THIS EMPLOYMENT AGREEMENT,
dated as of September 15, 2015 (the “Agreement”), between WOWIO, Inc. (the “Company”) and Robert H. Estareja
WHEREAS effective as to
the execution date hereof, this Agreement shall supersede and replace any prior employment arrangement and/or agreement (the “Prior
Employment Relationship”) that the Executive has or had with the Company but will not affect the balance of any accrued but
unpaid salary. The Executive has been employed with the Company as a consultant since June, 2014;
WHEREAS, for the purpose
of this Agreement, the term “Company” includes all subsidiaries, affiliates, dbas, successors and assigns of WOWIO, Inc.
NOW, THEREFORE, in consideration
of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
Section 1. Employment.
The Company shall employ
the Executive, and the Executive accepts employment with the Company, upon the terms and conditions set forth in this Agreement
for the period beginning on the execution date and ending as provided in Section 4 (the “Employment Period”).
Section 2. Position
the Employment Period, the Executive shall serve as the Chief Executive Officer and as a Member of the Board of Directors of the
Company and may also serve as such for each of its subsidiaries unless otherwise set forth in corporate documents, employment agreements
with other employees or public filings and shall have the usual and customary duties, responsibilities, and authority of a Chief
Executive Officer and Board Member to the power of the Board of Directors of the Company (the “Board”) (i) to reasonably
expand or limit such duties, responsibilities and authority and (ii) to override the actions of the Executive. The Executive shall,
if so requested by the Company, also serve with or without additional compensation, as an officer, director or manager of entities
from time to time directly or indirectly owned or controlled by the Company (each an “Affiliate,” or collectively, the
Executive shall report to the Board and shall devote his best efforts and substantially all of his active business time and attention
(expect for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the
Company and its Affiliates. The Executive shall perform his duties and responsibilities to the best of his abilities in a diligent
and professional manner.
foregoing restrictions shall not limit or prohibit the Executive from engaging in passive investment in active business ventures
and community, charitable and social activities not interfering with the Executive’s performance and obligations hereunder.
Section 3. Base
Salary and Benefits.
the Employment Period, the Executive’s base salary shall be Three Hundred Thousand Dollars ($300,000.00) per annum (the “Base
Salary”), such Base Salary shall be payable in regular installments in accordance with the Company’s general payroll practices
and subject to withholding and other payroll taxes. The Base Salary shall be reviewed by the Board on an annual basis in order
to implement any cost of living adjustments that it deems appropriate. In addition, during the Employment Period, the Executive
shall be entitled to participate in all employee benefit programs from time to time for which senior executive employees of the
Company and its Affiliates are generally eligible. The Executive shall be eligible to participate in all insurance plans available
generally from time to time to executives of the Company, their families and its Affiliates.
Performance Bonus. Each year during the Employment Period, in addition to the Base Salary, the Executive shall be eligible to earn
a Company Performance Bonus (an “Annual Bonus”) equal to Twenty-Five Percent (25%) of the Executive’s Base Salary at
the end of each calendar year. The Annual Bonus will only be payable if the aggregate amount of the Annual Bonuses to be paid to
all executives does not exceed Twenty-Five Percent (25%) of the Company’s net profits for such calendar year. The Executive shall
only be eligible to receive an Annual Bonus if he remains continuously employed by the Company through December 31 of the year
in which the Annual Bonus was earned. Any Annual Bonus payable pursuant to this Section 3(b) shall be paid to the Executive in
a single cash payment. The Company will make the Annual Bonus payment by March 15th of the year following the year in
which the bonus was earned, unless otherwise agreed to by the Company and the Executive.
the Employment Period, the Company shall provide the Executive with an automobile allowance of up to Eight Hundred Dollars ($800.00)
the Employment Period, the Company shall reimburse the Executive for all reasonable expenses incurred by him in the course of performing
his duties under this Agreement which are consistent with the Company’s and its Affiliates’ policies as such policies may be established
and amended from time to time with respect to travel, entertainment and other business expenses, subject in all instances to the
Company’s requirements with respect to reporting and documentation of such expenses.
the Employment Period, the Executive shall be entitled to Three (3) weeks paid vacation during each 12-month period worked commencing
on the Closing Date. Vacation days that remain unused at the end of a calendar year may not be carried over into the next calendar
year. Executive will not schedule or take vacation during the Two (2) week period surrounding the date in which a Securities and
Exchange Commission (“SEC”) periodic filing is due.
