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UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549


 


FORM 8-K

 


CURRENT REPORT


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934

 

Date of
report (date of earliest event reported): December 30,
2018


 


Blockchain Industries, Inc.

(Exact
name of registrant as specified in its charter)

 


Nevada


000-51126


88-0355407

(State
or other jurisdictionof incorporation)

(Commission
File Number)

(IRS
Employer ID No.)

 


730 Arizona Ave., Suite 220


Santa Monica, California

 

 


00901

(Address
of principal executive offices)

(Zip
Code)

  

Registrant’s
telephone number, including area code: 866-995-7521


 

 (Former
name or former address, if changed since last report.)

 

Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):

 

Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)

 

Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

 

Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))

 

Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))

 

Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 (§240.12b-2 of this chapter).

 

Emerging
growth company   ☐

 

If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. 

 

 

 


Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

 

On
December 30, 2018, the Board of Directors (the “Board”)
of Blockchain Industries, Inc. (the “Company”)
appointed three members to the Company’s Board of Directors.
In accordance with the Company’s Bylaws, the Board appointed
Mr. Richard Kromka to serve as a Class 3 Director and Vice-Chairman
of the Board, Mr. Michael H. Conn to serve as a Class 2 Director,
and Mr. Kevin Hu to serve as a Class 1 Director. The Board also
designated Mr. Patrick Moynihan, the Company’s Chairman of
the Board and Chief Executive Officer, as a Class 3 Director and
designated Mr. Max Robbins, current member of the Board, as a Class
2 Director. Messrs. Kromka, Conn and Hu’s biographies are
further detailed below. The Board now consists of Mr. Hu as a Class
I Director, Messrs. Robbins and Conn as Class II Directors, and
Messrs. Moynihan and Kromka as Class III
Directors.

 


Mr. Richard Kromka

 

Mr.
Richard Kromka, age 53, brings over 25 years of senior management
experience in the investment banking industry. He has also been
involved in the entertainment, airline and real estate industries,
holding other senior management positions. From June 1987 through
June 1998, Mr. Kromka was a Vice President for JP Morgan Chase
bank. From July 1998 to November 2000, he served as Chief Financial
Officer for Grupo Taca Airlines, Inc., a consolidated airline group
for Central America. From December 2000 through Jan 2003, he was
the Founder and Managing Director of Deutsche Bank’s $200MM
Venture Fund, during which time he sat on the Boards of FareChase,
Q-Trade, 3-Tex and Execution Noble Limited. From February 2003
through December 2005, he was the Chief Executive Officer of
Guerrilla Entertainment a company that he founded. From December
2005 through December 2010 he developed real estate and advised a
telecommunications company. Mr. Kromka is currently a Managing
Director with EC Mergers and Acquisitions managing its business in
Asia. He has an undergraduate BS degree from the University of
Richmond, Robins School of Business and an MBA from New York
University, Stern School of Business.

 

There
are no related party transactions with regard to Mr. Kromka
reportable under Item 404(a) of Regulation S-K.

 

In
connection with his appointment to the Board, the Company and Mr.
Kromka entered into a director agreement (the “Kromka
Director Agreement”), whereby the Company issued
to Mr.
Kromka options to purchase 600,000 shares of the Company’s
common stock at an exercise price of $1.75 over the course of four
years (the “Kromka Options”). 200,000 of the Kromka
Options vested on January 1, 2019, and the remaining 400,000 Kromka
Options would vest upon a Sale Transaction (as defined in the
Kromka Director Agreement) if it were ever to occur. The Company
will reimburse Mr. Kromka for all reasonable out-of-pocket travel
expenses incurred in connection with the performance of his duties
under the Kromka Director Agreement.

 


Mr. Michael H. Conn

 

Mr.
Michael H. Conn, age 40, brings nearly 20 years of experience in
the global financial and financial technology industries. Since
December 2015 he has been the Founder and Managing Principal of
Quail Creek Ventures, an asset management and financial technology
investment and advisory business. Mr. Conn also served as
Co-founder and Chief Executive Officer of Ether Capital from
October 2017 through August 2018. Since May 2018 he served as
Co-founder, Director, President and Chief Investment Officer of
Bitfinance, a financial technology company focused on democratizing
access to alternative investment management, of which both Ether
Capital and Bitfinance focus on the intersection of blockchain
technology and the financial industry. From December 2013 through
November 2015, Mr. Conn was the Chief Operating Officer of the
Alternative Investment Management group for AllianceBernstein, a
global asset manager with close to $500 billion AUM. From November
2005 through January 2013, he was Managing Director and Head of
Corporate Strategy and Development for Trust Company of the West, a
global asset manager with over $200 billion AUM. Mr. Conn was
previously a director for Ether Capital (NEO:ETHC), a financial
technology company focused on bridging the Ethereum ecosystem and
the world of traditional finance, from October 2017 to August 2018.
He has an undergraduate degree and Masters of International
Economics and Finance from Brandeis University, as well as an MBA
from the University of Southern California’s Marshall School
of Business.

 

 

There
are no related party transactions with regard to Mr. Conn
reportable under Item 404(a) of Regulation S-K.

 

In
connection with his appointment to the Board, the Company and Mr.
Conn entered into a director agreement (the “Conn Director
Agreement”), whereby the Company issued to Mr.
Conn an option to purchase 250,000 shares of the Company’s
common stock (the “Conn Options”) with 100,000 of the
Conn Options vested on January 1, 2019 and the remaining 150,000
Conn Option vesting upon a Sale Transaction (as defined in the Conn
Director Agreement) if it were ever to occur. The Company will
reimburse Mr. Conn for all reasonable out-of-pocket travel expenses
incurred in connection with the performance of his duties under the
Conn Director Agreement.

 


Kevin Hu

 

Mr.
Kevin Hu, age 25, has served as the Company’s as Head of
Research and Allocation since March 2018. Previously, he was an
investment analyst at BlackRock’s Hedge Fund Solutions Group
from August 2015 through March 2018. He has an undergraduate degree
in Mathematics from the University of Toronto.

 

There
are no related party transactions with regard to Mr. Hu reportable
under Item 404(a) of Regulation S-K.

 

In
March of 2018, the Company entered into a consulting agreement with
Mr. Hu (the “Hu Consulting Agreement”), whereby Mr. Hu
would provide the Company with services related to risk oversight
and portfolio management for a term of three years starting from
the date of the Hu Consulting Agreement. Mr. Hu’s salary is
$200,000 per year and he was issued options to purchase 500,000
shares of the Company’s common stock vesting at different
times over the course of the Hu Consulting Agreement. Upon a Change
in Control (as defined in the Hu Consulting Agreement), all of
these unvested options vest immediately. The Company may terminate
the Hu Consulting Agreement upon giving Mr. Hu five (5) days prior
written notice of such termination. The Company may also terminate
the Hu Consulting Agreement immediately and without prior notice if
Mr. Hu refuses to or is unable to perform the Services (as defined
in the Hue Consulting Agreement) or is in breach of any material
provision of the Hu Consulting Agreement.

 

In
connection with Mr. Hu’s appointment to the Board, on
December 31, 2018, the Company and Mr. Hu entered into a director
agreement (the “Hu Director Agreement”), whereby the
Company issued to Mr. Hu an option to purchase 400,000 shares of
the Company’s common stock (the “Hu Options”)
with the 150,000 of the Hu Options vested on January 1, 2019 and
the remaining 250,000 Hu Option vesting upon a Sale Transaction (as
defined in the Hu Director Agreement) if it were to
occur. The
Company will reimburse Mr. Hu for all reasonable out-of-pocket
travel expenses incurred in connection with the performance of his
duties under the Hu Director Agreement.

 

The
foregoing descriptions of the Kromka Director Agreement, Conn
Director Agreement, Hu Director Agreement and Hu Director Agreement
are qualified in their entirety by reference to the provisions of
the agreements filed as Exhibits 10.1, 10.2, 10.3 and 10.4,
respectively, to this Current Report on Form 8-K, which are
incorporated by reference herein.

 


Item 8.01 Other Events.


 


On January 2, 2019, the Company issued a press release with regard
to Mr. Kromka’s, Mr. Conn’s and Mr. Hu’s
appointments to the Board. The press release is attached as Exhibit
99.1 to this Current Report on Form 8-K.

 

 


Item 9.01 Financial Statements and Exhibits


 

(d) The
following documents are filed as exhibits to this current report on
Form 8-K or incorporated by reference herein. Any document
incorporated by reference is identified by a parenthetical
reference to the SEC filing that included such
document.

 


Exhibit

 

 


No.

