EXHIBIT 10.1

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT, dated as of February 1st, 2019, by and between Basanite, Inc., a Nevada corporation (the "Company"), and Dave Anderson ("Executive").

IN CONSIDERATION of the premises and the mutual covenants set forth below, the parties hereby agree as follows:

1.

Employment. The Company hereby agrees to employ Executive as the Executive Vice President and Chief Operations Officer ("COO") of the Company, and Executive hereby accepts such employment, on the terms and conditions hereinafter set forth. The Company and Executive also agree that Executive shall be required to enter into a separate non-competition agreement ("Non-Compete") and confidentiality and inventions agreement ("Inventions Agreement") as a condition of Executive's employment. The Non-Compete and the Inventions Agreement may be combined into a single agreement.

2.

Term. The period of employment of Executive by the Company under this Agreement (the "Employment Period") shall commence on the date hereof (the "Commencement Date") and shall continue for three (3) consecutive years. The Employment Period shall automatically extend for one year on the first anniversary of the Commencement Date (the "First Anniversary") unless either the Company or Executive provides written notice to the other not to further extend the Employment Period. The Employment Period may be sooner terminated by either party in accordance with Section 6 of this Agreement.

3.

Position and Duties. During the Employment Period, Executive shall serve as COO, and shall report solely and directly to the CEO and the Board (as defined below). Executive shall have those powers and duties normally associated with the position of COO of entities comparable to the Company and such other powers and duties as may be prescribed by the CEO or the Board; provided, that such other powers and duties are consistent with Executive's position as COO of the Company.

Notwithstanding the foregoing, Executive's powers shall be limited as set forth in the Company's certificate of incorporation and by-laws, the Company's authorization and delegation of authority policies, and resolutions adopted by the Board. Executive shall devote his full working time, attention and energies during normal business hours (other than absences due to illness or vacation) to satisfactorily perform his duties for the Company. Notwithstanding the above, Executive shall be permitted, to the extent such activities do not substantially interfere with the performance by Executive of his duties and responsibilities hereunder to (i) manage Executive's personal, fmancial and legal affairs and (ii) to serve as a member of board of directors of other entities with the prior consent of the Board (it being expressly understood and agreed that Executive's continued service in any such capacity to any other entity as of the Commencement Date shall be deemed not to interfere with the performance by Executive of his duties and responsibilities under this Agreement).

4.

Place of Performance. The principal place of employment of Executive shall be at the Company's principal executive offices in Florida; provided, that Executive may be required to travel on Company business during the Employment Term.

5.

Compensation and Related Matters.

a) Base Salary and Bonus. During the Employment Period, the Company shall pay Executive a base salary at the rate of $190,000 per year ("Base Salary"). Executive's Base Salary shall be paid in approximately equal installments in accordance with the Company's customary payroll practices. The Compensation Committee (the "Committee") of the Board of Directors of the Company (the "Board") shall review Executive's Base Salary for increase (but not decrease) no less frequently than

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annually and consistent with the compensation practices and guidelines of the Company. If Executive's Base Salary is increased by the Company, such increased Base Salary shall then constitute the Base Salary for all purposes of this Agreement. In addition to Base Salary, Executive shall be paid an annual cash bonus (the "Bonus") within 75 days after April 30 of the applicable annual period beginning on May 1 of each year during the Employment Period (pro-rated for partial years) according to the Bonus Schedule attached hereto as Exhibit A.

b) Relocation Expenses. The Company shall provide Executive $15,000.00 up front, for expenses; for moving to Florida, such move to occur sometime in the near future.

c) Expenses. The Company shall promptly reimburse Executive for all reasonable business expenses upon the presentation of reasonably itemized statements of such expenses in accordance with the Company's policies and procedures now in force or as such policies and procedures may be modified with respect to all senior executive officers of the Company.

d) Vacation. Executive shall be entitled to at least four (4) weeks of paid vacation per year in accordance with Company policy for senior officers. In addition to vacation, Executive shall be entitled to sick days and personal days in accordance with Company policy for senior officers.

e) Welfare, Pension and Incentive Benefit Plans and Perquisites. During the Employment Period, Executive (and his spouse and dependents to the extent provided therein) shall be entitled to participate in and be covered under all the welfare benefit plans or programs maintained by the Company from time to time for the benefit of its senior executives including, without limitation, all medical, hospitalization, dental, life insurance, disability, accidental death and dismemberment and travel accident insurance plans and programs. The Company shall at all times provide to Executive (and his spouse and dependents to the extent provided under the applicable plans or programs) (subject to modifications affecting all senior executive officers) the same type and levels of participation and benefits as are being provided to other senior executives (and their spouses and dependents to the extent provided under the applicable plans or programs) on the Commencement Date. In addition, during the Employment Period, Executive shall be eligible to participate in all pension, retirement, savings and other employee benefit plans and programs maintained from time to time by the Company for the benefit of its senior executives.

f) Equity-Based Compensation.

(i)

In addition to Base Salary and the Bonus, Executive will receive an annual option grant (the "Equity Grant") within 75 days after April 30 of the applicable annual period beginning on May 1 of each year during the Employment Period (pro-rated for partial years) according to the Bonus Schedule attached hereto as Exhibit A.

(ii)

The Company agrees with Executive that it shall take all necessary action such that the shares of common stock issuable upon exercise of options granted to Executive by the Company to acquire such stock are registered on Form S-8 or a resale Form S-3 (or any successor or other appropriate forms), if and only if, the Company is eligible for such registrations.

g) Clawback Provisions. Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation, or any other compensation, paid or to be paid to Executive pursuant to this Agreement or any other agreement or arrangement with the Company, which is subject to recovery under any law, rule or regulation, stock exchange listing requirement or Company policy adopted pursuant to any such law, rule, regulation or requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, rule, regulation, requirement or policy.

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6. Termination. Executive's employment hereunder may be terminated during the Employment Period under the following circumstances:

a)

Death. Executive's employment hereunder shall terminate upon his death.

b)

Disability. If, as a result of Executive's incapacity due to physical or mental illness, Executive shall have been substantially unable to perform his duties hereunder for an entire period of two (2) consecutive months or longer, or for 90 days within any period of 6 consecutive months, and, within thirty (30) days after written Notice of Termination is given, Executive shall not have returned to the substantial performance of his duties on a full-time basis, the Company shall have the right to terminate Executive's employment hereunder for "Disability", and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement. Any question as to the existence of Executive's Disability as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be fmal and conclusive for all purposes of this Agreement.

c)

Cause. The Company shall have the right to terminate Executive's employment for Cause, and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement. For purposes of this Agreement, the Company shall have "Cause" to terminate Executive's employment upon:

·

(i)

Executive's conviction of or plea of guilty or no contest to a felony or a misdemeanor involving moral turpitude, whether or not related to Executive's employment with the Company; or

(ii)

Executive's fraud, embezzlement, theft or misappropriation, whether or not related to Executive's employment with the Company; or

(iii)

Executive's willful engagement in dishonest or illegal conduct or gross misconduct, which is, in each case, materially and demonstrably injurious to the Company; or

(iv)

any regulatory action that results in Executive no longer being able to serve in his capacity; or

(v)

Executive's willful and repeated failure to perform his duties or comply with a valid and legal directive of the CEO or the Board in a material respect (other than any such failure resulting from incapacity due to physical or mental illness); or

(vi)

Executive's willful failure to comply with a material compliance or financial policy of the Company; or

(vii)

Executive's material breach of any material obligation under this Agreement or any other written agreement between the Executive and the Company.

