Exhibit 10.1

INDEPENDENT DIRECTOR AGREEMENT

THIS INDEPENDENT DIRECTOR AGREEMENT (this “Agreement”) is entered into on June 30, 2021, and effective on June 30, 2021 (the “Effective Date”), by and between Kaival Brands Innovations Group, a Delaware corporation (the “Company”), and George Chuang (the “Director”).

WHEREAS, the Company seeks to attract and retain as directors, capable and qualified persons to serve on the Company’s board of directors (the “Board”);

WHEREAS, the Company has requested and received from the Director certain information regarding the Director’s qualifications and fitness to serve on the Board and has considered and relied upon the accuracy of such information in offering the Director the opportunity to serve on the Board;

WHEREAS, the Company believes that the Director possesses the necessary qualifications and abilities to serve as a director of the Company and to perform the functions and meet the Company’s needs related to the Board; and

WHEREAS, the Director is willing to serve on the Board, subject to the terms set forth herein and in accordance with the provisions of this Agreement.

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

1.                   Service to the Board.

(a)                 Subject to the terms and provisions of this Agreement, the term of service as a director under this Agreement shall begin on the Effective Date and shall continue until the earliest of the following to occur (the “Term”): (i) the second anniversary of the Effective Date; (ii) the death or disability of the Director; (iii) the termination of the Director from membership on the Board by the mutual agreement of the Company and the Director; (iv) the removal of the Director from the Board by the stockholders of the Company in accordance with the Delaware General Corporation Law, the Company’s Restated Certificate of Incorporation, as amended, and the Company’s Bylaws; and (v) the resignation by the Director from the Board. For purposes of this Section, “disability” shall mean the inability of the Director to perform the Services for a period of at least fifteen (15) consecutive days.

(b)                 During the Term of this Agreement, the Director will serve on the following Board committees (each a “Committee”) and in the capacities stated:

2.                   Services / Duties.

(a)              The Director’s duties will include without limitation: (a) making reasonable business efforts to attend all scheduled meetings of the Board as described below; (b) serving on the Committees listed above, and making reasonable business efforts to attend all meetings of each Committee of which the Director is a member; and (c) performing such other customary duties and responsibilities assigned to the Director by the Chairman of the Board (collectively, the “Services”). The Director shall perform his Services on behalf of the Company in good faith and in a manner that is in the best interests of the Company.

(b)              The Company currently intends to hold during each calendar year: (i) at least four (4) Board meetings to be held likely via conference call or video call; however, occasional in-person Board meetings may be required; and (ii) at least one (1) annual stockholders’ meeting. The Board and its committees will hold additional meetings as may be required by the business and affairs of the Company. In fulfilling his responsibilities as a member of the Board, the Director agrees that he shall act honestly and in good faith with a view to the best interests of the Company and exercise the care, diligence, and skill that a reasonably prudent person would exercise in comparable circumstances.

(c)              The Director will use his best efforts to provide the Services to the Company, to promote the interests of the Company, and to devote the time necessary to faithfully perform his duties and the Services. The Company recognizes that the Director (i) is or may become a full-time executive employee of another entity and that his responsibilities to such entity may have priority and (ii) sits or may sit on the board of directors of other entities, subject to any limitations set forth by the Sarbanes-Oxley Act of 2002 and limitations provided by any exchange or quotation service on which the Company’s common stock is listed or traded. So long as any outside activities do not create a conflict, interfere, or violate the Director’s obligations under this Agreement or the Director’s fiduciary duties to the Company and the stockholders, the Director may be employed by another company, may serve on other boards of directors or advisory boards, and may engage in any other business activity. Notwithstanding the same, the Director will provide the Company with prior written notice of any future commitments to such entities and use reasonable business efforts to coordinate his respective commitments so as to fulfill his obligations to the Company, and in any event, will fulfill his legal obligations as a Director. Other than as set forth above, the Director will not, without the prior notifications to the Board, engage in any other business activity which could create a conflict of interest with the Company, materially interfere with the performance of his duties, services, and responsibilities hereunder or which is in violation of the reasonable policies established from time to time by the Company; provided, that the foregoing shall in no way limit his activities on behalf of (i) any current employer and its affiliates or (ii) the board of directors of any entities on which he currently sits. At such time as the Board receives such notification, the Board may require the resignation of the Director if it determines that such business activity does in fact materially interfere with the performance of the Director’s duties, the Services, and responsibilities hereunder.