 


Description

 

 

 

 

Director
Agreement by and between the Company and Richard Kromka, dated
December 29, 2018

 

Director
Agreement by and between the Company and Michael Conn, dated
December 30, 2018

 

Director
Agreement by and between the Company and Kevin Hu, dated December
31, 2018

 

Consulting
Agreement by and between the Company and Kevin Hu, dated March 12,
2018

 

Press
Release dated January 2, 2019

 

 *
filed herewith

 

 

 


SIGNATURES

 

Pursuant
to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned, hereunto duly authorized.

 

 

 

 


Blockchain Industries, Inc.

 

 

Date: January 14,
2019

By: 

/s/
Patrick Moynihan

 

 

Name:
Patrick Moynihan

Title:
Chairman & Chief Executive Officer

 

 

 

 


Exhibit 10.1

 


DIRECTOR AGREEMENT

 


THIS DIRECTOR AGREEMENT is made effective as of December 29, 2018
(the “Agreement”),
Blockchain Industries, Inc., a Nevada corporation with its
principal place of business at 720 Arizona Ave Suite 220 Santa
Monica CA 90401 (the “Company”),
and Richard Kromka (“Director”).

 


WHEREAS, it is essential to the Company to retain and attract as
directors the most capable persons available to serve on the board
of directors of the Company (the “Board”);
and

 


WHEREAS, the Company believes that 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 its Board,

 


WHEREAS, the Director shall be a Class 3 director whose term ends
and are subject to election at the annual meeting of shareholders
in 2021, 2024 and each third year thereafter.

 


NOW, THEREFORE, in consideration of the mutual promises contained
herein, the benefits to be derived by each party hereunder and
other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree as
follows:

 


1.
 Term.
The Director shall hold office until such time that such
Director’s successor is duly elected and qualified, or until
such Director’s death or removal from office. The Director
will be automatically removed from the Board if such Director
resigns his office by writing delivered to the Board, becomes
prohibited by law from acting as a director or commits a material
breach of this Agreement pursuant to Section 7
below.

 


2.
 Compensation
and Expenses
.

 


a.
 Stock
Option
. For the services provided to the Company as a
director, the Director shall receive a non-qualified stock option
(“Option”)
to purchase up to Six Hundred Thousand (600,000) shares of the
Company’s common stock (“Option
Shares
”), pursuant and subject to the Company’s
Equity Incentive Plan, a copy of which has been delivered to the
Director, at the following exercise prices and vesting
schedule:

 


Exercise Price

 


Quantity Vested

 


Vesting Date

 


Expiration Date

$1.75

 

200,000

 

1/1/2019

 

12/31/2023


 

 


 

 


 
 

 


 

$1.75

 

400,000

 

Sale
Transaction

 

12/31/2023

 

 

 


As used herein, “Sale Transaction” means any sale,
exchange or merger of not less than fifty percent (50%) of the
Company’s outstanding shares at a price that provides an
aggregate company valuation of not less than Fifty Million Dollars
($50,000,000).

 


In the event of the termination of the Director’s service
relationship (whether an as employee, director or consultant) with
the Company (“Termination
of Service
”) at any time for any reason (including,
but not limited to, resignation, withdrawal, death, disability,
termination, with or without cause, or any other reason) before the
Director has exercised the Option in full, the Option shall
automatically expire, and cease to be exercisable immediately, with
respect to all of the Option Shares, whether vested or unvested. It
being understood and agreed that in no event will the Option become
exercisable for additional Options Shares upon a Termination of
Service for any reason and such outstanding and unexercised Option
shall immediately lapse and Director shall have no further rights
with respect to it.

 


b.
 Expenses.
Upon submission of appropriate receipts, invoices or vouchers as
may be reasonably required by the Company, the Company will
reimburse Director for all reasonable out-of-pocket travel expenses
incurred in connection with the performance of Director’s
duties under this Agreement.

 


c.
 Taxes.
The Director acknowledges that the exercise, transfer or other
disposition of the Option may give rise to significant U.S. income
tax consequences. Under Section 83 of the Internal Revenue Code and
Treas. Reg. section 1.83-7(b), upon the exercise of the Option, the
Director will recognize taxable ordinary income equal to the
difference between the fair market value of the common stock,
determined as of the exercise date, and the Option exercise price.
When the Director sells the common stock, the Director will
recognize taxable gain or loss (long-term if the Director held the
common stock for more than one year; otherwise, short-term) equal
to the difference between the amount the Director receives from the
sale and the tax basis of the common stock sold. If the Company, in
its discretion, determines that it is obligated to withhold any tax
in connection with the exercise of the Option, or in connection
with the transfer of any common stock acquired pursuant to the
Option, the Director hereby agrees that the Company may withhold
from the Director’s compensation or other remuneration the
appropriate amount of tax. At the discretion of the Company, the
amount required to be withheld may be withheld in cash from such
compensation or other remuneration or in kind from the common stock
otherwise deliverable to the Director on exercise of this option.
The Director further agrees that, if the Company does not withhold
an amount from the Director’s compensation or other
remuneration sufficient to satisfy the withholding obligation of
the Company, the Director will make reimbursement on demand, in
cash, for the amount underwithheld.

 


3.
 Market
Stand-Off Agreement
. In the event of a public or private
offering of the Company’s securities and upon request of the
Company, the underwriters or placement agents placing the offering
of the Company’s securities, the Director agrees not to sell,
make any short sale of, loan, grant any option for the purchase of,
or otherwise dispose of any of the Option Shares other than those
included in the registration, without the prior written consent of
the Company or such underwriters, as the case may be, for such
period of time from the effective date of such registration as may
be requested by the Company or such placement agent or
underwriter.

 

 


4.
 Confidential
Information
. The Director recognizes and acknowledges that
the Director will have access to Confidential Information (as
defined below) relating to the business or interests of the Company
or of persons with whom the Company may have business
relationships. The Director agrees that both during and after his
time as a director of the Company, the Director will not use for
the Director’s own, or for another’s benefit, or
disclose or permit the disclosure of any confidential information
relating to the Company, including without limitation any
information about the deliberations of the Board. The term
Confidential
Information
” means any non-public information that
relates to the actual or anticipated business and/or products,
research or development of the Company, its affiliates or
subsidiaries, or to the Company’s, its affiliates’ or
subsidiaries’ technical data, trade secrets, or know-how,
including, but not limited to, research, product plans, or other
information regarding the Company’s, its affiliates’ or
subsidiaries’ products or services and markets therefor,
customer lists and customers, prospective customers, software,
developments, inventions, processes, methodologies, algorithms,
know-how, procedures, formulas, technology, designs, drawings,
engineering, hardware configuration information, marketing,
finances, business plans, vendor relationships, passwords,
encryption coding, search technology, analytics, transaction data,
ledgers, and other business information disclosed by the Company,
its affiliates or subsidiaries, either directly or indirectly, in
writing, orally or by drawings or inspection of premises, parts,
equipment, programs, formulas, ledgers or other property of
Company, its affiliates or subsidiaries. The Director also agrees
during his appointment that he will not, other than for the benefit
of the Company and in connection with his service as a director,
make any notes, memoranda, electronic records, tape records, films,
photographs, plans, drawings or any form of record relating to any
matter within the scope of the business or concerning the dealings
or affairs of the Company and will return any such items at any
time at the request of the Board. The Director confirms that he has
notified the Board in writing of all other directorships,
appointments and interests, including any directorship, appointment
or interest in a company, business or undertaking which competes or
is likely to compete with the Company or which could otherwise
potentially give rise to a conflict with his duties with the
Company.

 


5.
 Duties,
Time and Commitment
. The Director shall use reasonable best
efforts to attend all convened meetings of the Board. During the
continuance of the Director’s appointment, the Director will
be expected to: (i) faithfully, efficiently, competently and
diligently perform his duties and exercise such powers as are
appropriate to his role as a director; (ii) in so far as reasonably
possible, attend all meetings of the Board and of any committees of
the Board of which he is a member; (iii) comply with all reasonable
requests, instructions and regulations made or given by the Board
(or by any duly authorized committee thereof) and give to the Board
such explanations, information and assistance the Board may
reasonably require; (iv) act in the best interests of the Company;
and (v) use commercially reasonable efforts to promote and extend
the interests and reputation of the Company, including assisting
the Board in relation to public and corporate affairs and bringing
to bear for the benefit of the Board the Director’s
particular knowledge and experience.