Section 4. Term.
Employment Period shall commence on the execution date and shall end on the Second (2nd) anniversary of such date.
The Agreement shall automatically renew for subsequent Two (2) year periods; provided, however, that (i) the Employment Period
shall terminate prior to such date upon the Executive’s resignation, death or Disability (as defined in the following sentence),
at any time prior to such date, and (ii) the Employment Period may be terminated by the Company at any time prior to such date
for Cause (as defined below) or without Cause. For purposes of this Agreement “Disability” shall mean “disability”
or “permanent disability” as set forth in the long-term disability plan of the Company, or if no such plan is in effect,
it shall mean any long-term disability or incapacity which (x) render the Executive unable to substantially perform his duties
hereunder for One Hundred Twenty (120) days during any 12-month period or (y) is predicted to render the Executive unable to substantially
perform his duties for One Hundred Twenty (120) days during any 12-month period based, in the case of this clause (y) only, upon
the opinion of a physician mutually agreed upon by the Company and the Executive, in each case as determined by the Board (excluding
the Executive if he should be a member of the Board at the time of such determination) in its good faith judgment; provided, however,
that no action shall be taken hereunder that precludes Executive from making a claim under any separate long-term disability policy
maintained by the Company. The last day on which Executive is employed by the Company, whether separation is voluntary or involuntary
and is with or without Cause or by reason of Executive’s resignation is referred to as the “Termination Date.”
the Employment Period is terminated by the Company without Cause, then the Executive shall be entitled to receive his Base Salary
for the period beginning on the Termination Date and ending on the Six (6) month anniversary of the Termination Date, unless the
Executive has breached the provisions of this Agreement in which case the provisions of Sections 9 and 11 apply. Such payments
of the Base Salary as severance shall be made periodically in the same amount and at the same intervals as if the Employment Period
had not ended and the Base Salary otherwise continued to be paid; provided, however, that no payments shall be made to the
Executive under this Section 4(b) prior to Six (6) months after the Termination Date if such payment would result in adverse
tax consequences to the Executive under Section 409 A of the Internal Revenue Code of 1986, as amended or replaced and as in effect
from time to time (the “Code”).
the Employment Period is terminated by the Company for Cause, or by reason of the Executive’s resignation, death or Disability,
the Executive shall be entitled to receive his Base Salary and any unpaid bonuses which he had earned in the previous year, only
to the extent such amount has accrued through the Termination Date.
as otherwise required by law, COBRA, or as specifically provided herein, all of the Executive’s rights to salary, severance, fringe
benefits and bonuses hereunder (if any) accruing after the Termination Date shall cease upon the Termination Date. If the Executive
is terminated by the Company without Cause, the sole compensation of the Executive and/or his successors, assigns, heirs, representatives
and estate shall be to receive the severance payments described in Section 4(b). If the Executive is terminated by the Company
for Cause, or if the Employment Period is terminated by reason of the Executive’s resignation, death or Disability, the sole remedy
of the Executive and/or his successors, assigns, heirs, representatives and estate shall be to receive the payment (if any) described
in Section 4c.
purpose of this Agreement, “Cause” means:
failure by the Executive to perform such duties as are reasonably requested by the Board (including email or other instructions);
Executive’s disregard of his duties or failure to act, where such action would be in the ordinary course of the Executive’s duties;
failure by the Executive to observe Company policies and/or policies of an Affiliate which are generally applicable to executives
of the Company and/or its Affiliates;
misconduct by the Executive in the performance of his duties;
conviction of or a plea of guilty or nolo contendere by the Executive to a misdemeanor involving fraud, embezzlement, theft, other
financial dishonesty or moral turpitude or to a felony that in the reasonable good faith determination of the Board, would have
a material adverse effect on the business, operations or financial condition of the Company or any of its Affiliates;
the material breach by the Executive of this Agreement (other than any breach by the Executive of the provisions of Section 5,
Section 6 or Section 7 hereof, (B) any breach of the provisions of Section 5, Section 6 or Section 7 hereof
or (C) any other agreement or contract with the Company, or any of its Affiliates.