3.                   Compensation and Expenses.

(a)                 Board Compensation; Committee Compensation. For Services provided to the Company hereunder, the Director will be entitled to receive compensation as follows: $100,000 compensation for the first year of the Term of this Agreement (paid $25,000 compensation per quarter during the first year of the Term of this Agreement); and $60,000 compensation for the second year of the Term of this Agreement (paid $12,500 compensation per quarter during the second year of the Term of this Agreement).

(b)                 Stock Compensation. As additional compensation for the Services provided to the Company hereunder, the Director is also entitled to receive from the Company on the Effective Date, a non-qualified stock option (the “Stock Option”) to purchase 300,000 shares of the Company’s common stock, with the exercise price determined by using the closing bid price of the Company’s common stock on the Effective Date. Vesting will be as follows: 90,000 of the shares underlying the Stock Option shall vest on the Effective Date, 105,000 of the shares underlying the Stock Option shall vest on the first anniversary of the Effective Date, and 105,000 of the shares underlying the Stock Option shall vest on the second anniversary of the Effective Date; however, if a change of control event occurs (as defined in the Award Agreement (as defined below)), all unvested shares shall vest immediately. Any and all equity awards shall be granted under and shall be subject to the terms and provisions of the 2020 Stock and Incentive Compensation Plan, as the same may be amended from time to time (the “Incentive Plan”), and shall be granted subject to the execution and delivery of a stock option award agreement, as approved by the Board, in substantially the same form as attached hereto as Exhibit A (the “Award Agreement”). The parties hereby agree that to the extent permitted by the Incentive Plan, the number of shares underlying the Stock Option shall not be adjusted in the event the Company effects one or more reverse stock splits of its common stock.

(c)                 Other Benefits. The Board (or its designated Committee) may from time to time authorize such other compensation and benefits for the Director, in addition to the compensation set forth above in subsections (a) and (b) of this Section 3.

(d)                 Expenses. Upon submission of proper receipts, invoices, or vouchers, as may reasonably be required by the Company, the Company shall reimburse the Director for all reasonable out-of-pocket expenses incurred by the Director in connection with the Director’s attendance at any meetings of the Board or of any committee of the Board, provided that the Director complies with the generally applicable policies, practices, and procedures of the Company for submission of expense reports, receipts or similar documentation of such expenses.

(e)                 Independent Contractor. While serving as a member of the Board, the Director’s status shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director under this Section 3 shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewith.

4.                   Director’s Representation and Acknowledgment. The Director represents to the Company that his execution and performance of this Agreement shall not be in violation of any agreement or obligation (whether or not written) that he may have with or to any person or entity, including without limitation, any prior or current employer. The Director also agrees to use his best efforts to avoid or minimize any such conflict and agrees not to enter into any agreement or obligation that could create such a conflict, without the approval of the majority of the disinterested members of the Board. If, at any time, the Director is required to make any disclosure or take any action that may conflict with any of the provisions of this Agreement, the Director will promptly notify the Chairman of the Board and President of the Company of such obligation, prior to making such disclosure or taking such action. The Director hereby acknowledges and agrees that this Agreement (and any other agreement or obligation referred to herein) shall be an obligation solely of the Company, and the Director shall have no recourse whatsoever against any stockholder of the Company or any of their respective affiliates with regard to this Agreement.

5.                   Director Covenants.

(a)                 Confidentiality. Director shall maintain in confidence and shall not, directly or indirectly, disclose or use, either during or after the Term of this Agreement, any Proprietary Information (as defined below), confidential information, or trade secrets belonging to Company, whether or not it is in written or permanent form, except to the extent necessary to perform the Director’s Services, as required by a lawful government order or subpoena, or as authorized in writing by Company. These nondisclosure obligations also apply to Proprietary Information belonging to customers and suppliers of Company, and other third parties, learned by the Director as a result of performing the Services. “Proprietary Information” means all information pertaining in any manner to the business of Company, unless (i) the information is or becomes publicly known through lawful means; (ii) the information was part of Director’s general knowledge prior to his relationship with Company; or (iii) the information is disclosed to the Director without restriction by a third party who rightfully possesses the information and did not learn of it from Company.