 

 


6.
 Business
Opportunities & Conflicts Disclosure
. The Company
acknowledges and agrees that the Director should be permitted to
engage in, acquire or invest in the same or similar activities or
lines of business involving the provision of services or products
with respect to digital assets, cryptocurrency, alternative
distribution ledgers and/or blockchain technologies (each, a
Business
Opportunity
”), provided that the Director fully
complies with and adheres to the following advance notice,
standards of conduct and Disqualified Business Opportunity (as
hereinafter defined) restrictions:

 


a.
 Business
Opportunity Notice
. Within ten (10) business days of the
Director’s appointment to the Board, the Director shall
inform the Board of any held (direct or indirect) personal
interests which may conflict with the Company and its businesses.
In the event that the Director becomes aware of a Business
Opportunity, the Director shall notify the Company in writing of
such opportunity (a “Disclosed
Business Opportunity
”) and deliver to the Company, or
provide the Company access to, all information prepared by or on
behalf of, or material information submitted or delivered to, the
Director related to such potential transaction (the
Business
Opportunity Notice
”). Following the expiration of the
thirty- (30-)-day period (“Business
Opportunity Notice Period
”) after receipt of such
Business Opportunity Notice, the Company shall be deemed to have
renounced any interest or expectancy in the Disclosed Business
Opportunity and the Director may pursue the Disclosed Business
Opportunity, provided that the Disclosed Business Opportunity is
conducted by the Director in accordance with the standard set forth
in Section 6.c. below and that the Disclosed Business Opportunity
is not a Disqualified Business Opportunity. The Company shall not
be prohibited from pursuing any Business Opportunity with respect
to which it is deemed to have renounced any interest or expectancy
as a result of this Section 6.

 


b.
 Disqualified
Business Opportunity
. During the term of this Agreement and
for a period of twelve (12) months after the Director ceases to be
a Director of the Company, the Director shall not shall not,
directly or indirectly, pursue, become engaged in or have any
ownership interest or become associated with in any Person (as
hereinafter defined) which directly or indirectly pursues or
becomes engaged in any Business Opportunity that (i) is first
presented to the Director solely in his capacity as a director or
officer of the Company or its affiliates or (ii) is identified by
the Director solely through the disclosure of information by or on
behalf of the Company or its affiliates (each such Business
Opportunity referred to in clauses (i) and (ii), a
Disqualified
Business Opportunity
”). The Director acknowledges that
the foregoing restrictions and time limitations with respect to a
Business Opportunity and Disqualified Business Opportunity are
reasonable and properly required for the adequate protection of the
business interests of the Company.

 


c.
 Standards
for Separate Conduct of Disclosed Business Opportunity
. The
Director may pursue a Disclosed Business Opportunity following the
expiration Business Opportunity Notice Period if such Disclosed
Business Opportunity is developed and pursued solely through the
use of personnel and assets of the Director or jointly with the
personnel and assets of any other “Person(s)
(as hereinafter defined), provided that such Person(s) does not owe
any fiduciary or other duty to the Company. “Person
means an individual, corporation, partnership, limited liability
company, trust, joint venture, unincorporated organization or other
legal or business entity.

 

 


7.
 Termination
for Material Breach
. The Director’s service on the
Board may be terminated by the Company pursuant to the provision of
written notice to the Director under Section 17 below in the event
of a material breach by the Director of any of the provisions of
this Agreement, including but not limited to Section 6 above;
provided however,
that the Director shall have been given reasonable notice and an
opportunity to promptly cure any such event of a material breach
(unless the event cannot be cured).

 


8.
 Limitation
of Liability; Right to Indemnification
. The Company shall
indemnify the Director in his capacity as director of the Company
to the fullest extent permitted by applicable law against all
debts, judgments, costs, charges or expenses incurred or sustained
by the Director in connection with any action, suit or proceeding
to which the Director may be made a party by reason of his being or
having been a director of the Company. The Company shall have the
right to assume, with legal counsel of its choice, the defense of
Director in any such action, suit or proceeding for which the
Company is providing indemnification to Director. Should Director
determine to employ separate legal counsel in any such action, suit
or proceeding, any costs and expenses of such separate legal
counsel shall be the sole responsibility of Director. If the
Company does not assume the defense of any such action, suit or
other proceeding, the Company shall, upon request of the Director,
promptly advance or pay any amount for costs or expenses
(including, without limitation, the reasonable legal fees and
expenses of counsel retained by Director) incurred by Director in
connection with any such action, suit or proceeding. The Company
shall not be obligated to indemnify Director against any actions
that constitute, in the reasonable discretion of the Board of
Directors, an act of gross negligence or willful misconduct or
contrary to the general indemnification provisions of the Nevada
Revised Statutes or the Company’s certificate of
incorporation or bylaws.

 


9.
 Remedies.
The Director agrees that any breach of the terms of Section 3 and
Section 6 of this Agreement 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 8.

 


10.
 Amendments
and Waiver
. No supplement, modification or amendment of this
Agreement will be binding unless executed in writing by both
parties. No waiver of any provision of this Agreement on a
particular occasion will be deemed or will constitute a waiver of
that provision on a subsequent occasion or a waiver of any other
provision of this Agreement.

 

 


11.
 Binding
Effect
. This Agreement will be binding upon and inure to the
benefit of and be enforceable by the parties and their respective
successors and assigns.

 


12.
 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.

 


13.
 Arbitration.
Any disputes arising from this Agreement not resolved by the
parties in a good faith, timely manner shall be arbitrated within
Los Angeles County, California under the rules and procedures of
the American Arbitration Association. Attorney fees and costs are
to be awarded to the prevailing party.

 


14.
 Governing
Law
. This Agreement will be governed by and construed and
enforced in accordance with the laws of the State of Nevada
applicable to contracts made and to be performed in that state
without giving effect to the principles of conflicts of
laws.

 


15.
 Entire
Agreement
. This Agreement constitutes the entire
understanding between the parties with respect to the subject
matter hereof, superseding all negotiations, prior discussions and
prior agreements and understanding relating to such subject
matter.

 


16.
 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:

 


If to the Company, to:


720 Arizona Ave


Suite 220


Santa Monica, CA 90401


Attention: President

 


If to the Director, to the address for notice on the signature page
to this Agreement or, if no such address is provided, to the last
address of the Director provided by the Director to the
Company.

 


Either of the parties may change their address for purposes of
notice hereunder by giving notice in writing to such other party
pursuant to this Section 16.

 


17.
 Miscellaneous.
This Agreement may be executed by the Company and Director in any
number of counterparts, each of which shall be deemed an original
instrument, but all of which together shall constitute but one and
the same instrument. Any party may execute this Agreement by
facsimile signature and the other party will be entitled to rely on
such facsimile signature as evidence that this Agreement has been
duly executed by such party.

 

 


18.
 Definitions.
As used in this Agreement, the following definitions shall
apply:

 


a.
 The
Board
shall have the meaning set forth in the
preamble.


b.
 Business
Opportunity
” shall have the meaning set forth in
Section 6.


c.
 Business
Opportunity Notice
” shall have the meaning set forth
in Section 6.


d.
 Business
Opportunity Notice
 Period
shall have the meaning set forth in Section 6.


e.
  “Company
shall have the meaning set forth in the
preamble.


f.
 Confidential
Information
” shall have the meaning set forth in
Section 4.


g.
 Dollars
and the sign
“$
” mean the lawful money of the United States
of America.


h.
  “Director
shall have the meaning set forth in the
preamble.


i.
 Disqualified
Business Opportunity
” shall have the meaning set forth
in Section 6.


j.
  “Option
shall have the meaning set forth in Section 2.


k.
  “Option
Shares
” shall have the meaning set forth in Section
2.


l.
 Termination
of Service
” shall have the meaning set forth in
Section 2.


m.
  “Person(s)
shall have the meaning set forth in Section 6.

 

 

 

 


The Parties have executed this Agreement as of the date first
written above.

 

 


DIRECTOR   
 

 


BLOCKCHAIN INDUSTRIES, INC.

 

 

 

 

 

 

 


By: 

/s/
Richard Kromka

 

By:

/s/
Patrick Moynihan

 

 

Name:
Richard Kromka

 

 

Name:
Patrick Moynihan

 

 

 

 

 

Title:
CEO

 

 


Address for Notice:

 


767 Third Ave


19th
Floor


New York, NY 10017

 

 

 

 


Exhibit 10.2

 


DIRECTOR AGREEMENT

 


THIS
DIRECTOR AGREEMENT is made effective as of December 30, 2018 (the
Agreement”),
Blockchain Industries, Inc., a Nevada corporation with its
principal place of business at 720 Arizona Ave Suite 220 Santa
Monica CA 90401 (the “
Company”),
and Michael Conn (“
Director”).

 


WHEREAS,
it is essential to the Company to retain and attract as directors
the most capable persons available to serve on the board of
directors of the Company (the “
Board”);
and

 


WHEREAS, the Company believes that 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 its Board,

 


WHEREAS,
the Director shall be a Class 2 director whose term ends and are
subject to election at the annual meeting of shareholders in 2020,
2023
 and
each third year thereafter.