For purposes of this Section 6(c), no act, or failure to act, by Executive shall be considered "willful" unless committed in bad faith or without a reasonable belief that the act or omission was in the best interests of the Company. References in the subclauses above to the Company include any entity in control of, controlled by or under common control with the Company ("Affiliates"). Employment shall

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not be terminated under subclause (iii), (v), (vi) or (vii) above unless and until the Board (excluding Executive if he should be serving thereon) shall have duly adopted a resolution at a meeting of the Board called and held for such purpose pursuant to which the Board determines, in its good faith opinion, that there are grounds for termination under such subclause. The Company shall give written notice to Executive of the existence of and circumstances providing grounds for termination. This Section 6(c) shall not prevent Executive from challenging in any arbitration forum or court of competent jurisdiction the Board's determination that Cause exists or that Executive has failed to cure any act (or failure to act) that purportedly formed the basis for the Board's determination.

d)

Good Reason. Executive may terminate his employment for "Good Reason" within sixty (60) days after Executive has actual knowledge of the occurrence, without the written consent of Executive, of one of the following events:

(i)

any change in the duties, responsibilities (including reporting responsibilities) or status of Executive that is inconsistent in any material and adverse respect with Executive's positions, duties, responsibilities or status with the Company (including any material and adverse diminution of such duties, responsibilities or status); to include a material and adverse change in Executive's titles or offices (including, if applicable, membership on the Board (other than due to action by the shareholders of the Company)) with the Company; or

(ii)

a reduction in Executive's Base Salary or Bonus opportunity;

(iii)

any refusal by the Company to continue to permit Executive to engage in activities not directly related to the business of the Company which Executive was permitted to engage as of the date of this Agreement; or

(iv)

the Company's failure to obtain an agreement from any successor to the Company following a Change in Control to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no succession had taken place, except where such assumption occurs by operation of law.

Executive's right to terminate employment for Good Reason shall not be affected by Executive's incapacity due to mental or physical illness and Executive's continued employment shall not constitute consent to, or a waiver of rights with respect to, any event or condition constituting Good Reason. Executive cannot terminate his employment for Good Reason unless he has provided written, notice to the Company of the existence of and circumstances providing grounds for termination for Good Reason within such 60 day period and the Company has had at least 30 days from the date on which such notice is provided to cure such circumstances.

e)

For Convenience. Either party shall have the right to terminate Executive's employment hereunder by providing the other party with a Notice of Termination at least 90 days prior to such termination, and such termination shall not in and of itself be, nor shall it be deemed to be, a breach of this Agreement.

For purposes of this Agreement, a "Change in Control" of the Company means the occurrence of one of the following events:

(1)

individuals who, on the Commencement Date, constitute the Board (the "Incumbent Directors") cease for any reason to constitute at least a majority of the Board; provided, however, that any person becoming a director subsequent to the Commencement Date whose election or

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nomination for election was approved by a vote of at least a majority of the Incumbent Directors then on the Board shall be deemed to be an Incumbent Director;

(2)

any "person" (as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934 (the "Exchange Act") and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes, after the Commencement Date, a "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company's then outstanding securities eligible to vote for the election of the Board (the "Company Voting Securities"); provided, however, that an event described in this paragraph (2) shall not be deemed to be a Change in Control if any of following becomes such a beneficial owner: (A) any majority-owned subsidiary of the Company, (B) any tax-qualified, broad-based employee benefit plan sponsored or maintained by the Company or any majority-owned subsidiary, (C) any underwriter temporarily holding securities pursuant to an offering of such securities, (D) any person pursuant to a Non-Qualifying Transaction (as defined in subparagraph (3) below) or (E) Executive and/or any group of persons including Executive (or any entity controlled by Executive and/or any group of persons including Executive);

(3)

the consummation of a merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company or any of its subsidiaries that requires the approval of the Company's stockholders, whether for such transaction or the issuance of securities in the transaction (a "Business Combination"), unless immediately following such Business Combination: (A) more than 50% of the total voting power of (x) the corporation resulting from such Business Combination (the "Surviving Corporation"), or (y) if applicable, the ultimate parent corporation that directly or indirectly has beneficial ownership of 90% or more of the voting securities eligible to elect directors of the Surviving Corporation (the "Parent Corporation"), is held by persons who held Company Voting Securities that were outstanding immediately prior to such Business Combination (or, if applicable, is represented by shares into which such Company Voting Securities were converted pursuant to such Business Combination), and such voting power among the holders thereof is in substantially the same proportion as the voting power of such Company Voting Securities among the holders thereof immediately prior to the Business Combination, (B) no person (other than any employee benefit plan (or related trust) sponsored or maintained by the Surviving Corporation or the Parent Corporation), is or becomes the beneficial owner, directly or indirectly, of 50% or more of the total voting power of the securities eligible to elect directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) and (C) at least a majority of the members of the board of directors of the Parent Corporation (or if there is no Parent Corporation, the Surviving Corporation) following the consummation of the Business Combination were Incumbent Directors at the time of the Board's approval of the execution of the initial agreement providing for such Business Combination (any Business Combination which satisfies all of the criteria specified in (A), (B) and (C) above shall be deemed to be a "Non-Qualifying Transaction"); or

(4)

stockholder approval of a liquidation or dissolution of the Company, unless the voting common equity interests of an ongoing entity (other than a liquidating trust) are beneficially owned, directly or indirectly, by the Company's shareholders in substantially the same proportions as such shareholders owned the Company's outstanding voting common equity interests immediately prior to such liquidation and such ongoing entity assumes all existing obligations of the Company to Executive under this Agreement.

Notwithstanding the foregoing, a Change in Control of the Company shall not be deemed to occur solely because any person acquires beneficial ownership of more than 50% of the Company Voting Securities as a result of the acquisition of Company Voting Securities by the Company which reduces the number of Company Voting Securities outstanding; provided, that, if after such acquisition by the Company such

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person becomes the beneficial owner of Company Voting Securities that increases the percentage of outstanding Company Voting Securities beneficially owned by such person, a Change in Control of the Company shall then occur.

7. Termination Procedure.

a)

Notice of Termination. Any termination of Executive's employment by the Company or by Executive during the Employment Period (other than termination pursuant to Section 6(a)) shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 13. For purposes of this Agreement, a "Notice of Termination" shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and (except to the extent set forth in a notice previously given) shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive's employment under the provision so indicated.

b)

Date of Termination. "Date of Termination" shall mean (i) if Executive's employment is terminated by his death, the date of his death, (ii) if Executive's employment is terminated pursuant to Section 6(b), thirty (30) days after Notice of Termination is given (provided that Executive shall not have returned to the substantial performance of his duties on a full-time basis during such thirty (30) day period), (iii) if Executive's employment is terminated pursuant to Section 6(e), 90 after Notice of Termination or any later date set forth in such Notice of Termination and (iv) if Executive's employment is terminated for any other reason, the date on which a Notice of Termination is given or any later date (within thirty (30) days after the giving of such notice) set forth in such Notice of Termination.

c)

Resignation. Upon termination of Executive's employment hereunder for any reason, the Executive shall be deemed to have resigned from all positions that Executive holds as an officer or manager of the Company or any of its affiliates or member of the board of directors or equivalent (or a committee thereof) of the Company or any of its affiliates.

8. Compensation Upon Termination or During Disability. In the event Executive is disabled or his employment terminates during the Employment Period, the Company shall provide Executive with the payments and benefits set forth below. Executive acknowledges and agrees that the payments set forth in this Section 8 constitute liquidated damages for termination of his employment during the Employment Period.

a)

Termination by Company without Cause or by Executive for Good Reason. If Executive's employment is terminated by the Company pursuant to Section 6(e) or by Executive for Good Reason pursuant to Section 6(d):

(i)

within five (5) days following such termination, the Company shall pay to Executive his Base Salary through the Date of Termination and any portion of the Bonus for the prior year that has been accrued but not paid;

(ii)

within 75 days after the December 31 of the year in which such termination occurs, the Company shall pay to Executive a pro rata portion of the Bonus for such year;

(iii)

as severance for such termination, the Company shall pay to Executive an amount equal to his Base Salary for one (1) full calendar year; and

(iv)

the Company shall reimburse Executive pursuant to Section 5 for reasonable expenses incurred, but not paid, prior to such termination of employment.

