This Agreement shall continue for a period
of one (1) year from the Effective Date and shall continue thereafter for as long as Director is elected as a member of the Board
of Directors by the shareholders of the Company.
(c) No Conflict.
Director will not engage in any activity that creates an actual or perceived conflict of interest with Company, and Director agrees
to notify the Board of Directors before engaging in any activity that could reasonably be assumed to create a potential conflict
of interest with Company. Notwithstanding anything herein to the contrary, it is understood that Director is in the business of
providing legal advisory services to entities and persons engaged in substantially similar activities as Company, and nothing herein
shall be construed to any way limit such activities.
3. Compensation
and Benefits
Director’s Fee.
In consideration of the services to be rendered under this Agreement, Company shall issue Director 250,000 shares of APPO common
stock, which shall be issued immediately and vest in accordance with Company’s regularly established practices regarding
the vesting of Directors’ share issuances. Director agrees and acknowledges that the Director’s stock will be issued
immediately and will re-up after December 31, 2018.
Stock and Stock Options.
The Company will issue to Director a restricted stock award promptly following execution of this Agreement.
Expenses. The Company
shall reimburse Director for all reasonable business expenses incurred in the performance of the Services in accordance with Company’s
expense reimbursement guidelines.
Indemnification.
Company will indemnify and defend Director against any liability incurred in the performance of the Services to the fullest extent
authorized in Company’s Articles of Incorporation, as amended, bylaws, as amended, and applicable law. Company will purchase
and maintain for the duration of the Term and any subsequent renewals thereof Director’s and Officer’s liability insurance
and Director shall be entitled to the protection of any insurance policies the Company maintains for the benefit of its Directors
and Officers against all costs, charges and expenses in connection with any action, suit or proceeding to which she may be made
a party by reason of his affiliation with Company, its subsidiaries, or affiliates. A copy of the insurance policy shall be provided
to Director for inspection upon request and Company shall notify Director in the event of any changes to such policy.
Records. So long
as the Director shall serve as a member of the Company’s Board of Directors the Director shall have full and unfretted access
to books and records of Company.
4. Termination
Right to Terminate.
At any time, Director may be removed as Board Member as provided in Company’s Articles of Incorporation, as amended, bylaws,
as amended, and applicable law. Director may resign as Board Member or Director as provided in Company’s Articles of Incorporation,
as amended, bylaws, as amended, and applicable law. Notwithstanding anything to the contrary contained in or arising from this
Agreement or any statements, policies, or practices of Company, neither Director nor Company shall be required to provide any advance
notice or any reason or cause for termination of Director’s status as Board Member, except as provided in Company’s
Articles of Incorporation, as amended, Company’s bylaws, as amended, and applicable law.
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Effect of Termination
as Director. Upon a termination of Director’s status as a Director, this Agreement will terminate; Company shall pay
to Director all compensation and expenses to which Director is entitled up through the date of termination; and Director shall
be entitled to his rights under any other applicable law. Thereafter, all of Company’s obligations under this Agreement shall
cease.
5. Termination
Obligations
Director agrees that all
property, including, without limitation, all equipment, tangible proprietary information, documents, records, notes, contracts,
and computer-generated materials provided to or prepared by Director incident to the Services and his membership on the Company’s
Board of Directors or any committee therefore the sole and exclusive property of the Company and shall be promptly returned to
the Company at such time as the Director is no longer a member of the Company’s Board of Directors.
Upon termination of this
Agreement, Director shall be deemed to have resigned from all offices then held with Company by virtue of her position as Board
Member. Director agrees that following any termination of this Agreement, she shall cooperate with Company in the winding up or
transferring to other directors of any pending work and shall also cooperate with Company (to the extent allowed by law, and at
Company’s expense) in the defense of any action brought by any third party against Company that relates to the Services.
6. Nondisclosure
Obligations
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 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 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 Director without restriction by a third party who rightfully
possesses the information and did not learn of it from Company.
7. Dispute
Resolution
(a) Jurisdiction and
Venue. The parties agree that any suit, action, or proceeding between Director and Company (and its affiliates, shareholders,
directors, officers, employees, members, agents, successors, attorneys, and assigns) relating to this Agreement shall be brought
in either the United States District Court for the State of Florida or in a Florida State court and that the parties shall submit
to the jurisdiction of such court. The parties irrevocably waive, to the fullest extent permitted by law, any objection the party
may have to the laying of venue for any such suit, action or proceeding brought in such court. If any one or more provisions of
this Section shall for any reason be held invalid or unenforceable, it is the specific intent of the parties that such provisions
shall be modified to the minimum extent necessary to make it or its application valid and enforceable.