absenteeism for purposes hereof, “chronic absenteeism” shall be deemed to have occurred if Executive has at least ten
(10) absences unrelated to Disability or illness in any ten (10) week period; or
Board’s reasonable determination that the Executive has engaged in a pattern of commissions of violations of state or federal law
relating to the workplace environment (including, without limitation, laws relating to sexual harassment or age, sex or other prohibited
Executive becomes the subject of any investigative proceedings by the SEC or any other governmental or regulatory authority and/or
is subject to any bars, bans or restrictions from participating in a public company, trading or in any manner conducting business
in any way relating to the business of the Company or its Affiliates.
The Company shall not be
entitled to terminate for Cause unless the Company provides written notice stating in reasonable detail the basis for termination
and a 30-day opportunity to cure to the Executive (unless: (w) the Company in good faith reasonably determines that providing such
opportunity to cure to the Executive is reasonably likely to have a material adverse effect on its business, financial condition,
results of operations, prospects or assets, (x) the facts and circumstances underlying such termination are not able to be cured
or (y) the Company has previously delivered a notice under the same clause of this Section 4(e); in any case, the Company
may terminate without providing an opportunity to cure upon a majority vote of the Board of Directors).
Section 5. Nondisclosure
and Nonuse of Confidential Information.
Executive shall not disclose or use at any time, either during the Employment Period or thereafter, any Confidential Information
(as defined below) of which the Executive is or becomes aware, whether or not such information is developed by him except to the
extent that such disclosure or use is directly related to and required by the Executive’s performance in good faith of duties assigned
to the Executive by the Company or is required to be disclosed by law, court order, or similar compulsion; provided, however,
that such disclosure shall be limited to the extent so required or compelled; and provided further, that the Executive shall
give the Company notice of such disclosure and cooperate with the Company in seeking suitable protection. The Executive shall take
all reasonably appropriate steps to safeguard Confidential Information and to protect it against disclosure, misuse, espionage,
loss and theft. The Executive shall deliver to the Company on the Termination Date, or at any time that the Company may request,
all memoranda, notes, plans, records, reports, computer tapes and software and other document and data (and copies thereof regardless
of the form thereof (including electronic and optical copies) relating to the Confidential Information or the Work Product (as
defined below) of the Business of the Company or any of its Affiliates which the Executive may then possess or have under his control.
used in this Agreement, the term “Confidential Information” means information that is not generally known
to the public and that is used, developed or obtained by the Company or any Affiliate in connection with its business,
including, but not limited to, information, observations and data obtained by the Executive while employed by the Company or
any predecessors thereof (including those obtained prior to the Closing Date) concerning (i) the business or affair of the
Company (or such predecessor), (ii) fees, costs and pricing structures (iii) designs, (iv) analyses, (v) drawings,
photographs and reports, (vi) computer software, including operating systems, applications and program Ii tings, (vii) flow
charts, manuals and documentation, (viii) data bases, (ix) accounting and business methods, (x) inventions, devices, new
developments, methods and process es, whether patentable or unpatentable and whether or not reduced to practice, (xi)
customers, clients and suppliers and customer, client and supplier lists, (xii) other copyrightable works, (xiii) all
production methods, processes , technology and trade secrets, (xiv) business strategies, acquisition plans and candidates
financial or other performance data and personnel lists and data, and (xv) all similar and related information in whatever
form. Confidential Information shall not include any information that has been published in a form generally available to the
public prior to the date the Executive proposes to disclose or use such information. Confidential Information shall not be
deemed to have been published merely because individual portions of the information have been separately published, but only
if all material features comprising such information have been published in combination.