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The Company shall pay the severance in approximate equal installments, in accordance with its customary payroll practices.

In addition, the Company shall maintain in full force and effect, for the continued benefit of Executive, his spouse and his dependents for the same period as used to determine the severance payment, following the Date of Termination the medical, hospitalization, dental and life insurance programs in which Executive, his spouse and his dependents were participating immediately prior to the Date of Termination at the level in effect and upon substantially the same terms and conditions (including, without limitation, contributions required by Executive for such benefits) as existed immediately prior to the Date of Termination; provided, that, if Executive, his spouse or his dependents cannot continue to participate in the Company programs providing such benefits, the Company shall arrange to provide Executive, his spouse and his dependents with the economic equivalent of such benefits which they otherwise would have been entitled to receive under such plans and programs (the benefits described in this sentence being called the "Continued Benefits"); provided, further, that, such Continued Benefits shall terminate on the date or dates Executive receives equivalent coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit, basis).

Executive shall be entitled to any other rights, compensation and/or benefits as may be due to Executive in accordance with the terms and provisions of any agreements, plans or programs of the Company (to the extent that they do not duplicate the rights, compensation and benefits above).

b)

Termination by Company with Cause or by Executive Without Good Reason. If Executive's employment is terminated by the Company for Cause pursuant to Section 6(c) or by

Executive pursuant to Section 6(e):

(i)

within five (5) days following such termination, the Company shall pay Executive his Base Salary through the Date of Termination and any portion of the Bonus for the prior year that has been accrued but not paid; and

(ii)

the Company shall reimburse Executive pursuant to Section 5 for reasonable expenses incurred, but not paid, prior to such termination of employment.

c)

Disability. During any period that Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness ("Disability Period"), Executive shall continue to receive his full Base Salary set forth in Section 5(a) until his employment is terminated pursuant to Section6 (b). In the event Executive's employment is terminated for Disability pursuant to Section 6(b):

(i)

within five (5) days following such termination, the Company shall pay Executive his Base Salary through the Date of Termination and any portion of the Bonus for the prior year that has been accrued but not paid;

(ii)

within 75 days after the December 31 of the year in which such termination occurs, the Company shall pay to Executive a pro rata portion of the Bonus for such year; and

(iii)

the Company shall reimburse Executive pursuant to Section 5 for reasonable expenses incurred, but not paid, prior to such termination of employment.

In addition, the Company shall provide the Continued Benefits for a period of 6 months following the Date of Termination.

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Executive shall be entitled to any other rights, compensation and/or benefits as may be due to Executive in accordance with the terms and provisions of any agreements, plans or programs of the Company (to the extent that they do not duplicate the rights, compensation and benefits above).

d)

Death. If Executive's employment is terminated by his death:

(i)

within five (5) days following such termination, the Company shall pay Executive's beneficiary, legal representatives or estate, as the case may be, his Base Salary through the Date of Termination and any portion of the Bonus for the prior year that has been accrued but not paid;

(ii)

within 75 days after the December 31 of the year in which such

termination occurs, the Company shall pay to Executive's beneficiary, legal representatives or estate, as the case may be, a pro rata portion of the Bonus for such year; and

(iii)

the Company shall reimburse Executive's beneficiary, legal

representatives or estate, as the case may be, pursuant to Section 5 for reasonable expenses incurred, but not paid, prior to such termination of employment.

In addition, the Company shall provide the Continued Benefits for a period of 6 months following the Date of Termination.

Executive's beneficiary, legal representatives or estate, as the case may be, shall be entitled to any other rights, compensation and/or benefits as may be due to Executive in accordance with the terms and provisions of any agreements, plans or programs of the Company (to the extent that they do not duplicate the rights, compensation and benefits above).

e)

Release. Notwithstanding anything contained herein to the contrary, no payments or benefits shall be provided as set forth in this Section 8 unless and until Executive or his beneficiary, legal representatives or estate shall have executed and delivered a release of claims in favor of the Company, its affiliates and their respective officers and directors in a form provided by the Company.

9.

Mitigation. Executive shall not be required to mitigate amounts payable under this Agreement by seeking other employment or otherwise, and there shall be no offset against amounts due Executive under this Agreement on account of subsequent employment except as specifically provided herein. Additionally, subject to Section 5(g), amounts due to Executive under this Agreement shall not be offset by any claims the Company may have against Executive.

10.

Indemnification. The Company agrees that, if Executive is made a party or threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "Proceeding"), by reason of the fact that Executive is or was a trustee, director or officer of the Company or any subsidiary of the Company or is or was serving at the request of the Company or any subsidiary as a trustee, director, officer, member, employee or agent of another corporation or a partnership, joint venture, trust or other enterprise, including, without limitation, service with respect to employee benefit plans, whether or not the basis of such Proceeding is alleged action in an official capacity as a trustee, director, officer, member, employee or agent while serving as a trustee, director, officer, member, employee or agent, Executive shall be indemnified and held harmless by the Company to the fullest extent authorized by Nevada law, as the same exists or may hereafter be amended, against all judgments, settlements and expenses incurred or suffered by Executive in connection therewith, and such indemnification shall continue as to Executive even if Executive has ceased to be an officer, director, trustee or agent or is no longer employed by the Company and shall inure to the benefit of his heirs, executors and administrators; provided, however, that no such Proceeding shall be settled or

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compromised without the prior written consent of the Company (not to be unreasonably withheld) and no such expenses shall be incurred except as reasonably necessary and reasonable in nature and amount.

11. Successors; Binding Agreement.

(a)

Company's Successors. No rights or obligations of the Company under this Agreement may be assigned or transferred except that the Company will require any successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, "Company" shall mean the Company as herein before defined and any successor to its business and/or assets (by merger, purchase or otherwise) which executes and delivers the agreement provided for in this Section 11(a) or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

(b)

Executive's Successors. No rights or obligations of Executive under this Agreement may be assigned or transferred by Executive other than his rights to payments or benefits hereunder, which may be transferred only by will or the laws of descent and distribution.

12. Notice. For the purposes of this Agreement, notices, demands and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered either personally or by United States certified or registered mail, return receipt requested, postage prepaid, addressed as follows:

If to Executive:

David Anderson

935 Lazy Creek Drive

Newton, KS 67114

If to the Company:

Managing Director of the Board — Basanite Inc.

Ronald LoRicco

216 Crown St., Ste. 502

New Haven, CT 06510

or to such other address as any party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

13. Miscellaneous. No provisions of this Agreement may be amended, modified or waived unless such amendment or modification is agreed to in writing signed by Executive and by a duly authorized officer of the Company, and such waiver is set forth in writing and signed by the party to be charged. No waiver by either party hereto at any time of any breach by the other party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement. The respective rights and obligations of the parties hereunder of this Agreement shall survive Executive's termination of employment and the termination of this Agreement to the extent necessary for the enforcement of such

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rights and obligations. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Florida without regard to its conflicts of law principles.

14.

Validity. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

15.

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

16.

Entire Agreement. Except as other provided herein, this Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersede all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto in respect of such subject matter. Except as other provided herein, any prior agreement of the parties hereto in respect of the subject matter contained herein is hereby terminated and cancelled.

17.

Withholding. All payments hereunder shall be subject to any required withholding of Federal, state and local taxes pursuant to any applicable law or regulation.

