employee’s duties for the Company; (2) as permitted in the ordinary course of the Company’s business for the benefit of the Company; or (3) as otherwise permitted or required by law. Employee shall immediately notify the Chief Executive Officer (bpm@cryptyde.com), Chief Financial Officer (bv@cryptyde.com), Chief of Staff (Sls@cryptyde.com), and General Counsel (pmc@cryptyde.com) of Cryptyde, Inc. (collectively referred to as “Management”) if Employee learns of or suspects any actual or potential unauthorized use or disclosure of Confidential Information concerning the Company. In the event Employee is subpoenaed, served with any legal process or notice, or otherwise requested to produce or divulge, directly or indirectly, any Confidential Information by any entity, agency or person in any formal or informal proceeding including, but not limited to, any interview, deposition, administrative or judicial hearing and/or trial, except where prohibited by law, Employee should immediately notify Management and deliver a copy of the subpoena, process, notice or other request to Management as promptly as possible, but under no circumstances more than ten (10) days following Employee’s receipt of same; provided, however, Employee is not required to notify Management or provide a copy of the subpoena, process, notice or other request where Employee is permitted to make such disclosure of Confidential Information pursuant to this Agreement or applicable law or regulation, as set forth in Section 1(c) and Section 1(d).

(ii) Subject to Section 1(b)(iii), Employee agrees that Employee will not use or disclose any confidential, proprietary or trade secret information belonging to any former employer or third party, and Employee will not bring onto the premises of the Company or onto any Company property, any confidential, proprietary or trade secret information belonging to any former employer or third party without such third party’s written consent. Employee acknowledges that that the Company has specifically instructed Employee not to disclose to the Company, use, or induce the Company to use, any confidential, proprietary or trade secret information belonging to any previous employer or others.

(iii) During Employee’s employment, the Company will receive from third parties their confidential and/or proprietary information, subject to a duty on the Company’s part to maintain the confidentiality of and to use such information only for certain limited purposes. Employee agrees to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person or organization or to use it except as necessary in the course of Employee’s employment with the Company and in accordance with the Company’s agreement with such third party.

(iv) Except in the proper performance of Employee’s duties and responsibilities, Employee agrees that Employee shall not remove, destroy, deface, damage or delete any Property of the Company. For purposes of this Agreement, the term “Property” means all property or information, in whatever form or media, and all copies thereof whether or not the original was deleted or destroyed, of the Company, including, without limitation, any Confidential Information, software, hardware, including any and all Company-issued equipment, devices, cellular telephones, PDAs, computers, laptops, hard drives, keys, access cards, access codes or passwords belonging to the Company, databases, files, records, reports, memoranda, research, plans, proposals, lists, forms, drawings, specifications, notebooks, manuals, correspondence, materials, e-mail, electronic or magnetic recordings or data, and any other physical or electronic documents that Employee receives from or sends to any employee of the Company, that Employee copies from the files or records of the Company, or that Employee otherwise has access to during Employee’s employment.

(c) No Interference. Notwithstanding any other provision of this Agreement, (i) Employee may disclose Confidential Information when required to do so by a court of competent jurisdiction, by any governmental agency having authority over Employee or the business of the Company or by any administrative body or legislative body (including a committee thereof) with jurisdiction to order Employee to divulge, disclose or make accessible such information; and (ii) nothing in this Agreement is intended to interfere with Employee’s right to (1) report possible violations of state or federal law or regulation to any governmental or law enforcement agency or entity; (2) make other disclosures that are protected under the whistleblower provisions of state or federal law or regulation; (3) file a claim or charge with the Equal Employment Opportunity Commission (“EEOC”), any state human rights commission, or any other governmental agency or entity; or (4) testify, assist, or participate in an investigation, hearing, or proceeding conducted by the EEOC, any state human rights commission, any other governmental or law enforcement agency or entity, or any court. For purposes of clarity, in making or initiating any such reports or disclosures or engaging in any of the conduct outlined in subsection (ii) above, Employee may disclose Confidential Information to the extent necessary to such governmental or law enforcement agency or entity or such court, need not seek prior authorization from the Company, and is not required to notify the Company of any such reports, disclosures or conduct.

(d) Defend Trade Secrets Act. Employee is hereby notified in accordance with the Defend Trade Secrets Act of 2016 that Employee will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If Employee files a lawsuit for retaliation against the Company for reporting a suspected violation of law, Employee may disclose the Company’s trade secrets to Employee’s attorney and use the trade secret information in the court proceeding if Employee files any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant to court order.

(e) Inventions.

(i) Prior Inventions Retained and Licensed. In Exhibit A to this Agreement, Employee has provided a list describing all Inventions (defined below) that Employee: (A) conceived, created, developed, made, reduced to practice or completed, either alone or with others, prior to Employee’s employment with the Company; (B) claims a proprietary right or interest in; and (iii) does not assign to the Company hereunder (collectively referred to as the “Prior Inventions”). If no such list is attached, Employee represents that there are no such Prior Inventions. Employee understands and agrees that the Company makes no attempt to verify Employee’s claim of ownership to any of the Prior Inventions. Employee agrees that Employee shall not incorporate in any work that Employee performs for the Company any Prior Inventions or any of the technology described in any Prior Inventions, unless otherwise agreed to in writing between Employee and the Company. Except as otherwise agreed to in writing between the Parties, if in the course of Employee’s employment with the Company, Employee incorporates Prior Inventions into a product, service, process or machine of the Company, Employee hereby grants and shall be deemed to have granted the Company a nonexclusive, royalty-free, irrevocable, sublicensable, transferable, perpetual, and worldwide license to make, have made, modify, use, import, reproduce, distribute, prepare and have prepared derivative works of, offer to sell, sell and otherwise exploit such Prior Inventions. For purposes of this Agreement, the term “Inventions” means all tangible and intangible materials, work product, information, methods, designs, computer programs, software, databases, formulas, models, prototypes, reports, discoveries, ideas, improvements, know-how, compositions of matter, processes, photographs, drawings, illustrations, sketches, developments, and all related intellectual property, including inventions, original works of authorship, moral rights, mask works, trade secrets and trademarks.

(ii) Assignment of Inventions. During Employee’s employment with the Company and following the termination of Employee’s employment for any reason, Employee agrees that Employee shall promptly make full written disclosure to the Company, shall hold in trust for the sole right and benefit of the Company, and hereby assigns and shall be deemed to have assigned to the Company or its designee, all of Employee’s right, title, and interest in and to any and all Inventions that have been or may be conceived, created, developed, completed, reduced to practice or otherwise made by Employee, solely or jointly with others, during the period of Employee’s employment with the Company which (a) relate in any manner to the Company’s business or actual or demonstrably anticipated research or development of the Company; (b) are suggested by, result from, or arise out of any work that Employee may do for or on behalf of the Company; (c) result from or arise out of any Confidential Information that may have been disclosed or otherwise made available to Employee as a result of duties assigned to Employee by the Company; or (d) are otherwise made through the use of the time, information, equipment, facilities, supplies or materials of the Company, even if developed, conceived, reduced to practice or otherwise made during other than working hours (collectively referred to as “Company Inventions”). Employee further acknowledges that all original works of authorship that are made by Employee (solely or jointly with others) within the scope of Employee’s employment with the Company and that are protectable by copyright are “Works Made for Hire,” as that term is defined in the United States Copyright Act. Employee understands and agrees that the decision whether or not to commercialize or market any Company Inventions is within the Company’s sole discretion and for the Company’s sole benefit, and that no royalty will be due to Employee as a result of the Company’s efforts to commercialize or market any such Company Innovation.

(iii) Maintenance of Records. Employee agrees to keep and maintain adequate and current hard-copy and electronic records of all Company Inventions. The records will be available to and remain the sole property of the Company during Employee’s employment with the Company and at all times thereafter.

(iv) Patent and Copyright Registrations. Employee agrees to assist the Company or its designee, at the Company’s expense, in every proper way to secure the Company’s rights in Company Inventions in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments, affidavits, and all other instruments which the Company shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to the Company and/or its successors, assigns and nominees, the sole and exclusive rights, title and interest in and to such Company Inventions. Employee further agrees that Employee’s obligation to execute or cause to be executed, when it is in Employee’s power to do so, any such instrument or papers shall continue after the termination of this Agreement. Employee hereby appoints Management as Employee’s attorney-in-fact to execute documents on Employee’s behalf for this purpose. Employee agrees that this appointment is coupled with an interest and will not be revocable.

(f) Return of Company Property. Upon request by the Company or upon the termination of Employee’s employment for any reason, Employee shall immediately return and deliver to the Company any and all Property, including, without limitation, Confidential Information, software, hardware, including any and all Company-issued equipment, devices, cellular telephones, PDAs, computers, laptops, hard drives, keys, access cards, access codes or passwords, databases, files, documents, records, reports, memoranda, research, plans, proposals, lists, papers, books, forms, drawings, specifications, notebooks, manuals, correspondence, materials, e-mail, electronic or magnetic recordings or data, including all copies thereof (in electronic or hard copy format), which belong to the Company or which relate to the Company’s business and which are in Employee’s possession, custody or control, whether prepared by Employee or others. Employee further agrees that after Employee provides such Property to the Company, Employee will immediately destroy any information or documents, including, without limitation, any analyses, compilations, studies or other documents, whether prepared by Employee or others, containing or reflecting any Confidential Information or relating to the business of the Company from any computer, cellular phone or other digital or electronic device in Employee’s possession, custody or control, and Employee shall certify such destruction in writing to the Company. Upon request by the Company, Employee shall provide such computer, cellular phone or other digital or electronic device to the Company or the Company’s designee for inspection to confirm that such information and documents have been destroyed. If at any time after the termination of Employee’s employment for any reason, Employee or the Company determines that Employee has any Property in Employee’s possession or control, Employee shall immediately return all such Property in Employee’s possession or control, including all copies and portions thereof, to the Company.