(b)                 Insider Trading Guidelines. The Director agrees to execute the Company’s Insider Trading Policy in the form attached hereto as Exhibit B. In addition, the Director shall provide the Company on a semi-annual basis a certification of Director’s compliance with such Insider Trading Policy

(c)                 Remedies. The Director agrees that any breach of the terms of this Section 5 would result in irreparable injury and damage to the Company for which the Company would have no adequate remedy at law; the Director therefore also agrees that in the event of said breach or any threat of breach, the Company shall be entitled to an immediate injunction and restraining order to prevent such breach and/or threatened breach and/or continued breach by the Director and/or any and all entities acting for and/or with the Director, without having to prove damages or paying a bond, in addition to any other remedies to which the Company may be entitled at law or in equity. The terms of this paragraph shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including, but not limited to, the recovery of damages from the Director. The Director acknowledges that the Company would not have entered into this Agreement had the Director not agreed to the provisions of this Section 5.

(d)                 The provisions of this Section 5 shall survive termination, and the existence of any claim or cause of action by the Director against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants and agreements of this Section 5.

6.                   Directors’ and Officers’ Insurance. The Company has obtained directors’ and officers’ insurance benefitting the Board, and shall use its best efforts to maintain such insurance during the remainder of the Term of this Agreement. To the extent the Company maintains an insurance policy or policies providing directors’ and officers’ liability insurance, the Director shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any of the Company’s directors or officers.

7.                   Non-Waiver of Rights. The failure to enforce at any time the provisions of this Agreement or to require at any time performance by the other party hereto of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or to affect either the validity of this Agreement or any part hereof, or the right of either party hereto to enforce each and every provision in accordance with its terms. No waiver by either party hereto of any breach by the other party hereto of any provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions at that time or at any prior or subsequent time.

8.                   Notices. Every notice relating to this Agreement shall be in writing and shall be given by personal delivery or by registered or certified mail, postage prepaid, return receipt requested; to:

9.                   Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, personal representatives, estates, successors (including, without limitation, by way of merger) and assigns. Notwithstanding the provisions of the immediately preceding sentence, neither the Director nor the Company shall assign all or any portion of this Agreement without the prior written consent of the other party.

10.                Entire Agreement. This Agreement (together with the other agreements referred to herein) sets forth the entire understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, promises, covenants, arrangements, communications, representations, or warranties, whether oral or written, between them as to such subject matter.

11.                Severability. The provisions of this Agreement are severable, and any provision of this Agreement that is held by a court of competent jurisdiction to be invalid, void, or otherwise unenforceable in any respect will not affect the validity or enforceability of any other provision of this Agreement.

12.                Governing Law. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. The Company and the Director hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court, and (iv) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum; provided, however, that neither party shall commence any such action or proceeding unless prior thereto the parties have in good faith attempted to resolve the claim, dispute or cause of action which is the subject of such action or proceeding through mediation by an independent third party.

13.                Legal Fees. The parties hereto agree that the non-prevailing party in any dispute, claim, action or proceeding between the parties hereto arising out of or relating to the terms and conditions of this Agreement or any provision thereof (a “Dispute”), shall reimburse the prevailing party for reasonable attorney’s fees and expenses incurred by the prevailing party in connection with such Dispute; provided, however, that the Director shall only be required to reimburse the Company for its fees and expenses incurred in connection with a Dispute if the Director’s position in such Dispute was found by the court, arbitrator or other person or entity presiding over such Dispute to be frivolous or advanced not in good faith.

14.                Modifications. Neither this Agreement nor any provision hereof may be modified, altered, amended, or waived except by an instrument in writing duly signed by the party to be charged.

15.                Tense and Headings. Whenever any words used herein are in the singular form, they shall be construed as though they were also used in the plural form in all cases where they would so apply. The headings contained herein are solely for the purposes of reference, are not part of this Agreement and shall not in any way affect the meaning or interpretation of this Agreement.

16.                Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. Facsimile execution and delivery of this Agreement is legal, valid, and binding for all purposes.

IN WITNESS WHEREOF, the parties hereto have caused this Independent Director Agreement to be duly executed and signed as of the day and year first above written.