18.

Non-contravention. Each party represents that he or it is not prevented from entering into, or performing this Agreement by the terms of any law, order, rule or regulation, its by-laws or declaration of trust, or any agreement to which it is a party, other than which would not have a material adverse effect on his or its ability to enter into or perform this Agreement.

19.

Section Headings. The section headings in this Agreement are for convenience of reference only and they form no part of this Agreement and shall not affect its interpretation.

20.

Section 280G. If any of the payments or benefits received or to be received by Executive constitute "parachute payments" (all such payments collectively referred to herein as the "280G Payments") within the meaning of Section 280G of the Internal Revenue Code (the "Code") and would, but for this Section 20, be subject to the excise tax imposed under Section 4999 of the Code (the "Excise Tax"), then prior to making the 280G Payments, a calculation shall be made comparing (i) the Net Benefit (as defined below) to the Executive of the 280G Payments after payment of the Excise Tax to (ii) the Net Benefit to the Executive if the 280G Payments are limited to the extent necessary to avoid being subject to the Excise Tax. Only if the amount calculated under (i) above is less than the amount under (ii) above will the 280G Payments be reduced to the minimum extent necessary to ensure that no portion of the 280G Payments is subject to the Excise Tax. "Net Benefit" shall mean the present value of the 280G Payments net of all federal, state, local, foreign income, employment, and excise taxes. Any reduction made pursuant to this Section 20 shall be made in a manner consistent with the requirements of Section 409A. All calculations and determinations under this Section 20 shall be made by an independent accounting firm or independent tax counsel appointed by the Company (the "Tax Counsel") whose determinations shall be conclusive and binding on the Company and Executive for all purposes. For purposes of making the calculations and determinations required by this Section 20, the Tax Counsel may rely on reasonable, good faith assumptions and approximations concerning the application of Section 280G and Section 4999 of the Code. The Company and Executive shall furnish the Tax Counsel with such information and documents as the Tax Counsel may reasonably request in order to make its determinations under this Section 20. The Company shall bear all costs the Tax Counsel may reasonably incur in connection with its services.

21.

Cooperation. The parties agree that certain matters in which Executive will be involved during the Employment Period may necessitate Executive's cooperation after the end thereof. Accordingly, following the termination of Executive's employment for any reason, to the extent

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reasonably requested by the Board, Executive shall cooperate with the Company in connection with matters arising out of Executive's service to the Company; provided, that the Company shall make reasonable efforts to minimize disruption of the Executive's other activities. The Company shall reimburse Executive for reasonable expenses incurred in connection with such cooperation and, to the extent that the Executive is required to spend substantial time on such matters, the Company shall compensate the Executive at an hourly rate based on the Executive's Base Salary on the Termination Date.

22. Section 409A. It is intended that this Agreement be drafted and administered in compliance with (i) Section 409A of the Code, including, but not limited to, any future amendments to Section 409A of the Code, and any other Internal Revenue Service or other governmental rulings or interpretations ("IRS Guidance") issued pursuant to Section 409A of the Code or (ii) an applicable exemption. So as not to subject the Executive to payment of any additional interest or tax under Section 409A of the Code, if payment or provision of any amount or benefit hereunder that is subject to Section 409A of the Code at the time specified herein would subject such amount or benefit to any additional tax under Section 409A of the Code, the Company shall use its best to efforts to ensure that payment or provision of such amount or benefit shall be postponed to the earliest commencement date on which the payment or provision of such amount or benefit could be made without incurring such additional tax. In addition, to the extent that any IRS Guidance issued under Section 409A of the Code would result in the Executive being subject to the payment of any additional interest or tax under Section 409A of the Code, the Company agrees to use its best efforts to amend this Agreement in order to avoid the imposition on Executive of any such additional interest or tax under Section 409A of the Code, which amendment shall have the minimum economic effect necessary and be reasonably determined in good faith by the Company. For purposes of Section 409A of the Code, each installment payment of any severance pursuant to this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a "separation from service" under Section 409A. Notwithstanding the foregoing, (i) any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible, (ii) Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible, (iii) nothing contained herein shall be construed as a representation, guarantee or other undertaking on the part of the Company that any payment made pursuant to this Agreement (including, without limitation, the Bonus or any severance amount), is or will be found to comply with the requirements of Section 409A of the Code or any other regulations or guidance issued thereunder (including the IRS Guidance), and (iv) in no event shall the Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A.

Notwithstanding any other provision of this Agreement, if any payment or benefit provided to Executive in connection with his termination of employment is determined to constitute "nonqualified deferred compensation" within the meaning of Section 409A and Executive is determined to be a "specified employee" as defined in Section 409A(a)(2)(b)(i), then such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of the Date of Termination or, if earlier, on Executive's death (the "Specified Employee Payment Date"). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to Executive in a lump sum on the Specified Employee Payment Date and, thereafter, any remaining payments shall be paid without delay in accordance with their original schedule.

Notwithstanding any other provision of this Agreement, to the extent required by Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following:

11

(a)

the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year;

(b)

any reimbursement of an eligible expense shall be paid to Executive on or before the last day of the calendar year following the calendar year in which the expense was incurred; and

(c)

any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit.

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

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EXHIBIT A

Addendum to Bonus Schedule attached to Employment Agreement

Bonus (as defined in the Employment Agreement): With respect to the payment of cash bonuses to Executive, the following shall apply:

·

Cash bonus payout rates shall be as detailed in the attached Bonus Schedule

·

With respect to payment of any cash bonuses due, they shall be payable subject to the following:

o

During Year 1, cash bonuses shall be paid in an amount where total cash bonus payments do not result in the Company retaining cash on hand less than at least 2.5 months of core expenses OR a minimum of $500,000;

o

During Year 2 and beyond, cash bonuses shall be paid in an amount where total cash bonus payments do not result in the company retaining cash on hand less than at least 5 months of core expenses OR a minimum of $1,000,000

Any cash bonuses earned but not able to be paid to Executive due to above limitations shall be accrued and paid as quickly as possible once they are able to be paid within the above parameters.

Core expenses shall consist of:

·

Average payroll for 12 months, beginning on March 1,2019 and including Krolewski and Anderson

·

Employee insurance expenses

·

General liability insurance

·

Directors and officers insurance

·

Utilities

·

Reasonable sales and marketing budget

·

Monthly estimate of public company related and legal expenses

·

Debt service expense of $15k per month

·

Small miscellaneous expense budget plus cushion for any additional interest expense

Payment for raw materials and related freight are assumed to eventually be handled from a revolving credit facility and are excluded from core operating expenses for purposes of these calculations.

Equity Grant (as defined in the Employment Agreement):

The Equity Grants will have a 10 year term and a cash exercise price equal to fair market value (within the meaning of applicable tax and securities laws and listing rules) on the date of grant.

The Equity Grants will be non-qualified, will be unregistered and will be non-transferable except for customary exceptions.

Exercise must be accompanied by payment of any withholding tax due thereon (as well as the exercise price) unless the Company agrees to other form of payment at that time. The Company will use reasonable efforts to establish broker assisted cashless exercise arrangements, but no assurance is given that such arrangements will be established or maintained.

Plans: The Bonus and Equity Grants shall be paid and awarded pursuant to and subject annual incentive and equity incentive plans, respectively, and, in the case of option grants, award agreements, in each

13

case customary for a public company; provided, however, that, if there is a conflict between the terms thereof and the terms of the Employment Agreement (including the Bonus Schedule and this Addendum), the Employment Agreement (including the Bonus Schedule and this Addendum) shall govern.

[REMAINDER REDACTED]

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EXHIBIT 10.2

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

This First Amendment to Employment Agreement (the “ First Amendment ”) is entered into as of March 8, 2019 by and among Basanite, Inc., a Nevada corporation (the “ Company ”) and Dave Anderson (the “ Executive ”).