2. Restrictive Covenants. In consideration for (i) the Company’s promise to provide Confidential Information to Employee; (ii) the substantial economic investment made by the Company in the Confidential Information and goodwill of the Company, and/or the business opportunities disclosed or entrusted to Employee; (iii) access to the customers and suppliers of the Company; and (iv) the Company’s employment of Employee and the compensation and other benefits provided by the Company to Employee, to protect the Confidential Information and goodwill of the Company, Employee agrees to the following restrictive covenants.

(a) Non-Competition. During Employee’s employment with the Company and for a period of twelve (12) months after Employee’s employment terminates for any reason (the “Restricted Period”), other than in connection with Employee’s duties for the Company, Employee shall not, directly or indirectly, either individually or as a principal, partner, stockholder, manager, agent, consultant, contractor, distributor, employee, lender, investor, or as a director or officer of any corporation or association, or in any other manner or capacity whatsoever, (i) control, manage, operate, establish, take steps to establish, lend money to, invest in, solicit investors for, or otherwise provide capital to, or (ii) become employed by, join, perform services for, consult for, do business with or otherwise engage in any Competing Business (defined below) within the Restricted Area (defined below). For purposes of this Agreement, the term “Competing Business” means any business, individual, partnership, firm, corporation or other entity that is competing or that is preparing to compete with any aspect of the Company’s business. For purposes of this Agreement, based on Employee’s position and access to the Company’s Confidential Information, the term “Restricted Area” means (i) the United States; (ii) any geographical area or territory outside the United States where the Company sells or markets its products; (iii) any geographical area or territory in the United States or internationally where the Company operates and for or within which Employee performed any services for the Company; (iv) any geographical area or territory in the United States or internationally where the Company sells or markets its products and for which Employee had any responsibility; and (v) any other geographical area or territory about which Employee received Confidential Information during the last twenty-four (24) months of Employee’s employment with the Company.

(b) Non-Solicitation of Customers. Employee agrees that during the Restricted Period, other than in connection with Employee’s duties for the Company, Employee shall not use, directly or indirectly, either as a principal, manager, agent, employee, consultant, officer, director, stockholder, partner, investor or lender or in any other capacity, and whether personally or through other persons, solicit business from, interfere with, or induce to curtail or cancel any business or contracts with the Company, or attempt to solicit business with, interfere with, or induce to curtail or cancel any business or contracts with the Company, or do business with any actual or prospective customer or supplier of the Company with whom the Company did business or who the Company solicited within the preceding twenty-four (24) months, and who or which: (1) Employee contacted, called on, serviced or did business with during Employee’s employment with the Company; (2) Employee learned of as a result of Employee’s employment with the Company; or (3) about whom Employee received Confidential Information. This restriction applies only to business which is in the scope of services or products provided by the Company.

(c) Non-Recruitment. To the extent permitted by law, Employee agrees that during the Restricted Period, other than in connection with Employee’s duties for the Company, Employee shall not, on behalf of Employee or on behalf of any other person or entity, directly or indirectly, hire, solicit or recruit, or attempt to hire, solicit or recruit, or encourage to leave or otherwise cease his/her employment or engagement with the Company, any individual who is an employee or independent contractor of the Company or who was an employee or independent contractor of the Company within the twelve (12) month period prior to Employee’s separation from employment with the Company.

(d) Non-Disparagement. Employee agrees that the Company’s goodwill and reputation are assets of great value to the Company, which have been obtained and maintained through great costs, time and effort. Therefore, Employee agrees that during Employee’s employment and after the termination of Employee’s employment, Employee shall not make, publish or otherwise transmit any false statements, whether written or oral, regarding the Company and its officers, directors, executives, employees, contractors, consultants, products, programs, studies, business or business practices. The Company agrees that during Employee’s employment and after the termination of Employee’s employment, the Company shall not make, publish or otherwise transmit any false statements, whether written or oral, regarding the Employee whether written or oral, regarding the Employee’s and its officers, directors, executives, employees, contractors, consultants, products, programs, studies, business or business practices. A violation or threatened violation of this Section 2(d) may be enjoined by the courts. The rights afforded the Company and Employee under this provision are in addition to any and all rights and remedies otherwise afforded by law. Nothing in this Section 2(d) restricts or prevents Employee from providing truthful testimony as required by court order or other legal process or is intended to interfere with Employee’s right to engage in the conduct outlined in Section 1(c).

(e) Tolling. If Employee violates any of the covenants contained in this Section 2, the Restricted Period applicable to such covenant(s) shall be suspended and shall not run in favor of Employee from the time of the commencement of such violation until the time that Employee cures the violation to the satisfaction of the Company; the period of time in which Employee is in breach shall be added to the Restricted Period applicable to such covenant(s).

(f) Reasonableness. Employee hereby represents to the Company that Employee has read and understands, and agrees to be bound by, the terms of Section 1 and Section 2. Employee understands that the covenants in Section 2 may limit Employee’s ability to engage in certain businesses anywhere in or involving the Restricted Area during the Restricted Period, but Employee acknowledges that Employee shall receive Confidential Information, as well as sufficiently high remuneration and other benefits as an employee of the Company to justify such restrictions. Employee acknowledges that the geographic scope and duration of the restrictions and covenants contained in Section 1 and Section 2 are fair and reasonable in light of (i) the nature and wide geographic scope of the operations of the Company’s business; (ii) Employee’s level of control over and contact with the business in the Restricted Area; and (iii) the amount of compensation and Confidential Information (including, without limitation, trade secrets) that Employee is receiving in connection with Employee’s employment with the Company. It is the desire and intent of the Parties that the provisions of Section 1 and Section 2 be enforced to the fullest extent permitted under applicable law, whether now or hereafter in effect and therefore, to the extent permitted by applicable law, Employee and the Company hereby waive any provision of applicable law that would render any provision of Section 1 and/or Section 2 invalid or unenforceable.

3. Remedies. Employee acknowledges that the restrictions and covenants contained in Section 1 and Section 2, in view of the nature of the Company’s business and Employee’s position with the Company, are reasonable and necessary to protect the Company’s legitimate business interests, goodwill and reputation, and that any violation of Section 1 or Section 2 would result in irreparable injury and continuing damage to the Company, and that money damages would not be a sufficient remedy to the Company for any such breach or threatened breach. Therefore, Employee agrees that the Company shall be entitled to a temporary restraining order and injunctive relief restraining Employee from the commission of any breach or threatened breach of Section 1 and/or Section 2, without the necessity of establishing irreparable harm or the posting of a bond, and to recover from Employee damages incurred by the Company as a result of the breach, as well as the Company’s attorneys’ fees, costs and expenses related to any breach or threatened breach of this Agreement and enforcement of this Agreement. Nothing contained in this Agreement shall be construed as prohibiting the Company from pursuing any other remedies available to it for any breach or threatened breach, including, without limitation, the recovery of money damages, attorneys’ fees, and costs. The existence of any claim or cause of action by Employee against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the restrictions or covenants contained in Section 1 or Section 2, or preclude injunctive relief.

4. No Previous Restrictive Agreements. Employee represents that, except as disclosed to the Company in writing, Employee is not bound by the terms of any agreement with any previous employer or other party to refrain from using or disclosing any confidential, proprietary or trade secret information in the course of Employee’s employment with the Company or that contains any non-competition, non-solicitation and/or non-recruitment obligations. Employee further represents that the performance of Employee’s job duties for the Company does not and will not violate or breach any agreement with any previous employer or other party, or any legal obligation that Employee may owe to any previous employer or other party, including, without limitation, any non-disclosure, non-competition, non-solicitation and/or non-recruitment obligations. Employee shall not disclose to the Company or induce the Company to use any confidential, proprietary or trade secret information belonging to any previous employer or others.

5. Business Opportunities. Employee, without further compensation, assigns and agrees to assign to the Company and its successors, assigns or designees, all of Employee’s right, title and interest in and to all Business Opportunities (defined below), and further acknowledges and agrees that all Business Opportunities constitute the exclusive property of the Company. Employee shall present all Business Opportunities to a Director of the Company, and shall not exploit a Business Opportunity. For purposes of this Agreement, “Business Opportunities” means all business ideas, prospects, or proposals pertaining to any aspect of the Company’s business and any business the Company prepared to conduct or contemplated conducting during Employee’s employment with the Company, which are developed by Employee or originated by any third party and brought to the attention of Employee, together with information relating thereto. For the avoidance of doubt, this Section 5 is not intended to limit or narrow Employee’s duties or obligations under federal or state law with respect to corporate opportunities.

6. Conflicting Activities. Employee agrees that, during Employee’s employment with the Company, Employee shall not engage in any employment, consulting relationship, business or other activity that: (i) is in any way competitive with the business or proposed business of the Company; (ii) conflicts with Employee’s duty of loyalty, responsibilities or obligations to the Company; or (iii) adversely affects the performance of Employee’s job duties and responsibilities with the Company. Employee agrees to not assist any other person or organization in competing with the Company or in preparing to engage in competition with the business or proposed business of the Company.

7. Breach. Employee acknowledges that Employee is subject to immediate dismissal by the Company for any breach of this Agreement and that such a dismissal will not relieve Employee from any continuing obligations under this Agreement or from the imposition by a court of any judicial remedies, including, without limitation, money damages and/or injunctive relief for such breach.

8. Notice. If Employee, in the future, seeks or is offered employment, or any other position or capacity with another company, entity or person, Employee agrees to inform each such company, entity or person of the existence of the restrictions in Section 1 and Section 2. The Company shall be entitled to advise such company, entity or person and third parties, including, without limitation, actual or potential customers, of the provisions of Section 1 and Section 2 and to otherwise deal with such company, entity, person or third party to ensure that the provisions of Section 1 and Section 2 are enforced and duly discharged.

9. Reformation. The Company and Employee agree that in the event any of the terms, provisions, covenants or restrictions contained in this Agreement, or any part thereof, shall be held by any court of competent jurisdiction to be effective in any particular area or jurisdiction only if said term, provision, covenant or restriction is modified to limit its duration or scope, then the court shall have such authority to so reform the term, provision, covenant or restriction and the Parties hereto shall consider such term, provision, covenant or restriction to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of any such court and, as to all other jurisdictions, the term, provision, covenant or restriction contained herein shall remain in full force and effect as originally written. By agreeing to this contractual modification prospectively at this time, the Company and Employee intend to make Section 1 and Section 2 enforceable under the law or laws of all applicable jurisdictions so that the restrictive covenants in their entirety and this Agreement as prospectively modified shall remain in full force and effect and shall not be rendered void or illegal.