EXHIBIT A

Form of Stock Option Award Agreement

KAIVAL BRANDS INNOVATIONS GROUP, INC.

2020 STOCK AND INCENTIVE COMPENSATION PLAN

Nonqualified Stock Option

Grant of Option. KAIVAL BRANDS INNOVATIONS GROUP, INC., a Delaware corporation (the “Company”), hereby grants to the Awardee named below a Nonqualified Stock Option for the purchase of up to but not exceeding the number of shares of the Company’s Common Stock, $.001 par value per share (the “Option”), exercisable at the price and upon the terms and conditions set forth below, and subject to any adjustments made pursuant to Section 14 of the Company’s 2020 Stock and Incentive Compensation Plan (“Plan”):

Approval of Counsel Required for Issuance of Common Stock. No shares of Common Stock shall be issued pursuant to the exercise of the Option unless counsel for the Company shall be satisfied that such issuance will be in compliance with applicable Federal and state securities laws.

Option Subject to Plan. The Option is granted as a Nonqualified Stock Option as defined in Section 2(w) of the Plan that is not intended to qualify as an incentive stock option within the meaning of Section 422 of the Internal Revenue Code, is issued pursuant to the Plan, and is in all respects subject to the terms, provisions, conditions and restrictions of the Plan. In the event of any conflict between this instrument and the Plan, the Plan shall control.

Defined Terms. Except as otherwise defined herein, capitalized terms used in this instrument shall have the meanings ascribed to such terms in the Plan.

Exercise Price. The Option exercise price set forth above for each related Common Share is not less than the Fair Market Value of each Common Share calculated as of the date of grant in accordance with Section 2(t) of the Plan. The exercise price is subject to adjustment pursuant to Section 14 of the Plan.

Vesting of Option. The Option will become vested and exercisable with respect to the number of shares set forth in the vesting schedule below until the Option is 100% vested, except as otherwise provided in the Plan:

All unvested shares underlying the Option shall vest immediately upon a Change of Control (as that term is defined in the Plan).

Option Period. The Option, or any part thereof, may be exercised at any time between the date at which it becomes vested and exercisable and the Expiration Date set forth above, inclusive of such dates, except that in the event of the Awardee’s death, or his or her Disability (as defined under Section 2(p) of the Plan), or if the Awardee’s employment by the Company is terminated for any reason, or if there is a Change of Control of the Company, then the provisions of Sections 12(c) and 14(b) of the Plan, respectively, shall govern the option period.

Method of Exercise. The Option is exercisable by providing a written notice of exercise in accordance with the procedures adopted by the Committee, but subject to all conditions and restrictions set forth in the Plan, and the Option consideration shall be payable in one of the forms permitted under Section 8(f) of the Plan, as determined by the Committee. The exercise price for the number of shares exercised under the Option shall be payable in full at the time of exercise.

Transferability. The Option is not assignable or transferable except by will or the laws of descent or distribution and is exercisable during the Awardee’s lifetime only by him or her. No assignment or transfer of the Option, or the rights represented thereby, whether voluntary or involuntary, by operation of law or otherwise (except to a designated beneficiary, upon death, by will or the laws of descent or distribution) will vest in the assignee or transferee any interest or right herein whatsoever, but immediately upon such assignment or transfer the Option will terminate and become of no further effect.

Tax Withholding on Exercise. Awardee shall satisfy the Company’s withholding obligation of any federal, state, local or foreign taxes of any kind required to be withheld as a result of an exercise of the Option by providing payment of the amount of such withholding: (i) by cash, certified or cashier’s check, money order or personal check; (ii) by delivery of shares of the Company’s common stock already owned by Awardee; (iii) by the Company’s withholding from other compensation payable to Awardee by the Company; or (iv) pursuant to a request by Awardee, by withholding from the shares of common stock to be delivered upon exercise of the Option no more than the maximum number of shares that is necessary to satisfy the statutory withholding obligation.

The Awardee acknowledges receipt of a copy of the Plan, represents that he or she is familiar with the terms and provisions thereof, and hereby accepts the Option evidenced hereby subject to all the terms, provisions, conditions and restrictions of the Plan. The Awardee also understands that this Option is not intended to qualify as an Incentive Stock Option as defined in Section 422 of the Code. Accordingly, the Awardee understands that he or she will recognize taxable income upon exercise of the Option based on the difference between the Option exercise price and the Fair Market Value of the shares at the time of exercise.