BACKGROUND

A.

The Company and the Executive are parties to that certain Employment Agreement dated as of February 1, 2019, which was fully executed by the Company and the Executive on March 4, 2019 (the “ Original Agreement ”); and

B.

The Company and the Executive desire to amend the Original Agreement as set forth in this First Amendment.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the Company and the Executive agree as follows:  

1.

Incorporation of Recitals; Defined Terms .  The recitals set forth above are hereby incorporated by reference into this First Amendment.  Capitalized terms used, and not otherwise defined herein, shall have the meanings given to such terms in the Original Agreement.

2.

Amendments to Original Agreement .   Effective as of the date hereof, the following provision is hereby added to the end of Section 3 of the Original Agreement:

“Prior to the Employment Period, Executive was the Interim Chief Executive Officer and Principal Financial Officer of the Company.  Executive shall retain both titles and responsibilities during any part of the Employment Period during which time the Company has not yet hired a permanent Chief Executive Officer and Principal Financial Officer.  At any time during the Employment Period where Executive continues to act as the Interim Chief Executive Officer and Principal Financial Officer of the Company, Executive shall have those powers and duties normally associated with the position of CEO and shall report to the Company’s board of directors.  Executive shall not receive additional compensation for serving as Interim Chief Executive Officer and Principal Financial Officer.”

3.

Miscellaneous . The Original Agreement and this First Amendment contain the entire understanding of the Company and Executive with respect to the subject matter hereof, and supersede all prior representations, agreements and understandings relating to the subject matter hereof.  In the event of an inconsistency between the terms of the Original Agreement and this First Amendment with respect to the matters the subject matter hereof, this First Amendment will govern.   Except as explicitly amended by this First Amendment, the Original Agreement shall remain in full force and effect and are not altered in anyway.

[ SIGNATURE PAGE FOLLOWS ]

1

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

Basanite, Inc.

By: /s/ Ronald J. LoRicco, Sr.

Name:  Roland J. LoRicco, Sr.

Title:    Chairman of the Board of Directors

/s/ David Anderson

Executive: Dave Anderson

2

EXHIBIT 10.3

BASANITE, INC.

CONFIDENTIALITY, NONCOMPETITION AND INVENTION ASSIGNMENT AGREEMENT

As a condition to and in consideration of my employment with or engagement by Basanite, Inc. or a subsidiary thereof, or the renewal or continuation thereof, and for other good and sufficient consideration, the receipt of which is hereby acknowledged, the undersigned, intending to be legally bound, knowingly and voluntarily enters into and agrees to observe, perform and be bound by this Confidentiality, Noncompetition and Invention

Assignment Agreement (this "Agreement").

1.

Certain Definitions and Agreements.

(a)

As used in this Agreement: the "Company" means Basanite, Inc., its current and future subsidiaries and its and their respective successors and assigns; if the undersigned is an individual providing consulting activities through a company or other entity, "me" or "I" include that company or entity and its personnel, owners and affiliates; if the undersigned is a company or other entity, references to "me" or "I" include the personnel, owners and affiliates thereof; and "Commencement Date" means the date of commencement of my relationship with the Company as an employee or consultant or in any other capacity. Other capitalized terms used herein shall have the meaning set forth elsewhere herein.

(b)

The undersigned shall cause each and every person included within the meaning of "me" or "I" to observe, perform and be bound by this Agreement as if such person was the undersigned and shall be responsible and liable for any action or omission by such person as if such person was the undersigned.

2.

Acknowledgements and Duration.

(a)

I acknowledge and agree that the Company is employing or engaging me, or continuing or renewing my employment or engagement, in reliance on my representations, warrants and agreements set forth in this Agreement.

(b)

I acknowledge and agree that, as an employee of or consultant to the Company, (i) I will have access to confidential and proprietary information of the Company that it has previously developed or acquired or that it may develop or acquire in the future, (ii) in the course of my employment or engagement with the Company, I may and am expected to develop or contribute to the development of confidential and proprietary information for the Company, (iii) the Company has acquired or developed and will continue to acquire and develop such information and the associated goodwill through expenditures of substantial time, effort, creativity, resources and money, (iv) the value and nature of such information and the associated goodwill are such as to make it reasonable and necessary for the protection of the Company's business interests that employees and consultants agree to restrictions of the type set forth herein, (v) the confidentiality, assignment and non-competition provisions set forth herein are reasonable, appropriately limited in duration and scope and will not unduly restrict opportunities for employment or other work activities after I cease to be an employee of or consultant to the Company and (vi) the compensation and benefits that I have received and may in the future receive, and the opportunity to receive such future compensation and benefits, constitute full, fair and reasonable consideration for the restrictions and

obligations set forth herein.

(c)

I acknowledge and agree that, except as otherwise expressly provided in this Agreement, my obligations, representations and warranties in this Agreement shall survive the end of my relationship with the Company and continue and remain in full force and effect thereafter indefmitely.

3.

Confidential Information.

(a)

Confidentiality and Restriction on Use. I agree to (i) hold in strict confidence and not disclose to any person any Company Confidential Information or Company Intellectual Property, (ii) not to make copies of any Company Confidential Information or Company Intellectual Property and (iii) not use any Company

Confidential Information or Company Intellectual Property, in each case except for the sole and exclusive benefit of the Company or with the prior written authorization of the Company.

(b)

Defmitions. "Company Confidential Information" means: (i) any and all information (including information that is, or is designated or treated by the Company as, non-public, confidential or proprietary), in each case whether in written, electronic, oral or other form and regardless of whether it has been, is or can be registered or protected under any patent, copyright, trademark, trade secret, proprietary, privacy or other law, that is owned, used, acquired, developed or held by or relating to the Company or any of its customers, clients, vendors, suppliers or Representatives (including past, present or prospective businesses, products, services, systems, methodologies, customer lists, sources of supply, licensors, license rights, governmental and third party grants, regulatory approval plans and strategies, pricing and distribution policies and strategies, manufacturing strategies and plans, financial condition and resources, financial or business performance or data, revenues, costs, assets, liabilities, rights, obligations, concepts, ideas, strategies and plans), including any of such information that is prepared, obtained or furnished by or for any of them or any of their respective affiliates, controlling persons, directors, officers, managers, trustees, partners, employees, representatives, advisors, attorneys, consultants, accountants, agents or financing sources (collectively, "Representatives"), whether prepared, obtained or furnished by or for me or any of my Representatives, any of their respective Representatives or other persons; and (ii) any and all books, records, notes, files, databases, archives, compilations, analyses, forecasts, studies, reports and other documents (whether in written, electronic or other form) which contain or reflect any of such information, regardless of whether prepared, obtained or furnished by or for me or any of my Representatives, any of their respective Representatives or other persons.

However, Company Confidential Information does not include information which (i) was on the Commencement Date part of the public domain to the extent that the value and significance thereof is widely known, (ii) became after the Commencement Date and prior to the date hereof part of the public domain to the extent that the value and significance thereof is widely known other than as a result of disclosure that would have been a breach of this Agreement if it had then been in effect, (iii) becomes after the date hereof part of the public domain to the extent that the value and significance thereof is widely known other than as a result of a breach of this Agreement, (iv) was on the Commencement Date known by me as evidenced by permanent dated written records or (iv) became after the Commencement Date known by me on a nonconfidential basis from a source (other than the Company or any of its Representatives), which is not prohibited from disclosing such information to me by a statutory, contractual, fiduciary, regulatory or other duty, as evidenced by permanent dated written records. I acknowledge and agree that (i) specific information shall not be deemed to be within an exception set forth in the preceding sentence merely because it is embraced in general disclosures in the public domain and (ii) a combination of information shall not be deemed to be within such an exception merely because specific individual information is in the public domain unless the combination itself and its principle of operation are in the public domain and the value and significance thereof is widely known.