10. Severability. In the event any court of competent jurisdiction or any foreign, federal, state, county or local government or any other governmental regulatory or administrative agency or authority holds any provision of this Agreement to be invalid, illegal or unenforceable, such invalid, illegal or unenforceable portion(s) shall be limited or excluded from this Agreement to the minimum extent required, and the remaining provisions shall not be affected or invalidated and shall remain in full force and effect.

11. Binding Effect of Agreement and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, successors, legal representatives and permitted assigns. Employee may not assign this Agreement to a third party. The Company may assign its rights, together with its obligations hereunder, to any affiliate and/or subsidiary of the Company or any successor thereto or any purchaser of substantially all of the assets of the Company, without Employee’s consent and without advance notice.

12. Survival. Employee agrees that Employee’s obligations under this Agreement shall continue in effect after the termination of Employee’s employment, regardless of the reason(s) for termination, and whether such termination is voluntary or involuntary, except as may otherwise be set forth in Employee’s employment agreement with the Company.

13. Affiliates. For the purposes of this Agreement, any references to the Company shall be interpreted as broadly as possible and include, without limitation, any predecessors, successors, and parents, subsidiaries, and affiliates of the Company, and any other corporation, limited liability company, partnership, firm, joint venture, association, joint-stock company, trust, unincorporated organization, governmental body or other entity directly or indirectly through one or more intermediaries, is controlled by, or is under common control with, the Company. The Parties agree that such affiliates, including without limitation Cryptyde, Inc. and its affiliates, are intended third-party beneficiaries of this Agreement and may enforce the terms of this Agreement as if each were a party to this Agreement.

14. Reserved.

15. Waiver. The failure of either Party to insist in any one or more instances upon performance of any terms or conditions of this Agreement shall not be construed as a waiver of future performance of any such term, covenant or condition, but the obligations of either Party with respect thereto shall continue in full force and effect. No waiver of any breach of this Agreement shall be construed to be a waiver as to succeeding breaches and no waiver of any provisions of this Agreement shall constitute a waiver of any other provision of this Agreement. The breach by one party to this Agreement shall not preclude equitable relief, injunctive relief or the obligations in Section 1 or Section 2.

16. Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof, and fully supersedes any and all prior and contemporaneous agreements, understandings and/or representations between the Parties, whether oral or written, pertaining to the subject matter of this Agreement; provided, however, Employee’s obligations under this Agreement are in addition to Employee’s obligations under any applicable law or regulation, any offer letter or agreement, and the Company’s policies and procedures. No oral statements or prior written material not specifically incorporated in this Agreement shall be of any force and effect, and no changes in or additions to this Agreement shall be recognized, unless incorporated in this Agreement by written amendment, such amendment to become effective on the date stipulated in it. Any amendment to this Agreement must be signed by all parties to this Agreement.

17. Disclaimer of Reliance. Except for the specific representations expressly made by the Company in this Agreement, Employee specifically disclaims that Employee is relying upon or has relied upon any communications, promises, statements, inducements, or representation(s) that may have been made, oral or written, regarding the subject matter of this Agreement. Employee represents that Employee relied solely and only on Employee’s own judgment in making the decision to enter into this Agreement.

18. Controlling Law and Venue. This Agreement shall be governed by and construed under the laws of the State of Florida, without regard to any applicable conflict of law or choice of law rules. Venue of any litigation arising from this Agreement or Employee’s employment with the Company shall be in the federal and state courts of competent jurisdiction in the State of Florida for any dispute relating to or arising out of this Agreement or Employee’s employment, and agrees that Employee shall not challenge personal jurisdiction in such courts. Employee waives any objection that Employee may now or hereafter have to the venue or jurisdiction of any proceeding in such courts or that any such proceeding was brought in an inconvenient forum (and agrees not to plead or claim the same).

19. Voluntary Agreement. Employee acknowledges that Employee has read and understands this Agreement, and as signified by Employee’s signature hereto, Employee is voluntarily executing the same.

20. Execution in Multiple Counterparts. This Agreement may be executed in multiple counterparts, whether or not all signatories appear on these counterparts, and each counterpart shall be deemed an original for all purposes.

{Signature Page Follows}

The signatures below indicate that the Parties have read, understand and will comply with this Agreement.

EXHIBIT A

to Employee Confidential Disclosure, Invention Assignment,

Non-Competition, Non-Solicitation and Non-Interference

Agreement

LIST OF PRIOR Inventions

____ No Inventions

____ Additional Sheets Attached

 CONFIDENTIALITY, NON-SOLICITATION

AND ASSIGNMENT OF RIGHTS AGREEMENT (12)

Exhibit 10.3

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of September 27, 2022 and is entered into by and between Brett Vroman the “Executive”) and Cryptyde, Inc., a Delaware limited liability company (the “Company”). The Company and the Executive shall be referred to herein as the “Parties.”

RECITALS

Whereas, the Company desires to employ the Executive as its Chief Financial Officer and the Executive desires to be employed by the Company as its Chief Financial Officer;

Whereas, the Company and the Executive desire to set forth in writing the terms and conditions of their agreement and understandings with respect to the employment of the Executive as its Chief Financial Officer; and

Whereas, the Company hereby employs the Executive, and the Executive hereby accepts employment with the Company for the period and upon the terms and conditions contained in this Agreement.

Now, Therefore, in consideration of the mutual promises and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties hereby agree as follows:

ARTICLE I.

Services to be Provided by Executive

A. Position and Responsibilities. The Executive shall be employed and serve as the Chief Financial Officer of the Company (“Cryptyde”). The Executive shall report to the Chief Executive Officer of the Company (“CEO”) or as may be determined by the Board of Directors of the Company (the “Board”). The Executive shall have such duties, authority and responsibilities commensurate with the Executive’s title and function of such office, and as the CEO and/or Board may reasonably require of the Executive from time to time. The Company shall not change the Executive’s title and/or reporting line without the Executive’s prior written consent and any such change shall be subject to Article III Section B.(ii) below. The Executive acknowledges and agrees that the Executive shall observe and comply with all of the Company’s Policies and Procedures, which may change from time to time, including, but limited to, the Employee Handbook and other onboarding documents.

B. Performance. During the Executive’s employment with the Company, the Executive shall devote on a full-time basis all of the Executive’s time, energy, skill and reasonable best efforts to the performance of the Executive’s duties hereunder in a manner that will faithfully and diligently further the business and interests of the Company, and shall exercise reasonable best efforts to perform the Executive’s duties in a diligent, trustworthy, good faith and business-like manner, all for the purpose of advancing the business of the Company. The Executive shall at all times act in a manner consistent with the Executive’s position. During the Executive’s employment, the Executive shall not engage in any other non-Company competitive business activities of any nature whatsoever. Notwithstanding anything contained herein to the contrary, nothing contained herein or under law shall be construed as preventing the Executive from: (i) investing the Executive’s personal assets in such form or manner as will not result in a violation of his covenants under this Section or Article I.C hereof and Article C hereof (ii) engaging (whether or not during normal business hours) in any other professional, civic, or philanthropic activities provided that Executive’s engagement does not result in a violation of Executive covenants under this Section or Article I.C hereof or (iii) accepting appointments to the boards of directors of other companies provided that the Board approves of such appointments (such approval not to be unreasonably conditioned, withheld or delayed) and Executive’s performance of his duties on such boards does not result in a violation of his covenants under this Section or Article I.C hereof.

C. Restrictive Covenants. The Executive’s employment is conditioned on the execution of and compliance with the Employee Confidential Disclosure, Invention Assignment, Non-Competition, Non-Solicitation and Non-Interference Agreement attached hereto as Attachment A, which the Executive must sign on or before the Executive’s first day of employment.

D. Place of Performance. Unless otherwise agreed by the parties, the principal place of the Executive’s employment shall be Executive’s home office; provided that, the Executive may be required to travel on Company business during the Term of Employment. Executive may work remotely from the Executive’s primary residence so long as doing so does not materially interfere with the Executive’s responsibilities under this Agreement; provided that, subject to any health or safety concerns related to the COVID-19 pandemic or other similar extraordinary circumstances, the Executive may be required to travel to and spend on average 5 days per month in the Company’s principal office currently located in Safety Harbor, FL; provided further that, the Company shall reimburse the Executive for all reasonable out-of-pocket expenses actually incurred by him or her in connection with such travel requirements in accordance with this Section and Article II.E below.

ARTICLE II.

Compensation for SErvices

As compensation for all services the Executive will perform under this Agreement, the Company will pay the Executive, and the Executive shall accept as full compensation, the following:

A. Base Salary. The Company shall pay the Executive an annual salary of $292,000, less applicable payroll deductions and tax withholdings (the “Base Salary”) for all services rendered by the Executive under this Agreement. The Company shall pay the Base Salary in accordance with the normal payroll policies of the Company. The Base Salary will be increased on January 1 of each calendar year by 5% per annum (which figure shall act as a surrogate for the service cost of living increases) over the then-existing Base Salary.

B. Equity Awards. In consideration of the Executive entering into this Agreement and as an inducement to join the Company, on or as soon as administratively practical after the Effective Date (as defined below), and to be repeated annually on the anniversary of the signing of this agreement, the Company, subject to approval by the Board, will grant the Executive hereunder by 180,000 restricted stock units (“Initial RSUs”), convertible into shares of Cryptyde, Inc. common stock (“Cryptyde Shares”), which shall be immediately vested and subject to the terms and conditions of the Cryptyde, Inc. 2022 Long-Term Incentive Plan (the “Incentive Plan”). For each calendar year following the calendar year in which the Effective Date occurs and during the Term of Employment, the Executive shall receive an annual equity award of no less than 180,000 Cryptyde Shares, per year, which shall be immediately vested and subject to the terms and conditions of the Incentive Plan or any successor plan.