Section 6. Inventions
The Executive agrees
that all inventions, innovations, improvements, technical information, systems, software developments, methods, designs, analyses,
drawings, reports, service marks, trademarks, trade names, logos and all similar or related information (whether patentable or
unpatentable) which relates to the Company’ or any of its Affiliates’ actual or anticipated business , research and
development or existing or future products or services and work are conceived, developed or made by the Executive (whether or
not during usual business hours or on the premises of the Company or any Affiliate and whether or not alone or in conjunction
with any other person) while employed by the Company (including those conceived, developed or made prior to the date of this Agreement)
together with all patent applications, letters patent, trademark, tradename and service mark applications or registrations, copyrights
and reissues thereof that may be granted for or upon any of the foregoing (collectively referred to herein as the “Work
Product”), belong in all instances to the Company or such Affiliate. The Executive shall promptly disclose such Work
Product to the Board and perform all actions reasonably requested by the Board (whether during or after the Employment Period)
to establish and confirm the Company’s ownership of such Work Product (including, without limitation, the execution and
delivery of assignments, consents, powers of attorney and other instruments) and to provide reasonable assistance to the Company
or any of its Affiliates in connection with the prosecution of any applications for patents, trademarks, trade names, service
marks or reissues thereof or in the prosecution or defense of interferences relating to any Work Product. If the Company is unable,
after reasonable effort, to secure the signature of the Executive on any such papers, any executive officer of the Company shall
be entitled to execute any such papers as the agent and the attorney-in-fact of the Executive, and the Executive hereby irrevocably
designates and appoints each executive officer of the Company as his or her agent and attorney-in-fact to execute any such papers
on his or her behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights
and interests in any Work Product, under the conditions described in this sentence.
Section 7. Non-Solicitation.
Executive acknowledges that, in the course of employment with the Company and/or its Affiliates and their predecessors, he has
become familiar, or will become familiar, with the Company’ and its Affiliates’ and their predecessors’ trade
secrets and with other confidential information concerning the Company, its Affiliates and their respective predecessors and that
his services have been and will be of special, unique and extraordinary value to the Company and its Affiliates. Therefore, in
order to protect the Company’s interest in both its Confidential Information, and the near permanent relationship that it
has providing professional services to its customers, the Executive agrees that during the Employment Period and for One (1) year
thereafter (the “Non-Solicit Period”, subject to automatic extension during the period of a violation of this
Section 7), he shall not directly or indirectly through another person or entity:
or attempt to induce any employee of the Company or any Affiliate to leave the employ of the Company or such Affiliate, or in any
way interfere with the relationship between the Company or any such Affiliate, on the one hand and any employee thereof, on the
for hire or hire any person who was an employee of the Company or any Affiliate until Six (6) months after such individual’s employment
relationship with the Company or any Affiliate has been terminated, provided that the Executive may hire any such person (so long
as such person is not a manager or executive officer of the Company or any Affiliate) who respond to a general advertisement offering
induce or attempt to solicit or induce any of the current or former customers of the Company and/or any Affiliate that were a
customer at any time during the period starting Six (6) months before the Employment Period and ending Six (6) months after termination
of this Agreement or (each, a “Customer,” and collectively, the “Customers”) to cease or reduce
doing business with the Company or such Affiliate or in any way interfere or attempt to interfere with the relationship between
any such Customer, on the one hand, and the Company or any such Affiliate, on the other hand; or
Executive understands that the foregoing restrictions may limit his ability to earn a livelihood in a business similar to the
business of the Company and it Affiliate, but he nevertheless believes that he has received and will receive sufficient consideration
and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to
clearly justify such restrictions which, in any event (given his education, skills and ability), the Executive does not believe
would prevent him from otherwise earning a living. The Executive further understands that the provisions of Sections 5 through
7 are reasonable and necessary to preserve the legitimate business interests of the Company and Affiliates.
Executive shall inform any prospective or future employer of any and all restrictions contained in this Agreement and provide such
employer with a copy of such restrictions (but no other terms of this Agreement), prior to the commencement of that employment.
Executive agrees that the restrictions are reasonable and necessary, are valid and enforceable under New York law, and do not
impose a greater restraint than necessary to protect the Company’s legitimate business interests. If, at the time of enforcement
of Sections 5 through 7, a court holds that the restrictions stated herein are unreasonable under the circumstances then
existing, the Executive and the Company agree that the maximum period, scope or geographical area reasonable under such circumstances
shall be substituted for the stated period, scope or area so as to protect the Company to the greatest extent possible under applicable
Section 8. Insurance.