 


NOW, THEREFORE, in consideration of the mutual promises contained
herein, the benefits to be derived by each party hereunder and
other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree as
follows:

 


1.
 Term.
The Director shall hold office until such time that such
Director’s successor is duly elected and qualified, or until
such Director’s death or removal from office. The Director
will be automatically removed from the Board if such Director
resigns his office by writing delivered to the Board, becomes
prohibited by law from acting as a director or commits a material
breach of this Agreement pursuant to Section 7
below.

 


2.
 Compensation
and Expenses
.

 


a.
 Stock
Option
. For
the services provided to the Company as a director, the Director
shall receive a non-qualified stock option
(“
Option”)
to purchase up to Two Hundred and Fifty Thousand (250,000) shares
of the Company’s common stock (“
Option
Shares
”),
pursuant and subject to the Company’s Equity Incentive Plan,
a copy of which has been delivered to the Director, at the
following exercise prices and vesting
schedule:

 


Exercise Price

 


Quantity Vested

 


Vesting Date

 


Expiration Date


$1.75

 


100,000

 

1/1/2019

 


12/31/2023


 

 


 

 



 
 

 


 


$1.75

 


150,000

 


Sale Transaction

 


12/31/2023

 

 

 


As used herein, “Sale Transaction” means any sale,
exchange or merger of not less than fifty percent (50%) of the
Company’s outstanding shares at a price that provides an
aggregate company valuation of not less than Fifty Million Dollars
($50,000,000).

 


In the
event of the termination of the Director’s service
relationship (whether an as employee, director or consultant) with
the Company (“
Termination
of Service
”)
at any time for any reason (including, but not limited to,
resignation, withdrawal, death, disability, termination, with or
without cause, or any other reason) before the Director has
exercised the Option in full, the Option shall automatically
expire, and cease to be exercisable immediately, with respect to
all of the Option Shares, whether vested or unvested. It being
understood and agreed that in no event will the Option become
exercisable for additional Options Shares upon a Termination of
Service for any reason and such outstanding and unexercised Option
shall immediately lapse and Director shall have no further rights
with respect to it.

 


b.
 Expenses.
Upon submission of appropriate receipts, invoices or vouchers as
may be reasonably required by the Company, the Company will
reimburse Director for all reasonable out-of-pocket travel expenses
incurred in connection with the performance of Director’s
duties under this Agreement.

 


c.
 Taxes.
The Director acknowledges that the exercise, transfer or other
disposition of the Option may give rise to significant U.S. income
tax consequences. Under Section 83 of the Internal Revenue Code and
Treas. Reg. section 1.83-7(b), upon the exercise of the Option, the
Director will recognize taxable ordinary income equal to the
difference between the fair market value of the common stock,
determined as of the exercise date, and the Option exercise price.
When the Director sells the common stock, the Director will
recognize taxable gain or loss (long-term if the Director held the
common stock for more than one year; otherwise, short-term) equal
to the difference between the amount the Director receives from the
sale and the tax basis of the common stock sold. If the Company, in
its discretion, determines that it is obligated to withhold any tax
in connection with the exercise of the Option, or in connection
with the transfer of any common stock acquired pursuant to the
Option, the Director hereby agrees that the Company may withhold
from the Director’s compensation or other remuneration the
appropriate amount of tax. At the discretion of the Company, the
amount required to be withheld may be withheld in cash from such
compensation or other remuneration or in kind from the common stock
otherwise deliverable to the Director on exercise of this option.
The Director further agrees that, if the Company does not withhold
an amount from the Director’s compensation or other
remuneration sufficient to satisfy the withholding obligation of
the Company, the Director will make reimbursement on demand, in
cash, for the amount underwithheld.

 


3.
 Market
Stand-Off Agreement
. In
the event of a public or private offering of the Company’s
securities and upon request of the Company, the underwriters or
placement agents placing the offering of the Company’s
securities, the Director agrees not to sell, make any short sale
of, loan, grant any option for the purchase of, or otherwise
dispose of any of the Option Shares other than those included in
the registration, without the prior written consent of the Company
or such underwriters, as the case may be, for such period of time
from the effective date of such registration as may be requested by
the Company or such placement agent or
underwriter.

 

 


4.
 Confidential
Information
. The
Director recognizes and acknowledges that the Director will have
access to Confidential Information (as defined below) relating to
the business or interests of the Company or of persons with whom
the Company may have business relationships. The Director agrees
that both during and after his time as a director of the Company,
the Director will not use for the Director’s own, or for
another’s benefit, or disclose or permit the disclosure of
any confidential information relating to the Company, including
without limitation any information about the deliberations of the
Board. The term “
Confidential
Information

means any non-public information that relates to the actual or
anticipated business and/or products, research or development of
the Company, its affiliates or subsidiaries, or to the
Company’s, its affiliates’ or subsidiaries’
technical data, trade secrets, or know-how, including, but not
limited to, research, product plans, or other information regarding
the Company’s, its affiliates’ or subsidiaries’
products or services and markets therefor, customer lists and
customers, prospective customers, software, developments,
inventions, processes, methodologies, algorithms, know-how,
procedures, formulas, technology, designs, drawings, engineering,
hardware configuration information, marketing, finances, business
plans, vendor relationships, passwords, encryption coding, search
technology, analytics, transaction data, ledgers, and other
business information disclosed by the Company, its affiliates or
subsidiaries, either directly or indirectly, in writing, orally or
by drawings or inspection of premises, parts, equipment, programs,
formulas, ledgers or other property of Company, its affiliates or
subsidiaries. The Director also agrees during his appointment that
he will not, other than for the benefit of the Company and in
connection with his service as a director, make any notes,
memoranda, electronic records, tape records, films, photographs,
plans, drawings or any form of record relating to any matter within
the scope of the business or concerning the dealings or affairs of
the Company and will return any such items at any time at the
request of the Board. The Director confirms that he has notified
the Board in writing of all other directorships, appointments and
interests, including any directorship, appointment or interest in a
company, business or undertaking which competes or is likely to
compete with the Company or which could otherwise potentially give
rise to a conflict with his duties with the
Company.

 


5.
 Duties,
Time and Commitment
. The
Director shall use reasonable best efforts to attend all convened
meetings of the Board. During the continuance of the
Director’s appointment, the Director will be expected to: (i)
faithfully, efficiently, competently and diligently perform his
duties and exercise such powers as are appropriate to his role as a
director; (ii) in so far as reasonably possible, attend all
meetings of the Board and of any committees of the Board of which
he is a member; (iii) comply with all reasonable requests,
instructions and regulations made or given by the Board (or by any
duly authorized committee thereof) and give to the Board such
explanations, information and assistance the Board may reasonably
require; (iv) act in the best interests of the Company; and (v) use
commercially reasonable efforts to promote and extend the interests
and reputation of the Company, including assisting the Board in
relation to public and corporate affairs and bringing to bear for
the benefit of the Board the Director’s particular knowledge
and experience.

 

 


6.
 Business
Opportunities & Conflicts Disclosure
. The
Company acknowledges and agrees that the Director should be
permitted to engage in, acquire or invest in the same or similar
activities or lines of business involving the provision of services
or products with respect to digital assets, cryptocurrency,
alternative distribution ledgers and/or blockchain technologies
(each, a “
Business
Opportunity
”),
provided that the Director fully complies with and adheres to the
following advance notice, standards of conduct and Disqualified
Business Opportunity (as hereinafter defined)
restrictions:

 


a.
 Business
Opportunity Notice
.
Within ten (10) business days of the Director’s appointment
to the Board, the Director shall inform the Board of any held
(direct or indirect) personal interests which may conflict with the
Company and its businesses. In the event that the Director becomes
aware of a Business Opportunity, the Director shall notify the
Company in writing of such opportunity (a
Disclosed
Business Opportunity
”)
and deliver to the Company, or provide the Company access to, all
information prepared by or on behalf of, or material information
submitted or delivered to, the Director related to such potential
transaction (the “
Business
Opportunity Notice
”).
Following the expiration of the thirty- (30-)-day period
(“
Business
Opportunity Notice Period
”)
after receipt of such Business Opportunity Notice, the Company
shall be deemed to have renounced any interest or expectancy in the
Disclosed Business Opportunity and the Director may pursue the
Disclosed Business Opportunity, provided that the Disclosed
Business Opportunity is conducted by the Director in accordance
with the standard set forth in Section 6.c. below and that the
Disclosed Business Opportunity is not a Disqualified Business
Opportunity. The Company shall not be prohibited from pursuing any
Business Opportunity with respect to which it is deemed to have
renounced any interest or expectancy as a result of this Section
6.