C. Cash Bonus. For each calendar year during employment, the Executive shall be eligible to receive an annual bonus (the “Bonus”), less applicable payroll deductions and tax withholdings, based on the achievement of the Company’s annual performance goals and the Executive’s annual target performance milestones, set forth below, as determined by the Audit Committee and the Board:

Except as otherwise provided herein, any Bonus payable to the Executive shall be paid to him or her by March 15th of the calendar year following the calendar year to which such Bonus relates, provided that the Executive was employed by the Company as of the last day of the applicable calendar year. The awarding of bonuses, if any, shall be determined reasonably and in good faith by the Company’s Board. For the period beginning on the Effective Date and ending on the last day of the applicable calendar year, the Executive shall be eligible to receive a prorated Bonus (calculated as the Bonus that would have been paid for the entire calendar year multiplied by a fraction, the numerator of which is equal to the number of days the Executive worked in the applicable calendar year, and the denominator of which is equal to the total number of days in such year).

The maximum annual Cash Bonus is 100% of the Base Salary.

D. Stock Bonus. The Executive shall be entitled to receive additional Cryptyde Shares contingent upon the satisfaction of any of the milestone events set forth below. All rights applicable to the issuance of Cryptyde Shares under this Article II.D shall be determined by a review of the Company’s audited financial statements, and subject to the terms and conditions of the Incentive Plan and the Cryptyde, Inc. form of restricted stock unit agreement.

(i) Corporate Growth Bonus. The Executive shall be eligible to receive a bonus upon the satisfaction of any of the following growth achievements that the Company consummates (a “Corporate Growth”), based on a review of the Company’s audited financial statements, during the Term of Employment (as defined below) and subject to the approval of the Board (the “Corporate Growth Bonus”), in Cryptyde Shares. Except as otherwise provided herein, any Company Growth Bonus payable to the Executive shall be paid to the Executive within thirty (30) days after the applicable SEC filing by Cryptyde, Inc. (“Cryptyde”), but in no event later than December 31 of such year, following the time period to which such Company Corporate Growth Bonus relates, provided that the Agreement is in effect and the Executive was employed by the Company as of the last day of the applicable calendar year.

a) The Executive shall be eligible to receive a one-time bonus of 90,000 Cryptyde Shares for Corporate Revenue Growth that increases the Company’s 12 month trailing gross revenues (the “Annualized Gross Revenues”) by at least $15,000,000, provided that the Executive’s first market capitalization bonus is achieved pre or post- Corporate Growth. (the “Company’s Market Cap Threshold”).

b) The Executive shall be eligible to receive a one-time bonus of 450,000 Cryptyde Shares for Corporate Growth that increases the Company’s Annualized Gross Revenues by at least $25,000,000, provided that the Company’s Market Cap Threshold is achieved.

c) The Executive shall be eligible to receive a one-time bonus of 450,000 Cryptyde Shares for a Corporate Growth that increases the Company’s Annualized Gross Revenues by at least $50,000,000, provided that the Company’s Market Cap Threshold is achieved.

(ii) Company Positive Cash Flow Milestone. The Executive shall be eligible to receive a one-time bonus of 180,000 Cryptyde Shares in the event that the Company achieves a positive cash flow, based on a review of the Company’s audited financial statements, during the Term of Employment, for any quarter, and subject to the review of the Board (the “Positive Cash Flow Bonus”). Except as otherwise provided herein, any Positive Cash Flow Bonus payable to the Executive shall be paid to the Executive within 30 days after the applicable SEC filing by Cryptyde., but in no event later than December 31 of such year, following the time period to which such Positive Cash Flow Bonus relates, provided that the Agreement is in effect and the Executive was employed by the Company as of the last day of the applicable calendar year.

(iii) Cryptyde Market Capitalization Milestones. The Executive shall receive a bonus upon the satisfaction of any of the following market capitalization milestones, based on a review of the Company’s audited financial statements, during the Term of Employment (as defined below) (the “Market Cap Bonus”) and subject to the approval by the Board, in Cryptyde Shares. Except as otherwise provided herein, any Market Cap Bonus payable to the Executive shall be paid to the Executive within 30 days after the applicable SEC filing by Cryptyde, but in no event later than December 31 of such year, following the time period to which such Market Cap Bonus relates, provided that this Agreement is in effect and the Executive was employed by the Company as of the last day of the applicable trading day period to which such Market Cap Bonus was achieved.

a) The Executive shall be eligible to receive a one-time bonus of 250,000 Cryptyde Shares, in the event that Cryptyde’s market capitalization is greater than 3 times the value at the time of signing provided that such increase is sustained for a period of at least 3 consecutive trading days.

b) The Executive shall be eligible to receive an additional one-time bonus of 450,000 Cryptyde Shares, in the event that Cryptyde’s market capitalization is equal to or greater than 5 times the value at the time of signing provided that such increase is sustained for a period of at least 3 consecutive trading days.

c) The Executive shall be eligible to receive an additional one-time bonus of 900,000 Cryptyde Shares, in the event that Cryptyde’s market capitalization is greater than 7 times the value at the time of signing provided that such increase is sustained for a period of at least 3 consecutive trading days.

d) The Executive shall be eligible to receive additional bonuses of 135,000 Cryptyde Shares for each 2 times increase in Cryptyde’s market capitalization over the previously stated bonus, provided that such increase is sustained for a period of at least 3 consecutive trading days.

E. Other Bonuses/Compensation. Based on the individual performance of the Executive and/or of the Company, the Company’s Compensation Committee and Board of Directors may award to the Executive additional compensation in their sole and complete discretion.

F. Performance-Enhancing Items The Executive shall be entitled to receive from the Company (i) an annual car allowance up to ten thousand dollars ($10,000) per annum, and (ii) an annual reimbursement for home office expenses, up to twenty-five hundred dollars ($2,500) per annum. To the extent that such reimbursement is deemed to be includable in the Executive’s gross income and taxable, then the Company shall, on or before June 1 of the year after the payment is made, pay to the Executive the Tax Effect (as defined herein) of such sum. To the extent that any and all such reimbursements or payments by the Company are includable in Executive’s gross income and taxable, then the Company shall, on or before June 1 of the year after the payment is made, reimburse the Executive for such taxes.

G. Expenses. The Company agrees that, during the Executive’s employment, it will reimburse the Executive for out-of-pocket expenses reasonably incurred in connection with the Executive’s performance of the Executive’s services hereunder, including first class air travel for flights of 3 hours or more, quality hotels and rental cars, entertainment and similar executive expenditures, upon the presentation by the Executive of an itemized accounting of such expenditures, with supporting receipts in compliance with the Company’s expense reimbursement policies. Reimbursement shall be in compliance with the Company’s expense reimbursement policies.

H. Paid Time Off. The Executive shall be entitled to four (4) weeks of paid vacation and five (5) paid personal days per calendar year (collectively, the “Paid Time Off”), to be taken in such amounts and at such times as shall be mutually convenient for the Executive and the Company. Any Paid Time Off not taken by Executive in one year shall be carried forward to subsequent years. If all such Paid Time Off is not taken by the Executive before the termination of this Agreement, the Executive shall be entitled to receive a payout of accrued, unused Paid Time Off upon termination (for any reason), less applicable payroll deductions and tax withholdings. The Executive shall also be entitled to any paid holidays as designated by the Company.

I. Health and Other Medical. The Executive shall be eligible to participate in all health, medical, dental, and life insurance employee benefits as are available from time to time to other executive employees (and their families) of the Company (to the extent the Executive is eligible under the general provisions thereof), Cryptyde, including a Life Insurance Plan, Medical and Dental Insurance Plan, and a Long Term Disability Plan (the “Plans”), as such Plans may be modified, amended, terminated, or adopted from time to time by the Company in its sole discretion. The Company shall pay all premiums with respect to such Plans. To the extent that any and all such reimbursements or payments by the Company are includable in Executive’s gross income and taxable, then the Company shall, on or before June 1 of the year after the payment is made, reimburse the Executive for such taxes.

J. Savings Plan. The Executive will be eligible to enroll and participate and be immediately vested in (to the extent legally possible and in accordance with existing Company benefit plans), all Company savings and retirement plans, including any 401(k) plans.

K. Directors and Officers Liability Insurance. The Company will provide liability insurance coverage protecting the Executive and the Executive’s estate, to the extent permitted by law against suits by fellow employees, shareholders and third parties and criminal and regulatory investigations arising out of any alleged act or omission occurring with the course and scope of the Executive’s employment with the Company. Such insurance will be in an amount not less than five million dollars ($5,000,000).

L. Financial Planning. The Company shall reimburse the Executive for all legal, and accounting costs, fees, and expenses incurred each year by the Executive in connection with (a) income tax preparation and (b) estate planning, provided that the aggregate annual expenses to be reimbursed shall not exceed Twenty Thousand Dollars ($20,000). To the extent that any and all such reimbursements or payments by the Company are includable in Executive’s gross income and taxable, then the Company shall, on or before June 1 of the year after the payment is made, reimburse the Executive for such taxes.

ARTICLE III.

Term; Termination

A. Term of Employment. The Agreement’s stated term and employment relationship created hereunder will begin on September 27, 2022 (the “Effective Date”) and will remain in effect for two (2) years, unless earlier terminated in accordance with this Article III (the “Initial Employment Term”). This Agreement shall be automatically renewed for successive one (1) year terms after the Initial Employment Term (each one-year period, a “Renewal Term” and the Initial Employment Term and Renewal Term are collectively referred to as the “Term of Employment”), unless either party sends written notice to the other party, not more than two-hundred seventy (270) days and not less than sixty (60) days before the end of the then-existing Term of Employment, of such party’s desire to terminate this Agreement at the end of the then-existing Term of Employment, in which case this Agreement will terminate at the end of the then-existing Term of Employment, or unless earlier terminated in accordance with this Article III. The Executive will serve the Company during the Term of Employment.

B. Termination. Upon termination of the Executive’s employment, the Company shall pay the Executive (i) any unpaid Base Salary accrued through the date of termination, (ii) any accrued and unpaid vacation, paid time off or similar pay to which the Executive is entitled as a matter of law or Company policy, and (iii) any unreimbursed expenses properly incurred prior to the date of termination (the “Accrued Obligations”). Any outstanding stock option or other stock awards held by the Executive as of the date of termination shall be subject to the terms of the applicable award agreements.