The Company, for their
own benefit or for the benefit of their financing sources, may maintain “keyman” life, officer and director, and disability
insurance policies covering the Executive. The Executive shall cooperate with the Company and/or Holding and provide such information
or other assistance as the Company and/or Holding reasonably may request in connection with obtaining and maintaining such policies.
Section 9. Severance
addition to the foregoing, and not in any way in limitation thereof, or in limitation of any right or remedy otherwise available
to the Company , if the Executive violates any provision of the foregoing Section 5, Section 6 or Section 7,
any severance payments then or thereafter due from the Company to the Executive pursuant to Section 4 shall be terminated
forthwith and the Company’s obligation to pay and the Executive’s right to receive such severance payments shall terminate
and be of no further force or effect, if and when determined by a court of competent jurisdiction, in each case without limiting
or affecting the Executive’s obligations (or terminating the Non-Solicit Period) under such Section 5, Section 6
and Section 7, or the Company’s other rights and remedies available at law or equity.
Section 10. Representations
and Warranties of the Executive.
The Executive hereby represents
and warrants to the Company that (a) the execution, delivery and performance of this Agreement by the Executive does not and shall
not conflict with breach violate or cause a default under any agreement, contract or instrument to which the Executive is a party
or any judgment, order or decree to which the Executive is subject, (b) the Executive is not a party to or bound by any employment
agreement, consulting agreement, non-compete agreement, confidentiality agreement or similar agreement with any other person or
entity and (c) upon the execution and delivery of this Agreement by the Company and the Executive, this Agreement will be a valid
and binding obligation of the Executive, enforceable in accordance with its terms. The Executive further represents and warrants
that he has not disclosed revealed or transferred to any third party any of the Confidential Information that he may have obtained
during the Prior Employment Relationship and that he bas safeguarded and maintained the secrecy of the Confidentiality Information
to which he has had access or of which he has knowledge. In addition, the Executive represents and warrants that he had no ownership
in nor any right to nor title in any of the Confidential Information and the Work Product.
Section 11. Notices.
All notice, requests, demands, claims, and
other communications hereunder shall be in writing. Any notice, request, demand, claim or other communication hereunder shall
be deemed duly given when delivered personally to the recipient, facsimile to the intended recipient at the telecopy number set
forth therefore below, provided that a copy is sent by a nationally recognized overnight delivery service (receipt requested),
or one (1) business day after deposit with a nationally recognized overnight delivery service (receipt requested), in each case
If to the Company, to:
9107 Wilshire Blvd, Suite 450
Beverly Hills, CA 90210
with a copy to:
Legal Representative: Arden E. Anderson, Esq.
Austin Legal Group, APC
3990 Old Town Ave, Suite A-112
San Diego, CA 92110
Office Phone: (619) 924-9600
Office Fax: (619) 881-0045
If to the Executive, to the address set forth on the signature page
or such other address as the recipient party
to whom notice is to be given may have furnished to the other party in writing in accordance herewith. Any such communication shall
deemed to have been delivered and received (a) when delivered, if personally delivered, sent by facsimile or sent by overnight
courier, and (b) on the Fifth (5th) business day following the date posted, if sent by mail. Instructions or notices of the type
described in Section 4(e) may be sent by email to the Executive.
Section 12. General
It is the desire and intent of the parties hereto that the provisions of this Agreement be enforced to the fullest extent permissible
under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular
provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid prohibited or unenforceable
for any reason, such provision as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of
this Agreement or affecting the validity or enforceability of this Agreement or affecting the validity or enforceability of such
provision in any other jurisdiction. Notwithstanding the foregoing if such provision could be more narrowly drawn so as not to
be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without
invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other
Agreement. This Agreement constitutes the entire agreement among the parties and supersedes any prior correspondence or document
evidencing negotiations between the parties, whether written or oral, and any and all understandings, agreements or representations
by or among the parties, whether written or oral, that may have related in any way to the subject matter of this Agreement.