 


b.
 Disqualified
Business Opportunity
.
During the term of this Agreement and for a period of twelve (12)
months after the Director ceases to be a Director of the Company,
the Director shall not shall not, directly or indirectly, pursue,
become engaged in or have any ownership interest or become
associated with in any Person (as hereinafter defined) which
directly or indirectly pursues or becomes engaged in any Business
Opportunity that (i) is first presented to the Director solely in
his capacity as a director or officer of the Company or its
affiliates or (ii) is identified by the Director solely through the
disclosure of information by or on behalf of the Company or its
affiliates (each such Business Opportunity referred to in clauses
(i) and (ii), a “
Disqualified
Business Opportunity
”).
The Director acknowledges that the foregoing restrictions and time
limitations with respect to a Business Opportunity and Disqualified
Business Opportunity are reasonable and properly required for the
adequate protection of the business interests of the
Company.

 


c.
 Standards
for Separate Conduct of Disclosed Business
Opportunity
. The
Director may pursue a Disclosed Business Opportunity following the
expiration Business Opportunity Notice Period if such Disclosed
Business Opportunity is developed and pursued solely through the
use of personnel and assets of the Director or jointly with the
personnel and assets of any other “
Person(s)
(as hereinafter defined), provided that such Person(s) does not owe
any fiduciary or other duty to the Company.
Person
means an individual, corporation, partnership, limited liability
company, trust, joint venture, unincorporated organization or other
legal or business entity.

 

 


7.
 Termination
for Material Breach
. The
Director’s service on the Board may be terminated by the
Company pursuant to the provision of written notice to the Director
under Section 17 below in the event of a material breach by the
Director of any of the provisions of this Agreement, including but
not limited to Section 6 above;

provided
 however,
that the Director shall have been given reasonable notice and an
opportunity to promptly cure any such event of a material breach
(unless the event cannot be cured).

 


8.
 Limitation
of Liability; Right to Indemnification
. The
Company shall indemnify the Director in his capacity as director of
the Company to the fullest extent permitted by applicable law
against all debts, judgments, costs, charges or expenses incurred
or sustained by the Director in connection with any action, suit or
proceeding to which the Director may be made a party by reason of
his being or having been a director of the Company. The Company
shall have the right to assume, with legal counsel of its choice,
the defense of Director in any such action, suit or proceeding for
which the Company is providing indemnification to Director. Should
Director determine to employ separate legal counsel in any such
action, suit or proceeding, any costs and expenses of such separate
legal counsel shall be the sole responsibility of Director. If the
Company does not assume the defense of any such action, suit or
other proceeding, the Company shall, upon request of the Director,
promptly advance or pay any amount for costs or expenses
(including, without limitation, the reasonable legal fees and
expenses of counsel retained by Director) incurred by Director in
connection with any such action, suit or proceeding. The Company
shall not be obligated to indemnify Director against any actions
that constitute, in the reasonable discretion of the Board of
Directors, an act of gross negligence or willful misconduct or
contrary to the general indemnification provisions of the Nevada
Revised Statutes or the Company’s certificate of
incorporation or bylaws.

 


9.
 Remedies.
The Director agrees that any breach of the terms of Section 3 and
Section 6 of this Agreement 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 8.

 


10.
 Amendments
and Waiver
. No
supplement, modification or amendment of this Agreement will be
binding unless executed in writing by both parties. No waiver of
any provision of this Agreement on a particular occasion will be
deemed or will constitute a waiver of that provision on a
subsequent occasion or a waiver of any other provision of this
Agreement.

 

 


11.
 Binding
Effect
. This
Agreement will be binding upon and inure to the benefit of and be
enforceable by the parties and their respective successors and
assigns.

 


12.
 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.

 


13.
 Arbitration.
Any disputes arising from this Agreement not resolved by the
parties in a good faith, timely manner shall be arbitrated within
Los Angeles County, California under the rules and procedures of
the American Arbitration Association. Attorney fees and costs are
to be awarded to the prevailing party.

 


14.
 Governing
Law
. This
Agreement will be governed by and construed and enforced in
accordance with the laws of the State of Nevada applicable to
contracts made and to be performed in that state without giving
effect to the principles of conflicts of
laws.

 


15.
 Entire
Agreement
. This
Agreement constitutes the entire understanding between the parties
with respect to the subject matter hereof, superseding all
negotiations, prior discussions and prior agreements and
understanding relating to such subject
matter.

 


16.
 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:

 


If to the Company, to:


720 Arizona Ave


Suite 220


Santa Monica, CA 90401


Attention: President

 


If to the Director, to the address for notice on the signature page
to this Agreement or, if no such address is provided, to the last
address of the Director provided by the Director to the
Company.

 


Either of the parties may change their address for purposes of
notice hereunder by giving notice in writing to such other party
pursuant to this Section 16.

 


17.
 Miscellaneous.
This Agreement may be executed by the Company and Director in any
number of counterparts, each of which shall be deemed an original
instrument, but all of which together shall constitute but one and
the same instrument. Any party may execute this Agreement by
facsimile signature and the other party will be entitled to rely on
such facsimile signature as evidence that this Agreement has been
duly executed by such party.

 

 


18.
 Definitions.
As used in this Agreement, the following definitions shall
apply:

 


a.
 The
Board
shall have the meaning set forth in the
preamble.


b.
 Business
Opportunity

shall have the meaning set forth in Section
6.


c.
 Business
Opportunity Notice

shall have the meaning set forth in Section
6.


d.
 Business
Opportunity Notice
 Period
shall have the meaning set forth in Section
6.


e.
  “Company
shall have the meaning set forth in the
preamble.


f.
 Confidential
Information

shall have the meaning set forth in Section
4.


g.
 Dollars
and the sign

“$

mean the lawful money of the United States of
America.


h.
  “Director
shall have the meaning set forth in the
preamble.


i.
 Disqualified
Business Opportunity

shall have the meaning set forth in Section
6.


j.
  “Option
shall have the meaning set forth in Section
2.


k.
  “Option
Shares

shall have the meaning set forth in Section
2.


l.
 Termination
of Service

shall have the meaning set forth in Section
2.


m.
  “Person(s)
shall have the meaning set forth in Section
6.

 

 


The Parties have executed this Agreement as of the date first
written above.

 


DIRECTOR   

 

 



BLOCKCHAIN INDUSTRIES, INC.

 

 

 

 

 

 

 


By: 


/s/
Michael
Conn

 


By:


/s/
Patrick Moynihan

 

 


Name:
Michael
Conn

 

 


Name:
Patrick Moynihan

 

 

 

 

 


Title: CEO

 

 

  


Address for Notice:

 



30030 Quail Run Dr.


Agoura Hills, CA 91301

 

 

 

 


Exhibit 10.3

 


DIRECTOR AGREEMENT

 


THIS
DIRECTOR AGREEMENT is made effective as of December 31, 2018 (the
Agreement”),
Blockchain Industries, Inc., a Nevada corporation with its
principal place of business at 720 Arizona Ave Suite 220 Santa
Monica CA 90401 (the “
Company”),
and Kevin Hu (“
Director”).

 


WHEREAS,
it is essential to the Company to retain and attract as directors
the most capable persons available to serve on the board of
directors of the Company (the “
Board”);
and

 


WHEREAS, the Company believes that 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 its Board,

 


WHEREAS,
the Director shall be a Class 1 director whose term ends and are
subject to election at the annual meeting of shareholders in 2019,
2022
 and
each third year thereafter.

 


NOW, THEREFORE, in consideration of the mutual promises contained
herein, the benefits to be derived by each party hereunder and
other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree as
follows:

 


1.
 Term.
The Director shall hold office until such time that such
Director’s successor is duly elected and qualified, or until
such Director’s death or removal from office. The Director
will be automatically removed from the Board if such Director
resigns his office by writing delivered to the Board, becomes
prohibited by law from acting as a director or commits a material
breach of this Agreement pursuant to Section 7
below.

 


2.
 Compensation
and Expenses
.

 


a.
 Stock
Option
. For
the services provided to the Company as a director, the Director
shall receive a non-qualified stock option
(“
Option”)
to purchase up to Four Hundred Thousand (400,000) shares of the
Company’s common stock (“
Option
Shares
”),
pursuant and subject to the Company’s Equity Incentive Plan,
a copy of which has been delivered to the Director, at the
following exercise prices and vesting
schedule:

 


Exercise Price

 


Quantity Vested

 


Vesting Date

 


Expiration Date


$1.75

 


150,000

 

1/1/2019

 


12/31/2023


 

 


 

 

   

 


 


$1.75

 


250,000

 


Sale Transaction

 


12/31/2023

 

 

 


As used herein, “Sale Transaction” means any sale,
exchange or merger of not less than fifty percent (50%) of the
Company’s outstanding shares at a price that provides an
aggregate company valuation of not less than Fifty Million Dollars
($50,000,000).