"Intellectual Property" means: (i) any and all concepts, ideas, research, developments, inventions, discoveries, improvements, trade secrets, know how, specifications, formulas, processes, procedures, systems, methods, techniques, designs, drawings, operating (or process or production conditions, data or methods), engineering information and data, technical information and data, invention rights, shop rights, utility models, invention disclosures, mask works, published works, unpublished works, derivative works, works of authorship, computer programs, software, hardware, firmware, algorithms and other technology, in each case whether in written, electronic, oral or other form, regardless of whether it has been, is or can be reduced to practice and regardless of whether entitled to registration or protection under any patent, copyright, trademark, trade secret, proprietary, privacy or other law; and (ii) any and all books, records, notes, files, databases, archives, compilations, analyses, forecasts, studies, reports and other documents (whether in written, electronic or other form) which contain or reflect any of the foregoing.

"Company Intellectual Propem  " means any and all Intellectual Property that is owned, used, acquired, created or held by or relating to the Company, whether prepared, obtained or furnished by or for me or any of my Representatives, any of their respective Representatives or other persons, including Company Inventions.

As used in this Agreement, "create" includes make, develop, create, author, conceive, discover, invent or reduce to practice.

(c)

Third Party Agreements. I acknowledge that the Company has received and in the future will receive confidential or proprietary information from customers, clients, vendors, suppliers, consultants, advisers, licensors, attorneys, accountants, agents and other third parties pursuant or subject to confidentiality agreements. I agree to hold all such information in strict confidence and not to disclose or use it except in accordance herewith and therewith (whichever is most restrictive). Without limiting the definition thereof, I understand that "Company Confidential Information" includes such information.

(d)

Mandatory Disclosure. If I am required by law, rule, regulation or legal process (which phrase includes orders of courts or governmental or regulatory authorities, interrogatories, subpoenas and civil investigative demands) to disclose any Company Confidential Information or Company Intellectual Property, I will as promptly as possible (to the extent not prohibited by applicable law, rule, regulation or legal process) give written notice to that effect to the Company. The Company shall be entitled to seek a protective order or other appropriate remedy with respect to such disclosure. If the Company seeks such an order or remedy, I will fully cooperate with the Company. Regardless of whether such protective order or other remedy is obtained, unless otherwise agreed by the Company (which may withhold or delay such agreement in its sole discretion), I will furnish only that portion of such Company Confidential Information or Company Intellectual Property which I am legally required to be furnished. In addition, if such a protective order or other remedy is obtained, I will furnish such Company Confidential Information or Company Intellectual Property in accordance with and subject to such protective order or remedy. To the extent that I furnish Company Confidential Information or Company Intellectual Property in accordance with this Section 2(d), such furnishing will not constitute a breach of this Agreement.

(e)

Whistleblower Disclosure. Nothing in this Agreement prohibits me from (i) reporting truthfully possible violations of federal or state laws, rules or regulations to any governmental or regulatory authority, including the Department of Justice, the Securities and Exchange Commission, the Congress or any agency Inspector General, (ii) responding truthfully to requests for information, testimony or documents from any such authority or(iii) making other disclosures that are protected under the whistleblower provisions of federal or state laws, rules or regulations. To the extent permitted by such laws, I agree to promptly notify the Company of any such reports, responses or disclosures.

4.

Inventions, Intellectual Property and Works for Hire.

(a)

Disclosure and Assignment. I will promptly make full written disclosure solely and exclusively to the Company, and hold in trust for the sole and exclusive right and benefit of the Company until assigned as provided in the next sentence, any and all of my Company Inventions. I hereby irrevocably and unconditionally assign to the Company, or its designee, all of my right, title and interest throughout the world in and to any and all of Company Inventions, effective immediately upon creation thereof I hereby irrevocably and unconditionally assign to the Company, or its designee, any and all claims and causes of action of any kind which I now or hereafter have for misappropriation or infringement thereof

(b)

Definition. "Company Inventions" means any and all Intellectual Property which I have since the Commencement Date or may in the future solely or jointly with other persons create or cause to be created, whether or not during regular working hours, during (i) the period of my relationship with the Company as an employee or consultant or in any other capacity, regardless of whether related to the business of the Company, or (ii) the period of one year after the end of my relationship with the Company, to the extent that it is related to the business of the Company.

(c)

Works for Hire. I acknowledge and agree that all my Company Inventions which are works of authorship are "works made for hire" (to the greatest extent permitted by applicable law) for which I am, in part, compensated by my compensation as an employee or consultant.

(d)

Maintenance of Records. I agree to keep and maintain reasonable and current written or electronic books, records, files and documents, in an appropriate and permanent form, of all of my Company

Inventions during and for a period of three years after the end of my relationship with the Company. I agree that such books, records, files and documents will at all times be and remain the sole and exclusive property of the Company and that I will deliver them to the Company promptly upon request.

(e)

Assistance with Filings. I agree to assist the Company, or its designee, at the Company's expense and without additional compensation, to confirm and secure for the Company, or its designee, its sole and exclusive right, title and interest in and to any and all Company Inventions and any and all patent, copyright, trademark, trade secret, intellectual property, proprietary, privacy and other rights relating thereto in any and all countries. Without limiting the preceding sentence, upon request and without additional compensation, I shall execute, deliver, acknowledge, publish and file such assignments, agreements, applications, consents, waivers, notices, reports, certifications and other instruments and documents and provide such testimony as the Company, or its designee, may deem necessary or appropriate, including in connection with registration or protection under any patent, copyright, trademark, trade secret, proprietary, privacy or other law, enforcing and defending rights therein, asserting claims and rights against third parties and assigning and transferring rights therein. I shall not knowingly take any action inconsistent with my obligations under this Section 4.

(f)

No Infringement. I represent and warrant that, to the best of my knowledge and belief, no past or current Company Invention misappropriates or infringes the patent, copyright, trademark, trade secret, intellectual property, proprietary, privacy or other rights of, or disparages, libels or slanders, any other person. I will use my best efforts to prevent all future Company Inventions from misappropriating or infringing the patent, copyright, trademark, trade secret, intellectual property, proprietary, privacy or other rights of, or disparaging, libeling or slandering, any other person.

(g)

No Conflicting Agreements. I represent and warrant that the execution, delivery and performance of this Agreement and the performance of my obligations, responsibilities and duties to the Company, under this Agreement, any employment or consulting agreement or any other agreement, as an officer or employee of or consultant to the Company, or otherwise, do not and will not constitute or result in a breach, default or violation of any other employment, consulting, confidentiality, inventions assignment, non-competition, non-solicitation, mandatory disclosure or other contract, or any other duty or obligation (whether such obligation or duty is imposed by statute, fiduciary duty, regulation or otherwise), to which I am a party or by which I am bound.

(h)

No Use of Property of Others. I represent and warrant that I have not since the Commencement Date, and I will not, use in the performance of my responsibilities and duties to the Company, or otherwise, or disclose to the Company any trade secret or confidential or proprietary information or property of any prior or current employer, client or other person, to the extent that such use or disclosure constitutes or could reasonably be expected to give rise to a claim of a breach, default or violation of any contract to which I am a party or by which I am bound or any obligation or duty that I owe to such employer, client or other person, whether such obligation or duty is imposed by statute, fiduciary duty, regulation or otherwise. I represent and warrant that my compliance with this Section 4(h) will not restrict or impair the performance of my obligations, responsibilities and duties to the Company.

5.