The Executive and the Company have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity
or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Executive and the
Company and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any
of the provisions of this Agreement. Any reference to any federal, state, local, or foreign statute or law shall be deemed also
to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The word including shall
mean “including without limitation.”
and Assigns. Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be enforceable
by the Executive and the Company and their respective successors, assigns, heirs, representatives and estate; provided,
however, that the rights and obligations of the Executive under this Agreement shall not be assigned without the prior written
consent of the Company in its sole discretion. The Company may (i) assign any or all of its respective rights and interests hereunder
to one or more of its Affiliates, (ii) designate one or more of its Affiliates to perform its respective obligations hereunder
(in any or all of which cases the Company nonetheless shall remain responsible for the performance of all of their obligations
hereunder), (iii) collaterally assign any or all of its respective rights and interests hereunder to one or more lenders of the
Company or its Affiliates, (iv) assign its respective rights hereunder in connection with the sale of all or substantially all
of its business or assets (whether by merger, sale of stock or assets, recapitalization or otherwise) and (v) merge any of the
Affiliates with or into the Company (or vice versa). The rights of the Company hereunder are enforceable by its Affiliates, who
are the intended third party beneficiaries hereof.
Law. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE DOMESTIC LAWS OF THE STATE OF NEW YORK WITHOUT
GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTING PROVISION OR RULE (WHETHER OF THE STATE OF TEXAS OR ANY OTHER JURISDICTION),
THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK TO BE APPLIED.
Company and the Executive hereby irrevocably and unconditionally submit, for themselves and their property, to the non-exclusive
jurisdiction of any New York State court located in New York County or federal court of the United States of America sitting in
the State of New York and any appellate court from any thereof, in any action or proceeding arising out of or relating to this
Agreement or for recognition or enforcement of any judgment, and the Company and the Executive hereby irrevocably and unconditionally
agree that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court
or, to the extent permitted by law, in such federal court. The Company and the Executive irrevocably waive, to the fullest extent
permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. The Company
and the Executive agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
Company and the Executive irrevocably and unconditionally waive, to the fullest extent they may legally and effectively do so,
any objection that they may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating
to this Agreement in any New York State court or federal court of the United States of America sitting in the State of New York
and any appellate court from any thereof.
clauses (i)-(ii), the parties intend to and hereby confer jurisdiction to enforce the covenants contained in Section 6
upon the courts of any jurisdiction within the geographical scope of such covenants. If the courts of any one or more of such
jurisdictions hold such covenants wholly or partially invalid or unenforceable by reason of the breadth of such scope or otherwise,
it is the intention of the parties that such determination not bar or in any way affect the Company’s right to the relief
provided above in the courts of any other jurisdiction within the geographical scope of such covenants, as to breaches of such
covenants in such other respective jurisdictions, such covenants as they relate to each jurisdiction being, for this purpose severable
into diverse and independent covenants.
(iv) The parties
further agree that the mailing by certified or registered mail, return receipt requested to both (x) the other party and (y) counsel
for the other party (or such substitute counsel as such party may have given written notice of prior to the date of such mailing),
of any process required by any such court shall constitute valid and lawful service of process against them, without the necessity
for service by any other means provided by law. Notwithstanding the foregoing, if and to the extent that a court holds such means
to be unenforceable, each of the parties’ respective counsel (as referred to above) shall be deemed to have been designated agent
for service of process on behalf of its respective client, and any service upon such respective counsel effected in a manner which
is permitted by New York law hall constitute valid and lawful service of process against the applicable party.
and Waiver. The provisions of this Agreement may be amended and waived only with the prior written consent of the Company,
the Executive and Holding, and no course of conduct or failure or delay in enforcing the provisions of this Agreement shall affect
the validity, binding effect or enforceability of this Agreement or any provision hereof.
The section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
This Agreement may be executed in Two (2) or more counterparts, each of which shall be deemed an original and all of which together
shall constitute one and the same instrument.
[SIGNATURE PAGE TO FOLLOW]
IN WITNESS WHEREOF, the parties hereto have executed this Employment
Agreement as of the date first written above.
||THE COMPANY: |
||/s/ Brian Altounian|
||THE EXECUTIVE: Robert H. Estareja|
||/s/ Robert H.