 


In the
event of the termination of the Director’s service
relationship (whether an as employee, director or consultant) with
the Company (“
Termination
of Service
”)
at any time for any reason (including, but not limited to,
resignation, withdrawal, death, disability, termination, with or
without cause, or any other reason) before the Director has
exercised the Option in full, the Option shall automatically
expire, and cease to be exercisable immediately, with respect to
all of the Option Shares, whether vested or unvested. It being
understood and agreed that in no event will the Option become
exercisable for additional Options Shares upon a Termination of
Service for any reason and such outstanding and unexercised Option
shall immediately lapse and Director shall have no further rights
with respect to it.

 


b.
 Expenses.
Upon submission of appropriate receipts, invoices or vouchers as
may be reasonably required by the Company, the Company will
reimburse Director for all reasonable out-of-pocket travel expenses
incurred in connection with the performance of Director’s
duties under this Agreement.

 


c.
 Taxes.
The Director acknowledges that the exercise, transfer or other
disposition of the Option may give rise to significant U.S. income
tax consequences. Under Section 83 of the Internal Revenue Code and
Treas. Reg. section 1.83-7(b), upon the exercise of the Option, the
Director will recognize taxable ordinary income equal to the
difference between the fair market value of the common stock,
determined as of the exercise date, and the Option exercise price.
When the Director sells the common stock, the Director will
recognize taxable gain or loss (long-term if the Director held the
common stock for more than one year; otherwise, short-term) equal
to the difference between the amount the Director receives from the
sale and the tax basis of the common stock sold. If the Company, in
its discretion, determines that it is obligated to withhold any tax
in connection with the exercise of the Option, or in connection
with the transfer of any common stock acquired pursuant to the
Option, the Director hereby agrees that the Company may withhold
from the Director’s compensation or other remuneration the
appropriate amount of tax. At the discretion of the Company, the
amount required to be withheld may be withheld in cash from such
compensation or other remuneration or in kind from the common stock
otherwise deliverable to the Director on exercise of this option.
The Director further agrees that, if the Company does not withhold
an amount from the Director’s compensation or other
remuneration sufficient to satisfy the withholding obligation of
the Company, the Director will make reimbursement on demand, in
cash, for the amount underwithheld.

 


3.
 Market
Stand-Off Agreement
. In
the event of a public or private offering of the Company’s
securities and upon request of the Company, the underwriters or
placement agents placing the offering of the Company’s
securities, the Director agrees not to sell, make any short sale
of, loan, grant any option for the purchase of, or otherwise
dispose of any of the Option Shares other than those included in
the registration, without the prior written consent of the Company
or such underwriters, as the case may be, for such period of time
from the effective date of such registration as may be requested by
the Company or such placement agent or
underwriter.

 

 


4.
 Confidential
Information
. The
Director recognizes and acknowledges that the Director will have
access to Confidential Information (as defined below) relating to
the business or interests of the Company or of persons with whom
the Company may have business relationships. The Director agrees
that both during and after his time as a director of the Company,
the Director will not use for the Director’s own, or for
another’s benefit, or disclose or permit the disclosure of
any confidential information relating to the Company, including
without limitation any information about the deliberations of the
Board. The term “
Confidential
Information

means any non-public information that relates to the actual or
anticipated business and/or products, research or development of
the Company, its affiliates or subsidiaries, or to the
Company’s, its affiliates’ or subsidiaries’
technical data, trade secrets, or know-how, including, but not
limited to, research, product plans, or other information regarding
the Company’s, its affiliates’ or subsidiaries’
products or services and markets therefor, customer lists and
customers, prospective customers, software, developments,
inventions, processes, methodologies, algorithms, know-how,
procedures, formulas, technology, designs, drawings, engineering,
hardware configuration information, marketing, finances, business
plans, vendor relationships, passwords, encryption coding, search
technology, analytics, transaction data, ledgers, and other
business information disclosed by the Company, its affiliates or
subsidiaries, either directly or indirectly, in writing, orally or
by drawings or inspection of premises, parts, equipment, programs,
formulas, ledgers or other property of Company, its affiliates or
subsidiaries. The Director also agrees during his appointment that
he will not, other than for the benefit of the Company and in
connection with his service as a director, make any notes,
memoranda, electronic records, tape records, films, photographs,
plans, drawings or any form of record relating to any matter within
the scope of the business or concerning the dealings or affairs of
the Company and will return any such items at any time at the
request of the Board. The Director confirms that he has notified
the Board in writing of all other directorships, appointments and
interests, including any directorship, appointment or interest in a
company, business or undertaking which competes or is likely to
compete with the Company or which could otherwise potentially give
rise to a conflict with his duties with the
Company.

 


5.
 Duties,
Time and Commitment
. The
Director shall use reasonable best efforts to attend all convened
meetings of the Board. During the continuance of the
Director’s appointment, the Director will be expected to: (i)
faithfully, efficiently, competently and diligently perform his
duties and exercise such powers as are appropriate to his role as a
director; (ii) in so far as reasonably possible, attend all
meetings of the Board and of any committees of the Board of which
he is a member; (iii) comply with all reasonable requests,
instructions and regulations made or given by the Board (or by any
duly authorized committee thereof) and give to the Board such
explanations, information and assistance the Board may reasonably
require; (iv) act in the best interests of the Company; and (v) use
commercially reasonable efforts to promote and extend the interests
and reputation of the Company, including assisting the Board in
relation to public and corporate affairs and bringing to bear for
the benefit of the Board the Director’s particular knowledge
and experience.

 

 


6.
 Business
Opportunities & Conflicts Disclosure
. The
Company acknowledges and agrees that the Director should be
permitted to engage in, acquire or invest in the same or similar
activities or lines of business involving the provision of services
or products with respect to digital assets, cryptocurrency,
alternative distribution ledgers and/or blockchain technologies
(each, a “
Business
Opportunity
”),
provided that the Director fully complies with and adheres to the
following advance notice, standards of conduct and Disqualified
Business Opportunity (as hereinafter defined)
restrictions:

 


a.
 Business
Opportunity Notice
.
Within ten (10) business days of the Director’s appointment
to the Board, the Director shall inform the Board of any held
(direct or indirect) personal interests which may conflict with the
Company and its businesses. In the event that the Director becomes
aware of a Business Opportunity, the Director shall notify the
Company in writing of such opportunity (a
Disclosed
Business Opportunity
”)
and deliver to the Company, or provide the Company access to, all
information prepared by or on behalf of, or material information
submitted or delivered to, the Director related to such potential
transaction (the “
Business
Opportunity Notice
”).
Following the expiration of the thirty- (30-)-day period
(“
Business
Opportunity Notice Period
”)
after receipt of such Business Opportunity Notice, the Company
shall be deemed to have renounced any interest or expectancy in the
Disclosed Business Opportunity and the Director may pursue the
Disclosed Business Opportunity, provided that the Disclosed
Business Opportunity is conducted by the Director in accordance
with the standard set forth in Section 6.c. below and that the
Disclosed Business Opportunity is not a Disqualified Business
Opportunity. The Company shall not be prohibited from pursuing any
Business Opportunity with respect to which it is deemed to have
renounced any interest or expectancy as a result of this Section
6.

 


b.
 Disqualified
Business Opportunity
.
During the term of this Agreement and for a period of twelve (12)
months after the Director ceases to be a Director of the Company,
the Director shall not shall not, directly or indirectly, pursue,
become engaged in or have any ownership interest or become
associated with in any Person (as hereinafter defined) which
directly or indirectly pursues or becomes engaged in any Business
Opportunity that (i) is first presented to the Director solely in
his capacity as a director or officer of the Company or its
affiliates or (ii) is identified by the Director solely through the
disclosure of information by or on behalf of the Company or its
affiliates (each such Business Opportunity referred to in clauses
(i) and (ii), a “
Disqualified
Business Opportunity
”).
The Director acknowledges that the foregoing restrictions and time
limitations with respect to a Business Opportunity and Disqualified
Business Opportunity are reasonable and properly required for the
adequate protection of the business interests of the
Company.

 


c.
 Standards
for Separate Conduct of Disclosed Business
Opportunity
. The
Director may pursue a Disclosed Business Opportunity following the
expiration Business Opportunity Notice Period if such Disclosed
Business Opportunity is developed and pursued solely through the
use of personnel and assets of the Director or jointly with the
personnel and assets of any other “
Person(s)
(as hereinafter defined), provided that such Person(s) does not owe
any fiduciary or other duty to the Company.
Person
means an individual, corporation, partnership, limited liability
company, trust, joint venture, unincorporated organization or other
legal or business entity.

 

 


7.
 Termination
for Material Breach
. The
Director’s service on the Board may be terminated by the
Company pursuant to the provision of written notice to the Director
under Section 17 below in the event of a material breach by the
Director of any of the provisions of this Agreement, including but
not limited to Section 6 above;

provided
 however,
that the Director shall have been given reasonable notice and an
opportunity to promptly cure any such event of a material breach
(unless the event cannot be cured).