(i) Expiration of the Agreement; Termination for Cause, Voluntary Resignation, or as a Result of Death or Disability. In the event the Executive voluntarily resigns without Good Reason (defined below), the Company may, in its sole discretion, shorten the notice period and determine the date of termination without any obligation to pay the Executive any additional compensation other than the Accrued Obligations and without triggering a termination of the Executive’s employment without Cause (as defined below). In the event the Agreement expires, the Company terminates the Executive’s employment for Cause or the Executive voluntarily resigns without Good Reason, or as a result of the Executive’s Disability (defined below) or death, the Company shall have no further liability or obligation to the Executive under this Agreement. The Accrued Obligations shall be payable in a lump sum within the time period required by applicable law, and in no event later than thirty (30) days following termination of employment. For purposes of this Agreement, “Cause” means termination because of: (a) an act or acts of fraud or gross negligence by the Executive in the performance of his duties as an employee of the Company causing demonstrable and material injury to the Company, provided that the Company has given written notice describing in detail the act of gross negligence asserted and which act, if capable of being cured, as reasonably determined by the Company, has not been cured within sixty (60) days after such notice or such longer period of time if Executive proceeds with due diligence not later than ten (10) days after such notice to cure such act; (b) Embezzlement by the Executive of funds or property of the Company; and (c) a willful and material breach by the Executive of any material obligation of this Agreement or any other agreement to which the Executive and the Company (and/or any affiliate) are parties, causing demonstrable and material injury to the Company, following, if curable, written notice by the Company to the Executive which shall specify in reasonable detail the circumstances and breach asserted, and there shall be no Cause with respect to any such circumstances if cured by the Executive within sixty (60) days after such notice or such longer period of time if the Executive proceeds with due diligence not later than ten (10) days after such notice to cure such breach; provided, however, that termination of the Executive’s employment shall not be deemed to be for Cause unless and until the Company delivers to Executive a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the Board (after reasonable written notice is provided to the Executive and the Executive is given an opportunity, together with counsel, to be heard before the Board), finding that the Executive has engaged in the conduct described in any of (a)-(c) above. For purposes of this Agreement, “Disability” means termination as a result of the Executive’s incapacity or inability, the Executive’s failure to have performed Executive’s duties and responsibilities as contemplated herein for one hundred eighty (180) business days or more within any one (1) year period (cumulative or consecutive), because the Executive’s physical or mental health has become so impaired as to make it impossible or impractical for the Executive to perform the duties and responsibilities contemplated hereunder, with or without reasonable accommodation.

(ii) Termination Without Cause, for a Resignation for Good Reason, or for Resignation for a Change in Control. In the event the Executive’s employment is terminated by the Company without Cause, by the Executive for Good Reason, or by the Executive due to a Change in Control, the Executive shall receive the following, subject to the execution and timely return by the Executive of a release of claims in the form to be delivered by the Company, which release shall, by its terms, be irrevocable no later than the sixtieth (60^th) day following the termination of employment: (a) the Accrued Obligations, payable in a lump sum within the time period required by applicable law, and in no event later than thirty (30) days following termination of employment; (b) severance pay in an amount equal to the Executive’s Base Salary as of the date of termination for twenty-four (24) months, payable in a lump sum immediately following the effective date of the release of claims (further, provided that if the time period for execution and revocation of the release of claims begins in one taxable year and ends in a second year, no installments shall be made until the second taxable year); (c) full vesting of any earned or outstanding awards of Cryptyde Shares; and (d) reimbursement of the Executive during the remaining Term of Employment of the premiums associated with Executive’s continuation of health insurance for the Executive and the Executive’s family pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”), provided the Executive timely elects and is eligible to continue to receive COBRA benefits (less all applicable tax withholdings), payable in accordance with the Company’s normal expense reimbursement policy.

For purposes of this Agreement, “Good Reason” means termination because of a (x) material breach by the Company of this Agreement; or (y) diminution in the Executive’s authority, duties, or responsibilities or any other agreement to which the Executive and the Company (and/or any affiliate) are parties; or (z) a reduction in Executive’s Base Salary, or a reduction or adverse change in Executive’s cash or stock bonus opportunities, including a reduction or adverse change in Executive’s eligibility to achieve and/or receive any such cash or stock bonuses; (aa) an adverse change in the Executive’s title, authority, duties, or responsibilities (other than temporarily while Executive is physically or mentally incapacitated or as required by applicable law). In such event, the Executive shall give the Company written notice thereof which shall specify in reasonable detail the circumstances constituting Good Reason, and there shall be no Good Reason with respect to any such circumstances if cured by the Company within thirty (30) days after such notice.

For purposes of this Agreement, “Change in Control” means any of the following: (i) sale or exchange of all or substantially all of the assets of the Company, (ii) a merger or consolidation involving the Company where the Company is not the survivor in such merger or consolidation (or the entity ultimately owning or controlling such entity), (iii) a liquidation, winding up, or dissolution of the Company or (iv) an assignment for the benefit of creditors, foreclosure sale, voluntary filing of a petition under the Bankruptcy Reform Act of 1978, or an involuntary filing under such act which filing is not stayed or dismissed within forty-five (45) days of filing. Notwithstanding the foregoing, in the event that any amounts or benefits are payable hereunder in connection with a Change in Control constitute “non-qualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), then an event shall not constitute a Change in Control for purposes of this Agreement unless it also constitutes a change in the ownership or effective control of the Company under Section 409A of the Code.

ARTICLE IV.

Miscellaneous Provisions

A. Governing Law. The Parties agree that the Agreement shall be governed by and construed under the internal laws of the State of Florida. In the event of any dispute regarding this Agreement, the Parties hereby irrevocably agree to submit to the exclusive jurisdiction of the federal and state courts situated in Florida, and the Executive agrees that the Executive shall not challenge personal or subject matter jurisdiction in such courts. The Parties also hereby waive any right to trial by jury in connection with any litigation or disputes under or in connection with this Agreement.

B. Headings. The paragraph headings contained in this Agreement are for convenience only and shall in no way or manner be construed as a part of this Agreement.

C. Severability. In the event that any court of competent jurisdiction holds any provision in this Agreement to be invalid, illegal or unenforceable in any respect, the remaining provisions shall not be affected or invalidated and shall remain in full force and effect.

D. Reformation. In the event any court of competent jurisdiction holds any restriction in this Agreement to be unreasonable and/or unenforceable as written, the court may reform this Agreement to make it enforceable, and this Agreement shall remain in full force and effect as reformed by the court.

E. Entire Agreement. This Agreement constitutes the entire agreement between the Parties, and fully supersedes any and all prior agreements, understanding or representations between the Parties pertaining to or concerning the subject matter of this Agreement, including, without limitation, the Executive’s employment with the Company. No oral statements or prior written material not specifically incorporated in this Agreement shall be of any force and effect, and no changes in or additions to this Agreement shall be recognized, unless incorporated in this Agreement by written amendment, such amendment to become effective on the date stipulated in it. Any amendment to this Agreement must be signed by all parties to this Agreement. The Executive acknowledges and represents that in executing this Agreement, the Executive did not rely, and has not relied, on any communications, promises, statements, inducements, or representation(s), oral or written, by the Company, except as expressly contained in this Agreement. The Parties represent that they relied on their own judgment in entering into this Agreement.

F. Waiver. No waiver of any breach of this Agreement shall be construed to be a waiver as to succeeding breaches. The failure of either party to insist in any one or more instances upon performance of any terms or conditions of this Agreement shall not be construed as a waiver of future performance of any such term, covenant or condition but the obligations of either party with respect thereto shall continue in full force and effect. The breach by one party to this Agreement shall not preclude equitable relief or the obligations hereunder.

G. Modification. The provisions of this Agreement may be amended, modified or waived only with the prior written consent of the Company and the Executive, and no course of conduct or failure or delay in enforcing the provisions of this Agreement shall be construed as a waiver of such provisions or affect the validity, binding effect or enforceability of this Agreement or any provision hereof.

H. Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, successors and permitted assigns. The Executive may not assign this Agreement to a third party. Subject to Article III, Section B(ii), Company may assign its rights, together with its obligations hereunder, to any affiliate and/or subsidiary of the Company or any successor thereto or any purchaser of substantially all of the assets of the Company.

I. Code Section 409A.

(i) To the extent (A) any payments to which the Executive becomes entitled under this Agreement, or any agreement or plan referenced herein, in connection with the Executive’s termination of employment with the Company constitute deferred compensation subject to Section 409A of the Code; (B) the Executive is deemed at the time of his separation from service to be a “specified employee” under Section 409A of the Code; and (C) at the time of the Executive’s separation from service the Company is publicly traded (as defined in Section 409A of Code), then such payments (other than any payments permitted by Section 409A of the Code to be paid within six (6) months of the Executive’s separation from service) shall not be made until the earlier of (1) the first day of the seventh month following the Executive’s separation from service or (2) the date of the Executive’s death following such separation from service. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this Article IV, Section I shall be paid to the Executive or the Executive’s beneficiary in one lump sum, plus interest thereon at the Delayed Payment Interest Rate (as defined below) computed from the date on which each such delayed payment otherwise would have been made to the Executive until the date of payment. For purposes of the foregoing, the “Delayed Payment Interest Rate” shall mean the national average annual rate of interest payable on jumbo six-month bank certificates of deposit, as quoted in the business section of the most recently published Sunday edition of The New York Times preceding the Executive’s separation from service.

(ii) To the extent any benefits provided under Article III, Section B(ii) above are otherwise taxable to the Executive, such benefits shall, for purposes of Section 409A of the Code, be provided as separate in-kind payments of those benefits, and the provision of in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year.

(iii) In the case of any amounts payable to the Executive under this Agreement, or under any plan of the Company, that may be treated as payable in the form of “a series of installment payments,” as defined in Treas. Reg. §1.409A-2(b)(2)(iii), the Executive’s right to receive such payments shall be treated as a right to receive a series of separate payments for purposes of Treas. Reg. §1.409A-2(b)(2)(iii).