Company Property. I will use my best efforts to safeguard, for the sole and exclusive benefit of the Company, all property of the Company of any kind in my possession or control and, at a minimum, in accordance with applicable Company policies. I will not copy, duplicate, recreate or reverse engineer any of such property. I will not remove any of such property from the premises of the Company or deliver it to anyone else, except for Company business with proper Company authorization. I will not intentionally damage, destroy or abandon any of such property, except with proper Company authorization. At the time of termination of my relationship with the Company, I will deliver to the Company (and will not keep in my possession or control or deliver to anyone else) all of such property and all property belonging to any of the Company's customers, clients, vendors, suppliers or Representatives or which the Company purchased for me or for which the Company reimbursed me, in each case without keeping any copies or duplicates thereof. For purposes of this Section 5, "property" includes Company Confidential Information, Company Intellectual Property, contact lists, information passwords or keys, key cards, credit cards, cell phones, tablets, laptops, flash drives, cars, housing, club memberships, reservations, tickets, login information to data rooms and archives, subscriptions, database and other licenses, and other tangible or intangible personal property or rights.

6.

Disclosure of Agreement.

(a)

Disclosure of Agreement to Employers. During the Restricted Period, I will disclose the existence and terms of this Agreement to any prospective employer, principal, client, customer, partner, co-venturer, investor, lender or other person prior to entering into an employment, consulting, partnership, management, agency or other business relationship with them; provided, however, that I shall not be obligated to disclose the existence and terms of this Agreement when I am engaging solely in activities that do not and could not relate in any way to the Company Business.

(b)

Disclosure of Offers to Company. If, during the Restricted Period, I am offered employment, engagement or other business association of any kind (whether as an owner, director, officer, manager, partner, member, proprietor, co-venturer, investor, lender, employee, associate, consultant, agent or otherwise) with a Competitor, I will give prompt written notice to the Company and provide such information related thereto as the Company may reasonably request.

(c)

Definitions. As used in this Agreement: "Restricted Period" means the period commencing on the date hereof and continuing until the expiration of 36 months after the end of my relationship with the Company, regardless of the reason for the end of such relationship; and "Company Business" means any business of the Company (i) in which I am then or have been previously employed or engaged, (ii) over which I am then or have been previously supervising or managing or (iii) as to the Company Confidential Information and Company Intellectual Property of which I have then or have had previously access in any material respect.

7.

Non-Competition and Non-Solicitation.

(a)

Acknowledgements. Without limiting Section 2, I acknowledge and agree that (i) Company Confidential Information and Company Intellectual Property could be used by another person or business to compete with the Company and interfere with relationships between the Company and its current and prospective customers, clients, vendors, suppliers, employees and consultants and (ii) the restrictions in this Section 7 are reasonable and fair in light of my access to Company Confidential Information and Company Intellectual Property and the Company's need to protect the Company Confidential Information and Company Intellectual Property, its current and prospective businesses and the goodwill associated therewith.

(b)

Non-Competition. During the period commencing on the date hereof and continuing until the expiration of 24 months after the end of my relationship with the Company (the "Non-Competition Period"), regardless of the reason for the end of such relationship, I will not, directly or indirectly, either individually or on behalf of, with or through any other person (other than the Company), in any capacity, own, invest in, lend to, serve as a director or officer for, sponsor, manage, control, advise, operate, provide services to, consult with, receive compensation or benefits from, be connected with, be employed by or be otherwise engaged, affiliated or associated with any person engaged or proposing to engage in the Company Business or a business that is or could reasonably be expected to be competitive with the Company Business (a "Competitor") or otherwise engage in any manner in the Company Business or a business competitive therewith; provided that, notwithstanding the foregoing, if I am terminated without "Cause" or for "Good Reason" (as such terms are defined in my employment agreement with the Company dated on or about the date hereof), then the Non-Competition Period will expire 18 months after the end of my relationship with the Company. For purposes of this Section 7(b), competitive activities include creating, making, marketing, selling and distributing alternative or substitute products or services.

(c)

Non-Solicitation. During the Restricted Period, I shall not, directly or indirectly, °either individually or on behalf of, with or through any other person (other than the Company):

(i)

solicit or induce, or in any manner attempt to solicit or induce, any customer or client of the Company or any person who prior to the end of my relationship with the Company has been identified as a prospective customer or client of the Company or any person who was a customer or client of the Company within 36 months prior to such end to (A) terminate such person's relationship with the Company, (B) reduce or limit such person's purchases from or other business activities with the Company, (C) terminate, modify, not grant any amendment or waiver of or not expand, renew or extend any contract with the Company or (D) purchase

products or services that are competitive with, alternative to or substitutes for those made or offered by or available from the Company;

(ii)

solicit or induce, or in any manner attempt to solicit or induce, any person who is employed or engaged by, or who is otherwise acting as a Representative of, the Company to (A) terminate such person's relationship with the Company, (B) reduce or limit such person's business activities with the Company or (C) terminate, modify, not grant any amendment or waiver of or not expand, renew or extend any contract with the Company;

(iii)

solicit or induce, or in any manner attempt to solicit or induce, any person who is an agent, representative or distributor of, a manufacturer for, a licensor to, a licensee of or a vendor, supplier or service provider to the Company to (A) terminate such person's relationship with the Company, (B) reduce or limit such person's business activities with the Company or (C) terminate, modify, not grant any amendment or waiver of or not expand, renew or extend any contract with the Company;

(iv)

divert, or in any manner attempt to divert, person from doing or continuing to do business with the Company or any business activity or relationship within the scope of the Company Business to any other person;

(v)

interfere, or attempt to interfere, with any then current or reasonably foreseeable prospective business activity or relationship within the scope of the Company Business or with any then current or reasonably foreseeable prospective governmental or regulatory activity or relationship (including any approval, certification or procurement activity or relationship) of the Company; or

(vi)

disparage about the Company, its products, services or business activities or its Representatives or make statements which are calculated or intended to cause damage or harm to the business interests or reputation of the Company or its Representatives, in each case whether made publicly, to the press, to the trade, on the internet or social media, to any governmental or regulatory authority or otherwise.

( ¹ )

Nothing in Section 7 shall prohibit me from owning (directly or indirectly), as a passive investment, up to five percent (5%) of the outstanding shares of any class of stock of any publicly traded company.

8.

Severability and Judicial Modification. Each of my obligations set forth herein shall be independent of my other obligations and shall be in addition to and not in lieu of any other obligations I may have to the Company, or any other rights available to the Company, under any other contract, at law, in equity or otherwise.

If any provision of this Agreement shall hereafter be held to be invalid, unenforceable or illegal, in whole or in part, in any jurisdiction under any circumstances for any reason, such provision shall be reformed by the parties to the minimum extent necessary to cause such provision to be valid, enforceable and legal while preserving the original intent of the parties as closely as possible as expressed in, and the benefits to the parties provided by, this Agreement. If such provision cannot be so reformed, such provision shall be severed from this Agreement and the parties shall negotiate in good faith to modify this Agreement so as to give effect to the original intent as closely as possible in order that the benefits provided by such provision shall be preserved to the greatest extent possible. If the parties fail to agree to any such reformation or modification and such provision is held by a court to be invalid, illegal or unenforceable because of the duration, area, scope, activity or subject matter thereof, the court making such determination shall have the power to reduce the applicable duration, area, scope, activity or subject matter to the extent necessary so that, in its reduced form, such provision shall be valid, legal and enforceable. No such holding shall affect or impair the validity, enforceability or legality of such provision in any other jurisdiction or under any other circumstances. Neither such holding nor such reformation, severance or reduction shall affect or impair the legality, validity or enforceability of any other provision of this Agreement. Injunctive Relief. Mitigation and Cooperation.