 


8.
 Limitation
of Liability; Right to Indemnification
. The
Company shall indemnify the Director in his capacity as director of
the Company to the fullest extent permitted by applicable law
against all debts, judgments, costs, charges or expenses incurred
or sustained by the Director in connection with any action, suit or
proceeding to which the Director may be made a party by reason of
his being or having been a director of the Company. The Company
shall have the right to assume, with legal counsel of its choice,
the defense of Director in any such action, suit or proceeding for
which the Company is providing indemnification to Director. Should
Director determine to employ separate legal counsel in any such
action, suit or proceeding, any costs and expenses of such separate
legal counsel shall be the sole responsibility of Director. If the
Company does not assume the defense of any such action, suit or
other proceeding, the Company shall, upon request of the Director,
promptly advance or pay any amount for costs or expenses
(including, without limitation, the reasonable legal fees and
expenses of counsel retained by Director) incurred by Director in
connection with any such action, suit or proceeding. The Company
shall not be obligated to indemnify Director against any actions
that constitute, in the reasonable discretion of the Board of
Directors, an act of gross negligence or willful misconduct or
contrary to the general indemnification provisions of the Nevada
Revised Statutes or the Company’s certificate of
incorporation or bylaws.

 


9.
 Remedies.
The Director agrees that any breach of the terms of Section 3 and
Section 6 of this Agreement 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 8.

 


10.
 Amendments
and Waiver
. No
supplement, modification or amendment of this Agreement will be
binding unless executed in writing by both parties. No waiver of
any provision of this Agreement on a particular occasion will be
deemed or will constitute a waiver of that provision on a
subsequent occasion or a waiver of any other provision of this
Agreement.

 

 


11.
 Binding
Effect
. This
Agreement will be binding upon and inure to the benefit of and be
enforceable by the parties and their respective successors and
assigns.

 


12.
 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.

 


13.
 Arbitration.
Any disputes arising from this Agreement not resolved by the
parties in a good faith, timely manner shall be arbitrated within
Los Angeles County, California under the rules and procedures of
the American Arbitration Association. Attorney fees and costs are
to be awarded to the prevailing party.

 


14.
 Governing
Law
. This
Agreement will be governed by and construed and enforced in
accordance with the laws of the State of Nevada applicable to
contracts made and to be performed in that state without giving
effect to the principles of conflicts of
laws.

 


15.
 Entire
Agreement
. This
Agreement constitutes the entire understanding between the parties
with respect to the subject matter hereof, superseding all
negotiations, prior discussions and prior agreements and
understanding relating to such subject
matter.

 


16.
 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:

 


If to the Company, to:


720 Arizona Ave


Suite 220


Santa Monica, CA 90401


Attention: President

 


If to the Director, to the address for notice on the signature page
to this Agreement or, if no such address is provided, to the last
address of the Director provided by the Director to the
Company.

 


Either of the parties may change their address for purposes of
notice hereunder by giving notice in writing to such other party
pursuant to this Section 16.

 


17.
 Miscellaneous.
This Agreement may be executed by the Company and Director in any
number of counterparts, each of which shall be deemed an original
instrument, but all of which together shall constitute but one and
the same instrument. Any party may execute this Agreement by
facsimile signature and the other party will be entitled to rely on
such facsimile signature as evidence that this Agreement has been
duly executed by such party.

 

 


18.
 Definitions.
As used in this Agreement, the following definitions shall
apply:

 


a.
 The
Board
shall have the meaning set forth in the
preamble.


b.
 Business
Opportunity

shall have the meaning set forth in Section
6.


c.
 Business
Opportunity Notice

shall have the meaning set forth in Section
6.


d.
 Business
Opportunity Notice
 Period
shall have the meaning set forth in Section
6.


e.
  “Company
shall have the meaning set forth in the
preamble.


f.
 Confidential
Information

shall have the meaning set forth in Section
4.


g.
 Dollars
and the sign

“$

mean the lawful money of the United States of
America.


h.
  “Director
shall have the meaning set forth in the
preamble.


i.
 Disqualified
Business Opportunity

shall have the meaning set forth in Section
6.


j.
  “Option
shall have the meaning set forth in Section
2.


k.
  “Option
Shares

shall have the meaning set forth in Section
2.


l.
 Termination
of Service

shall have the meaning set forth in Section
2.


m.
  “Person(s)
shall have the meaning set forth in Section
6.

 

 

 

 

 

 

 

 

 


The Parties have executed this Agreement as of the date first
written above.

 

 


DIRECTOR   

 

 



BLOCKCHAIN INDUSTRIES, INC.

 

 

 

 

 

 

 


By: 


/s/ 
Kevin
Hu
 

 


By:


/s/
Patrick Moynihan

 

 


Name: 
Kevin
Hu
 

 

 


Name:
Patrick Moynihan

 

 

 

 

 


Title: CEO

 

 

 


Address for Notice:

 


5 St. Andres Ct


Thornhill, Toronto, L3T 2N3

 

 

 


Exhibit 10.4

 


BLOCKCHAIN INDUSTRIES, INC.

 


CONSULTING AGREEMENT

 


This
Consulting Agreement (this “
Agreement”)
is made and entered into as of March 12
th
2018
(the “
Effective
Date
”)
by and between Blockchain Industries, Inc., a Nevada corporation
with its principal place of business at 53 Calle Palmeras, Suite
802, San Juan, PR 00901 (the “
Company”),
and Kevin Hu (“
Consultant”)
(each herein referred to individually as a
Party,”
or collectively as the “
Parties”).

 


WHEREAS, The Company desires to retain Consultant as an independent
contractor to perform the services of Director of Asset Allocation
for the Company, and Consultant is willing to perform such
services, on the terms described below.

 


NOW THEREFORE, in consideration of the mutual promises contained
herein, the Parties agree as follows:

 


1.
 Services
and Compensation

 


Consultant
shall perform the services described in

Exhibit A
(the
Services”)
for the Company (or its designee), and the Company agrees to pay
Consultant the compensation described in

Exhibit A
, and
no other compensation, for Consultant’s performance of the
Services.

 


2.
 Applicability
to Past Activities

 


Consultant
agrees that if and to the extent that Consultant provided any
services or made efforts on behalf of or for the benefit of
Company, or related to the current or prospective business of
Company in anticipation of Consultant’s involvement with the
Company, that would have been “Services” if performed
during the term of this Agreement (the “
Prior
Consulting Period
”)
and to the extent that during the Prior Consulting Period:
(i) Consultant received access to any information from or on
behalf of Company that would have been “Confidential
Information” (as defined below) if Consultant received access
to such information during the term of this Agreement; or
(ii) Consultant conceived, created, authored, invented,
developed or reduced to practice any item (including any
intellectual property rights with respect thereto) on behalf of or
for the benefit of Company, or related to the current or
prospective business of Company in anticipation of
Consultant’s involvement with Company, that would have been
an “Invention” (as defined below) if conceived,
created, authored, invented, developed or reduced to practice
during the term of this Agreement; then any such information shall
be deemed “Confidential Information” hereunder and any
such item shall be deemed an “Invention” hereunder, and
this Agreement shall apply to such activities, information or item
as if disclosed, conceived, created, authored, invented, developed
or reduced to practice during the term of this Agreement.
Consultant further acknowledges that Consultant has been fully
compensated for all services provided during any such Prior
Consulting Period.

 

 


A.
 Definition
of Confidential Information
.
Confidential
Information

means any non-public information that relates to the actual or
anticipated business and/or products, research or development of
the Company,
its
affiliates or subsidiaries, or to the Company’s, its
affiliates’ or subsidiaries’ technical data, trade
secrets, or know-how, including, but not limited to, research,
product plans, or other information regarding the Company’s,
its affiliates’ or subsidiaries’ products or services
and markets therefor, customer lists and customers (including, but
not limited to, customers of the Company on whom Consultant called
or with whom Consultant became acquainted during the term of this
Agreement), software, developments, inventions, processes,
methodologies, know-how, procedures, formulas, technology, designs,
drawings, engineering, hardware configuration information,
marketing, finances, and other business information disclosed by
the Company, its affiliates or subsidiaries, either directly or
indirectly, in writing, orally or by drawings or inspection of
premises, parts, equipment, or other property of Company, its
affiliates or subsidiaries. Notwithstanding the foregoing,
Confidential Information shall not include any such information
which Consultant can establish (i) was publicly known or made
generally available prior to the time of disclosure to Consultant;
(ii) becomes publicly known or made generally available after
disclosure to Consultant through no wrongful action or inaction of
Consultant; or (iii) is in the rightful possession of Consultant,
without confidentiality obligations, at the time of disclosure as
shown by Consultant’s then-contemporaneous written
records.