EXHIBIT B

Insider Trading Policy

See attached.

12

Exhibit 10.2

CONSULTING AGREEMENT

This Consulting Agreement (“Agreement”) is made and entered into as of the 14th day of June, 2021 (the “Effective Date”) by and between Kaival Brands Innovations Group, Inc. (the “Company”), and Mark L. Thoenes/MLT Consulting Services, LLC (the “Consultant”).

1.       SERVICES AND COMPENSATION

(a)                Consultant is being retained by the Company and engaged to perform the services described in Exhibit A (the “Services”), as may be requested by the Company during the term of the engagement, in accordance with the terms and conditions of this Agreement.

(b)               The Company agrees to pay Consultant the compensation set forth in Exhibit A in exchange for the performance of the Services, as may be requested by the Company, for the term of this Agreement.

(c)                The term of the engagement in this Agreement is expected to be approximately six and one-half (6 1/2) months beginning June 14^th, 2021, and expiring on or about December 31^st, 2021, and may be extended at any time only upon written agreement by the Company and the Consultant.

(d)               For the term of this agreement and any term extension, the Consultant and Company agree that the approved number of billable hours shall not exceed twenty (20) hours per week. In the event Company requires Consultant to provide work in excess of the approved hours, such additional time must be pre-approved by an authorized representative of the Company and Consultant will then be compensated for the additional worked hours, as set forth in Exhibit A.

2.       CONFIDENTIALITY

(a)                “Confidential Information” means any Company proprietary information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customers, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, business opportunities including operations, planning and marketing interests, finances or other business information disclosed by the Company either directly or indirectly in writing, orally or by drawings or inspection of parts or equipment and information which would, due to the nature of information disclosed or the circumstances surrounding disclosure, appear to a reasonable person to be confidential or proprietary.

(b)               Consultant will not, during or subsequent to the term of this Agreement, use the Company’s Confidential Information for any purpose whatsoever other than the performance of the Services on behalf of the Company or disclose the Company’s Confidential Information to any third party, and it is understood that said Confidential Information shall remain the sole property of the Company. Consultant further agrees to take all reasonable precautions to prevent any unauthorized disclosure of such Confidential Information. Without the Company’s prior written approval, Consultant will not directly or indirectly disclose to anyone the existence of this Agreement or the fact that Consultant has this arrangement with the Company.

(c)                Consultant agrees that Consultant will not, during the term of this Agreement, improperly use or disclose any proprietary information or trade secrets of any former or current employer or other person or entity with which Consultant has an agreement or duty to keep in confidence information acquired by Consultant in confidence, if any, and that Consultant will not bring onto the premises of the Company any unpublished document or proprietary information belonging to such employer, person or entity unless consented to in writing by such employer, person or entity. Consultant will indemnify the Company and hold it harmless from and against all claims, liabilities, damages and expenses, including reasonable attorney fees and costs of suit, arising out of or in connection with any violation or claimed violation of a third party’s rights resulting in whole or in part from the Company’s use of the work product of Consultant under this Agreement.

(d)               Consultant recognizes that the Company has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. Consultant agrees that Consultant owes the Company and such third parties, during the term of this Agreement and thereafter, a duty to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out the Services for the Company consistent with the Company’s agreement with such third party.

(e)               Upon the termination of this Agreement, or upon Company’s earlier request, Consultant will deliver to the Company all of the Company’s property or Confidential Information in tangible form that Consultant may have in Consultant’s possession or control.

3.       OWNERSHIP

(a)                Consultant agrees that all copyrightable material, notes, records, drawings, designs, inventions, improvements, developments, discoveries, trade secrets or other intellectual property (collectively, “Inventions”) conceived, discovered, developed or reduced to practice by Consultant, solely or in collaboration with others, during the performance of the Services under this Agreement are the sole property of the Company. In addition, any Inventions which constitute copyrightable subject matter shall be considered “works made for hire” as that term is defined in the United States Copyright Act. Consultant further agrees to assign (or cause to be assigned) and does hereby assign fully to the Company all such Inventions and any copyrights, patents, mask work rights or other intellectual property rights relating thereto.