(iv) It is intended that this Agreement comply with or be exempt from the provisions of Section 409A of the Code and the Treasury Regulations and guidance of general applicability issued thereunder, and in furtherance of this intent, this Agreement shall be interpreted, operated, and administered in a manner consistent with such intent.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. SIGNATURE PAGE FOLLOWS.]

IN WITNESS WHEREOF, the Company and the Executive have caused this Agreement to be executed on the date first set forth above, to be effective as of that date.

ATTACHMENT A

Employee Confidential Disclosure, Invention Assignment,

Non-Competition, Non-Solicitation and Non-Interference

Agreement

This Employee Confidential Disclosure, Invention Assignment, Non-Competition, Non-Solicitation and Non-Interference Agreement (“Agreement”) is entered into by and between Cryptyde, Inc. (the “Company”) and the employee executing this Agreement below (“Employee”). The Effective Date of this Agreement is the date of Employee’s execution of this Agreement. The Company and Employee shall be referred to herein individually as a “Party” and collectively as the “Parties.”

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows:

1. Confidential Information, Employee’s Non-Disclosure Agreement and Inventions Ownership.

(a) Confidential Information. During Employee’s employment with the Company, the Company shall provide Employee otherwise prohibited access to certain Confidential Information (defined below), which is not known to the Company’s competitors or within the Company’s industry generally, which was developed by the Company over a long period of time and/or at its substantial expense, and which is of great competitive value to the Company. For purposes of this Agreement, “Confidential Information” includes all trade secrets and confidential and proprietary information of the Company, including, but not limited to, all Company Inventions (defined below) and all documents or information, in whatever form or medium, concerning or relating to any of the Company’s designs; drawings; photographs; illustrations; sketches; models; prototypes; samples; specimens; discoveries; ideas; improvements; know-how; processes; techniques; technical improvements; development tools or techniques; modifications; technical data; patterns; formulas; plans; strategies; devices; data; product information; manufacturing, engineering and testing processes, data and strategies; product specifications; products; projects; research; developmental or experimental work; plans for research; clinical studies or trials; information concerning past, current, future and/or proposed products, projects or studies; interpretations and analyses; database schemas or tables; infrastructure; testing protocols; laboratory notebooks; developments; development projects; equipment; software; software source documents; computer programs and codes; source code, object code and other documentation regarding software products; programming standards; user manuals; technical manuals; training manuals; users’ names or passwords; business practices; operations; policies; finances and financial information and data; business plans; marketing and sales plans, strategies and methods; merchandising and product plans, strategies and methods; budgets; forecasts; pricing and pricing strategies; costs; contracts and contract terms (actual and proposed); contractual relationships; procurement requirements; partners and investors (actual and prospective); partner and investor lists, profiles, preferences and nonpublic personal information; customers and suppliers (actual and prospective); customer and supplier lists, profiles and preferences, including, without limitation, buying and selling habits and special needs; customer and supplier nonpublic personal information; business records; audits; management methods and information; reports, recommendations and conclusions; and other business information disclosed or made available to Employee by the Company, either directly or indirectly, in writing, orally, or by drawings or observation. “Confidential Information” does not include any information which is generally available to and known by the public as of the Effective Date of this Agreement or becomes generally available to and known by the public (other than as a result of Employee’s breach of this Agreement or any other agreement or obligation to keep such information confidential). Confidential Information, whether prepared or compiled by Employee or the Company or furnished to Employee during Employee’s employment with the Company, shall be the sole and exclusive property of the Company, and none of such Confidential Information or copies thereof, shall be retained by Employee. Employee agrees not to dispute, contest, or deny any such ownership rights either during or after Employee’s employment with the Company. Employee acknowledges that the Company does not voluntarily disclose Confidential Information, but rather takes precautions to prevent dissemination of Confidential Information beyond those employees, such as Employee, entrusted with such information. Employee further acknowledges that the Confidential Information: (i) is entrusted to Employee because of Employee’s position with the Company; and (ii) is of such value and nature as to make it reasonable and necessary for Employee to protect and preserve the confidentiality and secrecy of the Confidential Information. Employee acknowledges and agrees that the Confidential Information is proprietary to and a trade secret of the Company and, as such, is a valuable, special and unique asset of the Company, the unauthorized use or disclosure of which will cause irreparable harm, substantial injury and loss of profits and goodwill to the Company.

(b) Non-Disclosure.

(i) Employee agrees to preserve and protect the confidentiality of all Confidential Information. Employee agrees that during the period of Employee’s employment with the Company and at any time thereafter (regardless of the reason for Employee’s separation or termination of employment): (A) Employee shall hold all Confidential Information in the strictest confidence, take all reasonable precautions and steps to safeguard all Confidential Information and prevent its wrongful use by or wrongful or inadvertent disclosure or dissemination to any unauthorized person or entity, and follow all policies and procedures of the Company protecting or regarding the Confidential Information; and (B) Employee shall not, directly or indirectly, use for Employee’s own account, use for any other purpose, disclose to anyone, publish, exploit, destroy, copy or remove from the offices of the Company, nor solicit, allow or assist another person or entity to use, disclose, publish, exploit, destroy, copy or remove from the offices of the Company, any Confidential Information or part thereof, except: (1) as permitted in the proper performance of Employee’s duties for the Company; (2) as permitted in the ordinary course of the Company’s business for the benefit of the Company; or (3) as otherwise permitted or required by law. Employee shall immediately notify the Chief Executive Officer (bpm@cryptyde.com), Chief Financial Officer (bv@cryptyde.com), Chief of Staff (Sls@cryptyde.com), and General Counsel (pmc@cryptyde.com) of Cryptyde, Inc. (collectively referred to as “Management”) if Employee learns of or suspects any actual or potential unauthorized use or disclosure of Confidential Information concerning the Company. In the event Employee is subpoenaed, served with any legal process or notice, or otherwise requested to produce or divulge, directly or indirectly, any Confidential Information by any entity, agency or person in any formal or informal proceeding including, but not limited to, any interview, deposition, administrative or judicial hearing and/or trial, except where prohibited by law, Employee should immediately notify Management and deliver a copy of the subpoena, process, notice or other request to Management as promptly as possible, but under no circumstances more than ten (10) days following Employee’s receipt of same; provided, however, Employee is not required to notify Management or provide a copy of the subpoena, process, notice or other request where Employee is permitted to make such disclosure of Confidential Information pursuant to this Agreement or applicable law or regulation, as set forth in Section 1(c) and Section 1(d).

(ii) Subject to Section 1(b)(iii), Employee agrees that Employee will not use or disclose any confidential, proprietary or trade secret information belonging to any former employer or third party, and Employee will not bring onto the premises of the Company or onto any Company property, any confidential, proprietary or trade secret information belonging to any former employer or third party without such third party’s written consent. Employee acknowledges that that the Company has specifically instructed Employee not to disclose to the Company, use, or induce the Company to use, any confidential, proprietary or trade secret information belonging to any previous employer or others.

(iii) During Employee’s employment, the Company will receive from third parties their confidential and/or proprietary information, subject to a duty on the Company’s part to maintain the confidentiality of and to use such information only for certain limited purposes. Employee agrees to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person or organization or to use it except as necessary in the course of Employee’s employment with the Company and in accordance with the Company’s agreement with such third party.

(iv) Except in the proper performance of Employee’s duties and responsibilities, Employee agrees that Employee shall not remove, destroy, deface, damage or delete any Property of the Company. For purposes of this Agreement, the term “Property” means all property or information, in whatever form or media, and all copies thereof whether or not the original was deleted or destroyed, of the Company, including, without limitation, any Confidential Information, software, hardware, including any and all Company-issued equipment, devices, cellular telephones, PDAs, computers, laptops, hard drives, keys, access cards, access codes or passwords belonging to the Company, databases, files, records, reports, memoranda, research, plans, proposals, lists, forms, drawings, specifications, notebooks, manuals, correspondence, materials, e-mail, electronic or magnetic recordings or data, and any other physical or electronic documents that Employee receives from or sends to any employee of the Company, that Employee copies from the files or records of the Company, or that Employee otherwise has access to during Employee’s employment.

(c) No Interference. Notwithstanding any other provision of this Agreement, (i) Employee may disclose Confidential Information when required to do so by a court of competent jurisdiction, by any governmental agency having authority over Employee or the business of the Company or by any administrative body or legislative body (including a committee thereof) with jurisdiction to order Employee to divulge, disclose or make accessible such information; and (ii) nothing in this Agreement is intended to interfere with Employee’s right to (1) report possible violations of state or federal law or regulation to any governmental or law enforcement agency or entity; (2) make other disclosures that are protected under the whistleblower provisions of state or federal law or regulation; (3) file a claim or charge with the Equal Employment Opportunity Commission (“EEOC”), any state human rights commission, or any other governmental agency or entity; or (4) testify, assist, or participate in an investigation, hearing, or proceeding conducted by the EEOC, any state human rights commission, any other governmental or law enforcement agency or entity, or any court. For purposes of clarity, in making or initiating any such reports or disclosures or engaging in any of the conduct outlined in subsection (ii) above, Employee may disclose Confidential Information to the extent necessary to such governmental or law enforcement agency or entity or such court, need not seek prior authorization from the Company, and is not required to notify the Company of any such reports, disclosures or conduct.

(d) Defend Trade Secrets Act. Employee is hereby notified in accordance with the Defend Trade Secrets Act of 2016 that Employee will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If Employee files a lawsuit for retaliation against the Company for reporting a suspected violation of law, Employee may disclose the Company’s trade secrets to Employee’s attorney and use the trade secret information in the court proceeding if Employee files any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant to court order.

(e) Inventions.