(a)

I acknowledge and agree that money damages for a breach or threatened breach of this Agreement by me is unlikely to be calculable, that such a breach is likely to cause substantial, continuing and

irreparable harm to the Company and that remedies at law are likely to be inadequate to protect the Company against any actual or threatened breach of this Agreement by me. Accordingly, I agree to the granting of injunctive and other equitable relief in favor of the Company in the event of any such breach or threatened breach, without proof of actual damages and without the requirement of posting bond or other security. Such relief shall not be the exclusive remedy for a breach by me of this Agreement, but shall be in addition to all other rights and remedies available under contract, at law, in equity or otherwise to the Company. Notwithstanding any other provision contained herein to the contrary, I acknowledge and agree that the Restricted Period shall be extended for a period equal to the duration any violation of any of the covenants in Section 7, measured from the first date of any such violation to the later of the last date of any such violation or the date of final resolution of any and all claims, proceedings and litigation arising out of any such violation, if it is ultimately determined that I was in breach of such covenants. If I breach or violate this Agreement, I shall promptly notify the Company and shall use my best efforts, when and as reasonably requested by the Company to mitigate any damages or harm occasioned thereby.

(b)

I acknowledge and agree that (i) during the period of my employment or engagement , I may be involved in activities that may continue after then end of such period and I may have information that may be relevant to activities after the end of such period and (ii) such activities may include, among other things, product development, assignment, registration and protection of Intellectual Property, governmental or regulatory approvals or certifications, assertion and defense of claims and demands, including through arbitration and litigation, and responding to regulatory and governmental investigations. Accordingly, following the end of my relationship with the Company for any reason, to the extent reasonably requested by the Company, I shall fully and promptly cooperate with the Company in connection with such activities and any other matters arising out of or relating to my service to the Company; provided, that (i) the Company makes reasonable efforts to minimize disruption of my then current employment or engagement and other activities, (ii) the Company reimburses me for reasonable expenses incurred in connection with such cooperation and (iii) to the extent that I am required to spend more than 4 hours in any week or 40 hours in any year on such cooperation, the Company shall compensate me for the time spent during such week or year, as the case may be, at an hourly rate (assuming a 2,000 hour year) based on my base compensation at the end of such period.

10.

Not an Agreement of Employment. I acknowledge and agree that nothing in this Agreement shall limit in any way the right of the Company to terminate my services at any time or be evidence of any agreement or understanding, express or implied, that the Company will employ or engage me in any particular position, at any particular rate of compensation or for any particular period of time. I acknowledge and agree that, unless otherwise stated in my employment or consulting agreement, my employment or engagement is at will and can be terminated by the Company at any time and for any reason or no reason.

11.

Defend Trade Secrets Act of 2016. Notwithstanding anything contained herein to the contrary, I understand that I may not be held criminally or civilly liable under any U.S. federal or state trade secret law for the disclosure of a trade secret that is made: (i) directly or indirectly in confidence to a U.S. federal, state, or local government official, or to an attorney, so long as such disclosures are made solely for the purpose of reporting or investigating a suspected violation of law; or (b) in a complaint or other document filed in a legal proceeding, if such filing is made under seal. In addition, if I file a proceeding against the Company for retaliating against me for reporting a suspected violation of the law, I may disclose the underlying trade secret to my attorney and use the trade secret in the proceeding, so long as I file all documents containing or identifying the trade secret under seal and do not disclose the trade secret, except pursuant to legal process.

12.

General Provisions.

(a)

THE VALIDITY, INTERPRETATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE (WITHOUT GIVING EFFECT TO THE LAWS, RULES OR PRINCIPLES OF SUCH STATE REGARDING CONFLICTS OF LAWS). I agree that any proceeding arising out of or relating to this agreement or the breach or threatened breach hereof may be commenced and prosecuted in a court in the State of Delaware and consent and submit to the non-exclusive personal jurisdiction of any court in such State in respect of any such proceeding. I consent to service of process upon me with respect to any such proceeding by any means by which notices may be transmitted hereunder or by any other means permitted by applicable laws and rules. I waive any objection that I may now or

hereafter have to the laying of venue of any such proceeding in any court in such State and any claim that I may now or hereafter have that any such proceeding in any court in such State has been brought in an inconvenient forum. I WAIVE TRIAL BY JURY IN ANY SUCH PROCEEDING.

(b)

All notices required or permitted to be given pursuant to this Agreement shall be given by written notice in English, shall be transmitted by personal delivery, registered or certified mail (return receipt requested, postage prepaid) or nationally recognized courier service, and shall be addressed to the intended recipient at its address set forth herein. A party may designate a new address to which such notices shall thereafter be transmitted by giving written notice to that effect to the other party. Each notice transmitted in the manner described herein shall be deemed to have been (i) delivered to the addressee as indicated by the return receipt (if transmitted by mail), the mailing label (if transmitted by courier service) or the affidavit of the messenger (if transmitted by personal delivery) or (ii) presented for delivery to the addressee as so indicated during normal business hours, if such delivery shall have been refused for any reason.

(c)

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and cancels and supersedes all of the previous or contemporaneous contracts, representations, warranties and understandings (whether oral or written) by or between the parties with respect to the subject matter hereof. No cancellation, termination, amendment, supplementation, extension or waiver of this Agreement or any of its terms shall be binding upon a party unless it is expressly set forth in a written instrument which is executed and delivered on behalf of each party. No subsequent change or changes in my duties, obligations, rights, compensation or benefits will affect the validity or scope of this Agreement. Neither the exercise (from time to time and at any time) of, nor the delay or failure (at any time or for any period of time) to exercise, any right, power or remedy shall constitute a waiver of the right to exercise, or impair, limit or restrict the exercise of, such right, power or remedy or any other right, power or remedy at any time and from time to time thereafter. No waiver of any right, power or remedy shall be deemed to be a waiver of any other right, power or remedy or shall, except to the extent so waived, impair, limit or restrict the exercise of such right, power or remedy. As used herein, the word "including" shall in all cases be deemed to the followed by the phrase "without limitation" and the word "person" shall include individuals and corporations, societies, companies, partnerships, trusts, unincorporated associations, governments and governmental instrumentalities, and other entities of any kind.

(d)

This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns (including my heirs, executors, administrators and other legal representatives). I will not assign any of my rights or delegate any of my duties under this Agreement without the prior written consent of the Company. The Company may assign or delegate its rights and obligations under this Agreement without my consent. If the Company commences a proceeding or litigation against me, by way of claim or counterclaim and including a declaratory action, in which it is preliminarily or fmally determined that I have violated any provision of this Agreement, I agree to reimburse the Company for all costs and expenses incurred in such proceeding or litigation, including court and expert costs and reasonable attorneys' fees and expenses.

(e)

This Agreement may be signed in counterparts, each of which when executed and delivered shall constitute an original instrument, but all of which together shall constitute one and the same instrument. It shall not be necessary when making proof of this Agreement to account for any counterparts other than a sufficient number of counterparts which, when taken together, contain signatures of all of the parties. A facsimile or pdf of an original shall be as effective as delivery of such original.

I acknowledge that I have been advised to consult with my own counsel concerning this Agreement and have had reasonable time and opportunity to do so. I have executed this Confidentiality, Noncompetition and Invention Assignment Agreement on the date set forth below.

Signed on: February 23, 2019

Signature :/s/   David Anderson

Print Name of Signatory: David Anderson

Print Name of Entity and Title of Signatory, if Services are Provided through an Entity:

________________________________________________________________________

Address: ________________________________________________________________

________________________________________________________________________

Accepted by the Company as of the date set forth above:

Signature: /s/ Ronald J. LoRicco, Sr.

Print Name of Signatory: Ronald J. LoRicco, Sr .

Print Title of Signatory: Chairman of Board of Directors