(b)               Consultant agrees to assist Company, or its designee, at the Company’s expense, in every proper way to secure the Company’s rights in the Inventions and any copyrights, patents, mask work rights or other intellectual property rights relating thereto 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 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, its successors, assigns and nominees the sole and exclusive rights, title and interest in and to such Inventions, and any copyrights, patents, or other intellectual property rights relating thereto. Consultant further agrees that Consultant’s obligation to execute or cause to be executed, when it is in Consultant’s power to do so, any such instrument or papers shall continue after the termination of this Agreement.

(c)                Consultant agrees that if, in the course of performing the Services, Consultant incorporates into any Invention developed hereunder any invention, improvement, development, concept, discovery or other proprietary information owned by Consultant or in which Consultant has an interest, the Company is hereby assigned all rights in connection with such Invention.

(d)               Consultant agrees that if the Company is unable because of Consultant’s unavailability, dissolution, mental or physical incapacity, or for any other reason, to secure Consultant’s signature to apply for or to pursue any application for any United States or foreign patents or mask work or copyright registrations covering the Inventions assigned to the Company above, then Consultant hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Consultant’s agent and attorney in fact, to act for and in Consultant’s behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyright and mask work registrations thereon with the same legal force and effect as if executed by Consultant.

4.       REPORTS

Consultant agrees that it will from time to time during the term of this Agreement or any extension thereof keep the Company advised as to Consultant’s progress in performing the Services hereunder and that Consultant will, as requested by the Company, prepare written reports with respect thereto. It is understood that the time required in the preparation of such written reports shall be considered time devoted to the performance of Consultant’s Services.

5.       CONFLICTING OBLIGATIONS

Consultant certifies that Consultant has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, or that would preclude Consultant from complying with the provisions hereof and further certifies that Consultant will not enter into any such conflicting Agreement during the term of this Agreement.

6.       AGREEMENT NOT TO COMPETE

(a)    In view of Consultant’s access to the Company’s trade secrets and proprietary know-how, Consultant agrees that (s)he shall not participate directly or indirectly, in any business or activity that is in competition with the Company, in any capacity, whether as an owner, shareholder, partner, director, officer, employee, agent, independent contractor or consultant during the term of this Agreement.

(b)   Consultant further agrees that during the term and for 1 year (12 months) after termination of this Agreement, Consultant shall not, directly or indirectly, perform duties, provide services or solicit or accept business that is in competition with any business of the Company, in any capacity, whether as an owner, shareholder, partner, director, officer, employee, agent, independent contractor or consultant.

(c)    Should Consultant fail to abide by the foregoing agreement not to compete following termination of this Agreement, the 12-month non-competition period shall run from the date of compliance with this provision whether such compliance is obtained by court order or voluntarily.

7.       NON-SOLICITATION AND ANTI-RAIDING

During the term of this Agreement and for a period of two (2) years after termination of this Agreement, Consultant agrees that (s)he will not, directly or indirectly, either for his/herself, or as a stockholder, partner, investor, director, officer, employee, consultant, independent contractor, agent or in any other capacity:

(a)        Perform any services for or sell, solicit or attempt to sell any services to, or interfere with Company’s relationship with any person, company or other entity that was a customer of Company or was identified by Company as a prospective customer during the period that I was employed by Company. “Customer” means all persons, firms or entities that have either (i) sought or obtained Company’s services, (ii) contacted Company for the purpose of seeking or obtaining Company’s services, or (iii) been contacted by Company for the purpose of providing its services;

(b)        or solicit, hire or employ, or cause any other person, company or entity to solicit, hire or employ any employee or contractor retained or employed by Company.

8.       CONTACT WITH OTHERS CONCERNING THE COMPANY

(a)                Consultant shall not issue, authorize, or condone any comments or statements to the media, present, future, or future employees of the Company, or any individual or entity with which the Company has a business relationship that reflects upon the Company or encourages any action relating to the Company without prior authorization from the Company.

9.       TERM AND TERMINATION

(a)                This Agreement will commence on the Effective Date and will continue until the earlier of (i) the end of the term of this Agreement, or any extension or major modification of this Agreement thereof, or (ii) earlier termination as provided below.