(i) Prior Inventions Retained and Licensed. In Exhibit A to this Agreement, Employee has provided a list describing all Inventions (defined below) that Employee: (A) conceived, created, developed, made, reduced to practice or completed, either alone or with others, prior to Employee’s employment with the Company; (B) claims a proprietary right or interest in; and (iii) does not assign to the Company hereunder (collectively referred to as the “Prior Inventions”). If no such list is attached, Employee represents that there are no such Prior Inventions. Employee understands and agrees that the Company makes no attempt to verify Employee’s claim of ownership to any of the Prior Inventions. Employee agrees that Employee shall not incorporate in any work that Employee performs for the Company any Prior Inventions or any of the technology described in any Prior Inventions, unless otherwise agreed to in writing between Employee and the Company. Except as otherwise agreed to in writing between the Parties, if in the course of Employee’s employment with the Company, Employee incorporates Prior Inventions into a product, service, process or machine of the Company, Employee hereby grants and shall be deemed to have granted the Company a nonexclusive, royalty-free, irrevocable, sublicensable, transferable, perpetual, and worldwide license to make, have made, modify, use, import, reproduce, distribute, prepare and have prepared derivative works of, offer to sell, sell and otherwise exploit such Prior Inventions. For purposes of this Agreement, the term “Inventions” means all tangible and intangible materials, work product, information, methods, designs, computer programs, software, databases, formulas, models, prototypes, reports, discoveries, ideas, improvements, know-how, compositions of matter, processes, photographs, drawings, illustrations, sketches, developments, and all related intellectual property, including inventions, original works of authorship, moral rights, mask works, trade secrets and trademarks.

(ii) Assignment of Inventions. During Employee’s employment with the Company and following the termination of Employee’s employment for any reason, Employee agrees that Employee shall promptly make full written disclosure to the Company, shall hold in trust for the sole right and benefit of the Company, and hereby assigns and shall be deemed to have assigned to the Company or its designee, all of Employee’s right, title, and interest in and to any and all Inventions that have been or may be conceived, created, developed, completed, reduced to practice or otherwise made by Employee, solely or jointly with others, during the period of Employee’s employment with the Company which (a) relate in any manner to the Company’s business or actual or demonstrably anticipated research or development of the Company; (b) are suggested by, result from, or arise out of any work that Employee may do for or on behalf of the Company; (c) result from or arise out of any Confidential Information that may have been disclosed or otherwise made available to Employee as a result of duties assigned to Employee by the Company; or (d) are otherwise made through the use of the time, information, equipment, facilities, supplies or materials of the Company, even if developed, conceived, reduced to practice or otherwise made during other than working hours (collectively referred to as “Company Inventions”). Employee further acknowledges that all original works of authorship that are made by Employee (solely or jointly with others) within the scope of Employee’s employment with the Company and that are protectable by copyright are “Works Made for Hire,” as that term is defined in the United States Copyright Act. Employee understands and agrees that the decision whether or not to commercialize or market any Company Inventions is within the Company’s sole discretion and for the Company’s sole benefit, and that no royalty will be due to Employee as a result of the Company’s efforts to commercialize or market any such Company Innovation.

(iii) Maintenance of Records. Employee agrees to keep and maintain adequate and current hard-copy and electronic records of all Company Inventions. The records will be available to and remain the sole property of the Company during Employee’s employment with the Company and at all times thereafter.

(iv) Patent and Copyright Registrations. Employee agrees to assist the Company or its designee, at the Company’s expense, in every proper way to secure the Company’s rights in Company Inventions in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments, affidavits, and all other instruments which the Company shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to the Company and/or its successors, assigns and nominees, the sole and exclusive rights, title and interest in and to such Company Inventions. Employee further agrees that Employee’s obligation to execute or cause to be executed, when it is in Employee’s power to do so, any such instrument or papers shall continue after the termination of this Agreement. Employee hereby appoints Management as Employee’s attorney-in-fact to execute documents on Employee’s behalf for this purpose. Employee agrees that this appointment is coupled with an interest and will not be revocable.

(f) Return of Company Property. Upon request by the Company or upon the termination of Employee’s employment for any reason, Employee shall immediately return and deliver to the Company any and all Property, including, without limitation, Confidential Information, software, hardware, including any and all Company-issued equipment, devices, cellular telephones, PDAs, computers, laptops, hard drives, keys, access cards, access codes or passwords, databases, files, documents, records, reports, memoranda, research, plans, proposals, lists, papers, books, forms, drawings, specifications, notebooks, manuals, correspondence, materials, e-mail, electronic or magnetic recordings or data, including all copies thereof (in electronic or hard copy format), which belong to the Company or which relate to the Company’s business and which are in Employee’s possession, custody or control, whether prepared by Employee or others. Employee further agrees that after Employee provides such Property to the Company, Employee will immediately destroy any information or documents, including, without limitation, any analyses, compilations, studies or other documents, whether prepared by Employee or others, containing or reflecting any Confidential Information or relating to the business of the Company from any computer, cellular phone or other digital or electronic device in Employee’s possession, custody or control, and Employee shall certify such destruction in writing to the Company. Upon request by the Company, Employee shall provide such computer, cellular phone or other digital or electronic device to the Company or the Company’s designee for inspection to confirm that such information and documents have been destroyed. If at any time after the termination of Employee’s employment for any reason, Employee or the Company determines that Employee has any Property in Employee’s possession or control, Employee shall immediately return all such Property in Employee’s possession or control, including all copies and portions thereof, to the Company.

2. Restrictive Covenants. In consideration for (i) the Company’s promise to provide Confidential Information to Employee; (ii) the substantial economic investment made by the Company in the Confidential Information and goodwill of the Company, and/or the business opportunities disclosed or entrusted to Employee; (iii) access to the customers and suppliers of the Company; and (iv) the Company’s employment of Employee and the compensation and other benefits provided by the Company to Employee, to protect the Confidential Information and goodwill of the Company, Employee agrees to the following restrictive covenants.

(a) Non-Competition. During Employee’s employment with the Company and for a period of twelve (12) months after Employee’s employment terminates for any reason (the “Restricted Period”), other than in connection with Employee’s duties for the Company, Employee shall not, directly or indirectly, either individually or as a principal, partner, stockholder, manager, agent, consultant, contractor, distributor, employee, lender, investor, or as a director or officer of any corporation or association, or in any other manner or capacity whatsoever, (i) control, manage, operate, establish, take steps to establish, lend money to, invest in, solicit investors for, or otherwise provide capital to, or (ii) become employed by, join, perform services for, consult for, do business with or otherwise engage in any Competing Business (defined below) within the Restricted Area (defined below). For purposes of this Agreement, the term “Competing Business” means any business, individual, partnership, firm, corporation or other entity that is competing or that is preparing to compete with any aspect of the Company’s business. For purposes of this Agreement, based on Employee’s position and access to the Company’s Confidential Information, the term “Restricted Area” means (i) the United States; (ii) any geographical area or territory outside the United States where the Company sells or markets its products; (iii) any geographical area or territory in the United States or internationally where the Company operates and for or within which Employee performed any services for the Company; (iv) any geographical area or territory in the United States or internationally where the Company sells or markets its products and for which Employee had any responsibility; and (v) any other geographical area or territory about which Employee received Confidential Information during the last twenty-four (24) months of Employee’s employment with the Company.

(b) Non-Solicitation of Customers. Employee agrees that during the Restricted Period, other than in connection with Employee’s duties for the Company, Employee shall not use, directly or indirectly, either as a principal, manager, agent, employee, consultant, officer, director, stockholder, partner, investor or lender or in any other capacity, and whether personally or through other persons, solicit business from, interfere with, or induce to curtail or cancel any business or contracts with the Company, or attempt to solicit business with, interfere with, or induce to curtail or cancel any business or contracts with the Company, or do business with any actual or prospective customer or supplier of the Company with whom the Company did business or who the Company solicited within the preceding twenty-four (24) months, and who or which: (1) Employee contacted, called on, serviced or did business with during Employee’s employment with the Company; (2) Employee learned of as a result of Employee’s employment with the Company; or (3) about whom Employee received Confidential Information. This restriction applies only to business which is in the scope of services or products provided by the Company.

(c) Non-Recruitment. To the extent permitted by law, Employee agrees that during the Restricted Period, other than in connection with Employee’s duties for the Company, Employee shall not, on behalf of Employee or on behalf of any other person or entity, directly or indirectly, hire, solicit or recruit, or attempt to hire, solicit or recruit, or encourage to leave or otherwise cease his/her employment or engagement with the Company, any individual who is an employee or independent contractor of the Company or who was an employee or independent contractor of the Company within the twelve (12) month period prior to Employee’s separation from employment with the Company.

(d) Non-Disparagement. Employee agrees that the Company’s goodwill and reputation are assets of great value to the Company, which have been obtained and maintained through great costs, time and effort. Therefore, Employee agrees that during Employee’s employment and after the termination of Employee’s employment, Employee shall not make, publish or otherwise transmit any false statements, whether written or oral, regarding the Company and its officers, directors, executives, employees, contractors, consultants, products, programs, studies, business or business practices. The Company agrees that during Employee’s employment and after the termination of Employee’s employment, the Company shall not make, publish or otherwise transmit any false statements, whether written or oral, regarding the Employee whether written or oral, regarding the Employee’s and its officers, directors, executives, employees, contractors, consultants, products, programs, studies, business or business practices. A violation or threatened violation of this Section 2(d) may be enjoined by the courts. The rights afforded the Company and Employee under this provision are in addition to any and all rights and remedies otherwise afforded by law. Nothing in this Section 2(d) restricts or prevents Employee from providing truthful testimony as required by court order or other legal process or is intended to interfere with Employee’s right to engage in the conduct outlined in Section 1(c).

(e) Tolling. If Employee violates any of the covenants contained in this Section 2, the Restricted Period applicable to such covenant(s) shall be suspended and shall not run in favor of Employee from the time of the commencement of such violation until the time that Employee cures the violation to the satisfaction of the Company; the period of time in which Employee is in breach shall be added to the Restricted Period applicable to such covenant(s).