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(b) Attorneys’
Fees. Should any litigation, arbitration or other proceeding be commenced between the parties concerning the rights or obligations
of the parties under this Agreement, the party prevailing in such proceeding shall be entitled, in addition to such other relief
as may be granted, to a reasonable sum as and for its attorneys’ fees in such proceeding. This amount shall be determined
by the court in such proceeding or in a separate action brought for that purpose. In addition to any amount received as attorneys’
fees, the prevailing party also shall be entitled to receive from the party held to be liable, an amount equal to the attorneys’
fees and costs incurred in enforcing any judgment against such party. This Section is severable from the other provisions of this
Agreement and survives any judgment and is not deemed merged into any judgment.
8. Entire
Agreement
This Agreement constitutes
the entire understanding between the parties hereto superseding all prior and contemporaneous agreements or understandings among
the parties hereto concerning the Agreement.
9. Amendments;
Waivers
This Agreement may be amended,
modified, superseded or canceled, and any of the terms, covenants, representations, warranties or conditions hereof may be waived,
only by a written instrument executed by the parties or, in the case of a waiver, by the party to be charged. Any amendment or
waiver by the Company must be approved by the Company’s Board of Directors and executed on behalf of the Company by its Chief
Executive Officer. If the Director shall also serve as Chief Executive Officer, such amendment or waiver must be executed on behalf
of the Company by an officer designed by the Company’s Board of Directors.
10.
Assignment
This Agreement shall not
be assignable by either party.
11.
Severability
If any provision of this
Agreement shall be held by a court to be invalid, unenforceable, or void, such provision shall be enforced to fullest extent permitted
by law, and the remainder of this Agreement shall remain in full force and effect. In the event that the time period or scope of
any provision is declared by a court of competent jurisdiction to exceed the maximum time period or scope that such court deems
enforceable, then such court shall reduce the time period or scope to the maximum time period or scope permitted by law.
12.
Governing Law
This Agreement shall be
governed by and construed in accordance with the laws of the State of Florida.
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13.
Interpretation
This Agreement shall be
construed as a whole, according to its fair meaning, and not in favor of or against any party. Captions are used for reference
purposes only and should be ignored in the interpretation of the Agreement.
14.
Binding Agreement
Each party represents and
warrants to the other that the person(s) signing this Agreement below has authority to bind the party to this Agreement and that
this Agreement will legally bind both Company and Director. To the extent that the practices, policies, or procedures of Company,
now or in the future, are inconsistent with the terms of this Agreement, the provisions of this Agreement shall control. Any subsequent
change in Director’s duties or compensation as Board Member will not affect the validity or scope of the remainder of this
Agreement.
15.
Director Acknowledgment
Director acknowledges Director
has had the opportunity to consult legal counsel concerning this Agreement, that Director has read and understands the Agreement,
that Director is fully aware of its legal effect, and that Director has entered into it freely based on his own judgment and not
on any representations or promises other than those contained in this Agreement.
16.
Counterparts
This Agreement may be executed
in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the
same instrument.
17. Date
of Agreement
The parties have duly executed
this Agreement as of the date first written above.
| AlphaPoint Technology, Inc. |
|
Katya Fisher Esq. |
| a Delaware Corporation |
|
Individual |
| |
|
|
| /s/ Gary Macleod |
|
/s/ Katya Fisher Esq. |
| Name: |
Gary Macleod |
|
Name: |
Katya Fisher Esq. |
| Title: |
Chairman of the Board |
|
Title: |
Director |
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EXHIBIT A
DESCRIPTION OF SERVICES
Responsibilities as Director. Director
shall have all responsibilities of a Director of the Company imposed by Delaware or applicable law, the Articles of Incorporation,
as amended, and Bylaws, as amended, of Company. These responsibilities shall include, but shall not be limited to, the following:
1. Attendance.
Use best efforts to attend scheduled meetings of Company’s Board of Directors;
2. Act
as a Fiduciary. Represent the shareholders and the interests of Company as a fiduciary; and
3. Participation.
Participate as a full voting member of Company’s Board of Directors in setting overall objectives, approving plans and programs
of operation, formulating general policies, offering advice and counsel, serving on Board Committees, and reviewing management
performance.
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EXHIBIT B
STOCK AWARD
Options. Subject to the Board of Directors
Agreement, Company will grant a 250,000 shares of the company common stock on the date of this AGREEMENT.
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