(b)               Either party may terminate this Agreement upon forty-five (45) days written notice to the other party. Any such notice shall be addressed at the addresses shown below or such other address as either party may notify the other of and shall be deemed given upon delivery if personally delivered, or forty-eight (48) hours after deposited in the United States mail, postage prepaid, registered or certified mail, return receipt requested. The Company may terminate this agreement with less than a forty-five (45) day notification period, if such earlier notification period is mutually agreed upon in writing between the Company and the Consultant. The Company may terminate this Agreement immediately and without prior notice if Consultant refuses to or is unable to perform the Services or is in breach of any material provision of this Agreement.

(c)                Upon such termination all rights and duties of the parties toward each other shall cease except:

(i)            that the Company shall be obliged to pay, within ten (10) business days of the effective date of termination, all compensation payments unpaid and owing to the Consultant at the time of termination for the remaining term of this Agreement and related business expenses, if any, in accordance with the provisions of Section 1 (Services and Compensation) hereof; and

(ii)            Sections 2 (Confidentiality), 3 (Ownership) and 10(Independent Contractor) shall survive termination of this Agreement.

10.   ASSIGNMENT

Neither this Agreement nor any right hereunder nor any interest herein may be assigned or transferred by Consultant without the express written consent of the Company.

11.   INDEPENDENT CONTRACTOR

Nothing in this Agreement shall in any way be construed to constitute Consultant as an agent, employee or representative of the Company, but Consultant shall perform the Services hereunder as an independent contractor. Consultant acknowledges and agrees that Consultant is obligated to report as income all compensation received by Consultant pursuant to this Agreement, and Consultant agrees to and acknowledges the obligation to pay all self-employment and other taxes thereon. Consultant further agrees to indemnify the Company and hold it harmless to the extent of any obligation imposed on Company (i) to pay in withholding taxes or similar items or (ii) resulting from Consultant’s being determined not to be an independent contractor.

12.   BENEFITS

Consultant acknowledges and agrees, and it is the intent of the parties hereto, that Consultant receives no benefits from the Company, either as an independent contractor or employee. If Consultant is reclassified by a state or federal agency or court as an employee for tax or other purposes, Consultant will become a non-benefit employee and will receive no benefits from the Company, except those mandated by state or federal law, even if by the terms of the benefit plans or programs of the Company in effect at the time of such reclassification Consultant would otherwise be eligible for such benefits.

13.   ARBITRATION AND EQUITABLE RELIEF

(a)                Except as provided in Section 13(d) below, the Company and Consultant agree that any dispute or controversy arising out of, relating to or in connection with the interpretation, validity, construction, performance, breach or termination of this Agreement shall be settled by binding arbitration, in accordance with the rules then in effect of the American Arbitration Association (the “Rules”). The arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court of competent jurisdiction.

(b)               The arbitrator(s) shall apply state and federal law to the merits of any dispute or claim, without reference to conflicts of law rules. The arbitration proceedings shall be governed by federal arbitration law and by the Rules, without reference to state arbitration law. Consultant hereby consents to the personal jurisdiction of the state and federal courts located in Oregon State for any action or proceeding arising from or relating to this Agreement or relating to any arbitration in which the parties are participants.

(c)                In the event of arbitration, the losing party shall pay the costs and expenses of such arbitration, and the prevailing party’s counsel fees and expenses.

(d)               Consultant agrees that it would be impossible or inadequate to measure and calculate the Company’s damages from any breach of the covenants set forth in Sections 2, 3, 6, or 7 herein. Accordingly, Consultant agrees that if Consultant breaches Sections 2, 3, 6, or 7 the Company will have available, in addition to any other right or remedy available, the right to obtain from any court of competent jurisdiction an injunction restraining such breach or threatened breach and specific performance of any such provision. Consultant further agrees that no bond or other security shall be required in obtaining such equitable relief and Consultant hereby consents to the issuances of such injunction and to the ordering of such specific performance.

(e)            CONSULTANT HAS READ AND UNDERSTANDS SECTION 13, WHICH DISCUSSES ARBITRATION. CONSULTANT UNDERSTANDS THAT BY SIGNING THIS AGREEMENT, CONSULTANT AGREES TO SUBMIT ANY CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, OR THE INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH OR TERMINATION THEREOF, EXCEPT AS PROVIDED IN SECTION 13(d), TO BINDING ARBITRATION, AND THAT THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF CONSULTANT’S RIGHT TO A JURY TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF THE RELATIONSHIP BETWEEN THE PARTIES.