(f) Reasonableness. Employee hereby represents to the Company that Employee has read and understands, and agrees to be bound by, the terms of Section 1 and Section 2. Employee understands that the covenants in Section 2 may limit Employee’s ability to engage in certain businesses anywhere in or involving the Restricted Area during the Restricted Period, but Employee acknowledges that Employee shall receive Confidential Information, as well as sufficiently high remuneration and other benefits as an employee of the Company to justify such restrictions. Employee acknowledges that the geographic scope and duration of the restrictions and covenants contained in Section 1 and Section 2 are fair and reasonable in light of (i) the nature and wide geographic scope of the operations of the Company’s business; (ii) Employee’s level of control over and contact with the business in the Restricted Area; and (iii) the amount of compensation and Confidential Information (including, without limitation, trade secrets) that Employee is receiving in connection with Employee’s employment with the Company. It is the desire and intent of the Parties that the provisions of Section 1 and Section 2 be enforced to the fullest extent permitted under applicable law, whether now or hereafter in effect and therefore, to the extent permitted by applicable law, Employee and the Company hereby waive any provision of applicable law that would render any provision of Section 1 and/or Section 2 invalid or unenforceable.

3. Remedies. Employee acknowledges that the restrictions and covenants contained in Section 1 and Section 2, in view of the nature of the Company’s business and Employee’s position with the Company, are reasonable and necessary to protect the Company’s legitimate business interests, goodwill and reputation, and that any violation of Section 1 or Section 2 would result in irreparable injury and continuing damage to the Company, and that money damages would not be a sufficient remedy to the Company for any such breach or threatened breach. Therefore, Employee agrees that the Company shall be entitled to a temporary restraining order and injunctive relief restraining Employee from the commission of any breach or threatened breach of Section 1 and/or Section 2, without the necessity of establishing irreparable harm or the posting of a bond, and to recover from Employee damages incurred by the Company as a result of the breach, as well as the Company’s attorneys’ fees, costs and expenses related to any breach or threatened breach of this Agreement and enforcement of this Agreement. Nothing contained in this Agreement shall be construed as prohibiting the Company from pursuing any other remedies available to it for any breach or threatened breach, including, without limitation, the recovery of money damages, attorneys’ fees, and costs. The existence of any claim or cause of action by Employee against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the restrictions or covenants contained in Section 1 or Section 2, or preclude injunctive relief.

4. No Previous Restrictive Agreements. Employee represents that, except as disclosed to the Company in writing, Employee is not bound by the terms of any agreement with any previous employer or other party to refrain from using or disclosing any confidential, proprietary or trade secret information in the course of Employee’s employment with the Company or that contains any non-competition, non-solicitation and/or non-recruitment obligations. Employee further represents that the performance of Employee’s job duties for the Company does not and will not violate or breach any agreement with any previous employer or other party, or any legal obligation that Employee may owe to any previous employer or other party, including, without limitation, any non-disclosure, non-competition, non-solicitation and/or non-recruitment obligations. Employee shall not disclose to the Company or induce the Company to use any confidential, proprietary or trade secret information belonging to any previous employer or others.

5. Business Opportunities. Employee, without further compensation, assigns and agrees to assign to the Company and its successors, assigns or designees, all of Employee’s right, title and interest in and to all Business Opportunities (defined below), and further acknowledges and agrees that all Business Opportunities constitute the exclusive property of the Company. Employee shall present all Business Opportunities to a Director of the Company, and shall not exploit a Business Opportunity. For purposes of this Agreement, “Business Opportunities” means all business ideas, prospects, or proposals pertaining to any aspect of the Company’s business and any business the Company prepared to conduct or contemplated conducting during Employee’s employment with the Company, which are developed by Employee or originated by any third party and brought to the attention of Employee, together with information relating thereto. For the avoidance of doubt, this Section 5 is not intended to limit or narrow Employee’s duties or obligations under federal or state law with respect to corporate opportunities.

6. Conflicting Activities. Employee agrees that, during Employee’s employment with the Company, Employee shall not engage in any employment, consulting relationship, business or other activity that: (i) is in any way competitive with the business or proposed business of the Company; (ii) conflicts with Employee’s duty of loyalty, responsibilities or obligations to the Company; or (iii) adversely affects the performance of Employee’s job duties and responsibilities with the Company. Employee agrees to not assist any other person or organization in competing with the Company or in preparing to engage in competition with the business or proposed business of the Company.

7. Breach. Employee acknowledges that Employee is subject to immediate dismissal by the Company for any breach of this Agreement and that such a dismissal will not relieve Employee from any continuing obligations under this Agreement or from the imposition by a court of any judicial remedies, including, without limitation, money damages and/or injunctive relief for such breach.

8. Notice. If Employee, in the future, seeks or is offered employment, or any other position or capacity with another company, entity or person, Employee agrees to inform each such company, entity or person of the existence of the restrictions in Section 1 and Section 2. The Company shall be entitled to advise such company, entity or person and third parties, including, without limitation, actual or potential customers, of the provisions of Section 1 and Section 2 and to otherwise deal with such company, entity, person or third party to ensure that the provisions of Section 1 and Section 2 are enforced and duly discharged.

9. Reformation. The Company and Employee agree that in the event any of the terms, provisions, covenants or restrictions contained in this Agreement, or any part thereof, shall be held by any court of competent jurisdiction to be effective in any particular area or jurisdiction only if said term, provision, covenant or restriction is modified to limit its duration or scope, then the court shall have such authority to so reform the term, provision, covenant or restriction and the Parties hereto shall consider such term, provision, covenant or restriction to be amended and modified with respect to that particular area or jurisdiction so as to comply with the order of any such court and, as to all other jurisdictions, the term, provision, covenant or restriction contained herein shall remain in full force and effect as originally written. By agreeing to this contractual modification prospectively at this time, the Company and Employee intend to make Section 1 and Section 2 enforceable under the law or laws of all applicable jurisdictions so that the restrictive covenants in their entirety and this Agreement as prospectively modified shall remain in full force and effect and shall not be rendered void or illegal.

10. Severability. In the event any court of competent jurisdiction or any foreign, federal, state, county or local government or any other governmental regulatory or administrative agency or authority holds any provision of this Agreement to be invalid, illegal or unenforceable, such invalid, illegal or unenforceable portion(s) shall be limited or excluded from this Agreement to the minimum extent required, and the remaining provisions shall not be affected or invalidated and shall remain in full force and effect.

11. Binding Effect of Agreement and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, successors, legal representatives and permitted assigns. Employee may not assign this Agreement to a third party. The Company may assign its rights, together with its obligations hereunder, to any affiliate and/or subsidiary of the Company or any successor thereto or any purchaser of substantially all of the assets of the Company, without Employee’s consent and without advance notice.

12. Survival. Employee agrees that Employee’s obligations under this Agreement shall continue in effect after the termination of Employee’s employment, regardless of the reason(s) for termination, and whether such termination is voluntary or involuntary, except as may otherwise be set forth in Employee’s employment agreement with the Company.

13. Affiliates. For the purposes of this Agreement, any references to the Company shall be interpreted as broadly as possible and include, without limitation, any predecessors, successors, and parents, subsidiaries, and affiliates of the Company, and any other corporation, limited liability company, partnership, firm, joint venture, association, joint-stock company, trust, unincorporated organization, governmental body or other entity directly or indirectly through one or more intermediaries, is controlled by, or is under common control with, the Company. The Parties agree that such affiliates, including without limitation Cryptyde, Inc. and its affiliates, are intended third-party beneficiaries of this Agreement and may enforce the terms of this Agreement as if each were a party to this Agreement.

14. Reserved.

15. Waiver. The failure of either Party to insist in any one or more instances upon performance of any terms or conditions of this Agreement shall not be construed as a waiver of future performance of any such term, covenant or condition, but the obligations of either Party with respect thereto shall continue in full force and effect. No waiver of any breach of this Agreement shall be construed to be a waiver as to succeeding breaches and no waiver of any provisions of this Agreement shall constitute a waiver of any other provision of this Agreement. The breach by one party to this Agreement shall not preclude equitable relief, injunctive relief or the obligations in Section 1 or Section 2.

16. Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof, and fully supersedes any and all prior and contemporaneous agreements, understandings and/or representations between the Parties, whether oral or written, pertaining to the subject matter of this Agreement; provided, however, Employee’s obligations under this Agreement are in addition to Employee’s obligations under any applicable law or regulation, any offer letter or agreement, and the Company’s policies and procedures. No oral statements or prior written material not specifically incorporated in this Agreement shall be of any force and effect, and no changes in or additions to this Agreement shall be recognized, unless incorporated in this Agreement by written amendment, such amendment to become effective on the date stipulated in it. Any amendment to this Agreement must be signed by all parties to this Agreement.

17. Disclaimer of Reliance. Except for the specific representations expressly made by the Company in this Agreement, Employee specifically disclaims that Employee is relying upon or has relied upon any communications, promises, statements, inducements, or representation(s) that may have been made, oral or written, regarding the subject matter of this Agreement. Employee represents that Employee relied solely and only on Employee’s own judgment in making the decision to enter into this Agreement.

18. Controlling Law and Venue. This Agreement shall be governed by and construed under the laws of the State of Florida, without regard to any applicable conflict of law or choice of law rules. Venue of any litigation arising from this Agreement or Employee’s employment with the Company shall be in the federal and state courts of competent jurisdiction in the State of Florida for any dispute relating to or arising out of this Agreement or Employee’s employment, and agrees that Employee shall not challenge personal jurisdiction in such courts. Employee waives any objection that Employee may now or hereafter have to the venue or jurisdiction of any proceeding in such courts or that any such proceeding was brought in an inconvenient forum (and agrees not to plead or claim the same).

19. Voluntary Agreement. Employee acknowledges that Employee has read and understands this Agreement, and as signified by Employee’s signature hereto, Employee is voluntarily executing the same.

20. Execution in Multiple Counterparts. This Agreement may be executed in multiple counterparts, whether or not all signatories appear on these counterparts, and each counterpart shall be deemed an original for all purposes.

{Signature Page Follows}

The signatures below indicate that the Parties have read, understand and will comply with this Agreement.

EXHIBIT A

to Employee Confidential Disclosure, Invention Assignment,

Non-Competition, Non-Solicitation and Non-Interference

Agreement

LIST OF PRIOR Inventions

____ No Inventions

____ Additional Sheets Attached

Signature of Employee

Print Name of Employee

Date

CONFIDENTIALITY, NON-SOLICITATION

AND ASSIGNMENT OF RIGHTS AGREEMENT (12)