14.   INDEMNIFICATION AND HOLD HARMLESS

To the maximum extent permitted by law, but except for gross negligence, willful misconduct or any intentional wrongful act, the Company hereby agrees to indemnify and fully hold harmless (including attorney fees) Consultant from any and all claims, demands, cause of action, fine or penalty that may be asserted by any third parties and arising from the performance of Consultant’s duties and responsibilities for the Company. The indemnification and covenants contained in this Section 14. shall survive the expiration or earlier termination of this Agreement. As used in this Section 14. , the term Company shall include authorized successors and assigns of the Company.

15.   INDEMNITY SURVIVAL

The Company’s obligation to indemnify the Consultant shall survive expiration or termination of this Agreement with respect to the proceedings or threatened proceedings based on acts or omissions of the Consultant occurring during the Consultant’s tenure with the Company and this Agreement. Such obligations shall be binding upon the Company’s successors and assigns and shall inure to the benefit of the Consultant’s heirs and personal representatives.

16.   GOVERNING LAW

This Agreement shall be governed by the internal substantive laws, but not the choice of law rules, of the State of Oregon.

17.   SEVERABILITY AND CONSTRUCTION.

If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be enforced to the extent consistent with applicable law; and (ii) the balance of the Agreement shall be enforceable in accordance with its terms.

This Agreement is the result of negotiations between and has been reviewed by each of the parties hereto and their respective counsel, if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed in favor of or against any one of the parties hereto.

18.   ENTIRE AGREEMENT

This Agreement, together with exhibits hereto, is the entire agreement of the parties and supersedes any prior agreements between them, whether written or oral, with respect to the subject matter hereof.

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

Mark L. Thoenes/MLT Consulting Services, LLC 21153 SW Arapaho Court Tualatin, OR 97062 mltpacnw@gmail.com 503.701.6435

EXHIBIT A

SERVICES AND COMPENSATION

Statement of Work

1.                               Contact

Consultant’s principal Company contact: Roger Brooks, Board Director, Audit Committee Chairman. Secondary Company contacts include: Niraj Patel, CEO & President; Eric Mosser, COO, and; Melissa Kennedy, Controller

2.                               Services

1.       Scope of Consulting Work

Primary roles will be:

- Document processes and time tables for monthly and quarterly financial close and reporting; P&L, balance sheet and cash flow. Identify any missing info. Improve as possible expanding on operating expense reporting categories.

- Review YTD FY 2021 financial reporting for accuracy and format.

- Develop a three month rolling forecast model, including cash flow that can be updated quarterly. Ascertain what level of detail is possible. Who should be responsible for what part of forecast input.

- Assess near term cash flow and financing needs, if any.

- Evaluate banking arrangements including reconciliation processes and opportunities to collect funds more expeditiously and streamline, if needed.

- Identify personnel needs for the finance/accounting function.

- Document payroll process.

- Document benefits and insurances.

- Document salary, salary change and bonus award processes.

- Develop a modeling format for a three year financial plan and a first pass financial plan.

- Develop a budget package/format for FY 2022.

- Recommend appropriate KPIs.

- Document existing internal controls. Recommend enhancements.

The Consultant and Company will mutually agree upon the days to perform these duties.

2.       Expected Outcome

3.       Tracking Requirements

3.        Compensation

1.       Compensation Structure

(a) Services Fee: $130 per hourly rate paid in $U.S. dollars by the Company to the Consultant for the entire term of this Agreement.

(b) Expenses: The Company will reimburse the Consultant for any usual and customary business expenses as may be reasonably required to provide the services to the Company for the term of this Agreement (e.g. office supplies, travel time and mileage).

(c) Payments to Consultant: The Consultant will provide the Company a Statement of Services rendered, including hourly fees and expenses in a Consultant’s Tracking Report, every bi-weekly period during the term of this Agreement. The payments for Statement of Services rendered will be delivered to the Consultant within ten (10) business days upon receipt of the Statement of Services by the Company during the term of this Agreement.

4.        Modification

This Statement of Work may be updated or changed via written agreement between the Parties.

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