 

 


B.
 Nonuse
and Nondisclosure
.
During
and after the term of this Agreement, Consultant will hold in the
strictest confidence, and take all reasonable and necessary
precautions to prevent any unauthorized use or disclosure of
Confidential Information, and Consultant will not (i) use the
Confidential Information for any purpose whatsoever other than as
necessary for the performance of the Services on behalf of the
Company, or (ii) disclose the Confidential Information to any
third party without the prior written consent of an authorized
representative of Company. Consultant may disclose Confidential
Information to the extent compelled by applicable law;


provided however
,
prior to such disclosure, Consultant shall provide prior written
notice to Company and seek a protective order or such similar
confidential protection as may be available under applicable law.
Consultant agrees that no ownership of Confidential Information is
conveyed to the Consultant. Without limiting the foregoing,
Consultant shall not use or disclose any Company property,
intellectual property rights, trade secrets or other proprietary
know-how of the Company to invent, author, make, develop, design,
or otherwise enable others to invent, author, make, develop, or
design identical or substantially similar designs, processes,
formulas, or software, as those developed under this Agreement for
any third party. Consultant agrees that Consultant’s
obligations under this Section 3.B
shall
continue after the termination of this
Agreement.

 


C.
 Other
Client Confidential Information
.
Consultant
agrees that Consultant will not improperly use, disclose, or induce
the Company to use any proprietary information or trade secrets of
any former or concurrent employer of Consultant or other person or
entity with which Consultant has an obligation to keep in
confidence. Consultant also agrees that Consultant will not bring
onto the Company’s premises or transfer onto the
Company’s technology systems any unpublished document,
proprietary information, or trade secrets belonging to any third
party unless disclosure to, and use by, the Company has been
consented to in writing by such third
party.

 


D.
 Third
Party Confidential Information
.
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 at all times
during the term of this Agreement and thereafter, Consultant owes
the Company and such third parties a duty to hold all such
confidential or proprietary information in the strictest confidence
and not to use it or to disclose it to any person, firm,
corporation, or other third party except as necessary in carrying
out the Services for the Company consistent with the
Company’s agreement with such third
party.

 


4.
 Ownership

 


A.
 Assignment
of Inventions
.
Consultant
agrees that all right, title, and interest in and to any
copyrightable material, notes, records, drawings, designs, charts,
graphs, data compilations, inventions, improvements, developments,
discoveries and trade secrets conceived, discovered, authored,
invented, developed or reduced to practice by Consultant, solely or
in collaboration with others, during the term of this Agreement and
arising out of, or in connection with, performing the Services
under this Agreement and any copyrights, patents, trade secrets,
mask work rights or other intellectual property rights relating to
the foregoing (collectively, “
Inventions”),
are the sole property of the Company. Consultant also agrees to
promptly make full written disclosure to the Company of any
Inventions and to deliver and assign (or cause to be assigned) and
hereby irrevocably assigns fully to the Company all right, title
and interest in and to the Inventions without any compensation
therefor.

 

 


B.
 Pre-Existing
Material
s.
Subject
to Section 4.A, Consultant agrees that if, in the course of
performing the Services, Consultant incorporates into any Invention
or utilizes in the performance of the Services any pre-existing
invention, discovery, original works of authorship, development,
improvements, trade secret, concept, or other proprietary
information or intellectual property right owned by Consultant or
in which Consultant has an interest (“
Prior
Inventions
”),
(i) Consultant will provide the Company with prior written
notice and (ii) the Company is hereby granted a nonexclusive,
royalty-free, perpetual, irrevocable, transferable, worldwide
license (with the right to grant and authorize sublicenses) to
make, have made, use, import, offer for sale,
sell,
reproduce, distribute, modify, adapt, prepare derivative works of,
display, perform, and otherwise exploit such Prior Inventions,
without restriction, including, without limitation, as part of or
in connection with such Invention, and to practice any method
related thereto. Consultant will not incorporate any invention,
improvement, development, concept, discovery, work of authorship or
other proprietary information owned by any third party into any
Invention.

 


C.
 Moral
Rights
. Any
assignment to the Company of Inventions includes all rights of
attribution, paternity, integrity, modification, disclosure and
withdrawal, and any other rights throughout the world that may be
known as or referred to as “moral rights,”
“artist’s rights,” “droit moral,” or
the like (collectively, “
Moral
Rights
”).
To the extent that Moral Rights
cannot
be assigned under applicable law,
Consultant
hereby waives and agrees not to enforce any and all Moral Rights,
including, without limitation, any limitation on subsequent
modification, to the extent permitted under applicable
law.

 


D.
 Maintenance
of Records
.
Consultant
agrees to keep and maintain adequate, current, accurate, and
authentic written records of all Inventions made by Consultant
(solely or jointly with others) during the term of this Agreement,
and for a period of three (3) years thereafter. The records will be
in the form of notes, sketches, drawings, electronic files,
reports, or any other format that is customary in the industry
and/or otherwise specified by the Company. Such records are and
remain the sole property of the Company at all times and upon
Company’s request, Consultant shall deliver (or cause to be
delivered) the same.

 


E.
 Further
Assurances
.
Consultant
agrees to assist Company, or its designee, at the Company’s
expense, in every proper way to secure the Company’s rights
in Inventions in any and all countries, including the disclosure to
the Company of all pertinent information and data with respect
thereto, the execution of all applications, specifications, oaths,
assignments and all other instruments that the Company may deem
necessary in order to apply for, register, obtain, maintain,
defend, and enforce such rights, and in order to deliver, assign
and convey to the Company, its successors, assigns and nominees the
sole and exclusive right, title, and interest in and to all
Inventions and testifying in a suit or other proceeding relating to
such Inventions. Consultant further agrees that Consultant’s
obligations under this Section 4.E
shall
continue after the termination of this
Agreement.

 


F.
 Attorney-in-Fact.
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 on Consultant’s behalf to
execute and file any papers and oaths and to do all other lawfully
permitted acts with respect to such Inventions to further the
prosecution and issuance of patents, copyright and mask work
registrations with the same legal force and effect as if executed
by Consultant, effective 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 with respect to any Inventions, including, without
limitation, for the purpose of applying for or pursuing any
application for any United States or foreign patents or mask work
or copyright registrations covering the Inventions assigned to the
Company in Section 4.A. This power of attorney shall be deemed
coupled with an interest, and shall be
irrevocable.

 

 


5.
 Conflicting
Obligations

 


A.
 Consultant
represents and warrants that Consultant has no agreements,
relationships, or commitments to any other person or entity that
conflict with the provisions of this Agreement, Consultant’s
obligations to the Company under this Agreement, and/or
Consultant’s ability to perform the Services. Consultant will
not enter into any such conflicting agreement during the term of
this Agreement.

 


B.
 Consultant
shall require all Consultant’s employees, contractors, or
other third-parties performing Services under this Agreement to
execute a Confidential Information and Assignment Agreement in the
form provided by the Company, and promptly provide a copy of each
such executed agreement to the Company. Consultant’s
violation of this Article 5
will
be considered a material breach under
Section 8.B.

 


6.
 Return
of Company Materials

 


Upon
the termination of this Agreement, or upon Company’s earlier
request, Consultant will immediately deliver to the Company, and
will not keep in Consultant’s possession, recreate, or
deliver to anyone else, any and all Company property, including,
but not limited to, all records, drawings, notebooks, and other
documents pertaining to any Confidential Information, tangible
embodiments of the Inventions, all devices and equipment belonging
to the Company, all electronically-stored information and passwords
to access such property, those records maintained pursuant to
Section 4.D
and
any reproductions of any of the foregoing items that Consultant may
have in Consultant’s possession or
control.

 


7.
 Reports

 


Consultant agrees that Consultant shall, no less than on a weekly
basis, keep the Company advised as to Consultant’s progress
in performing the Services under this Agreement. Consultant further
agrees that Consultant will, as requested by the Company, prepare
written reports with respect to such progress and any projects
being worked on or implemented. The Company and Consultant agree
that the reasonable time expended in preparing such written reports
will be considered time devoted to the performance of the
Services.

 


8.
 Term
and Termination

 


A.
 Term.
The
term of this Agreement will begin on the Effective Date of this
Agreement and will continue until the earlier of (i) the
period defined in Exhibit A or (ii) termination as provided in
Section 8.B.

 


B.
 Termination.
The
Company may terminate this Agreement upon giving Consultant five
(5) days prior written notice of such termination pursuant to
Section
14.G
of
this Agreement. 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.
 Survival.
Upon
any termination, all rights and duties of the Company and
Consultant toward each other shall cease
except:

 

 


(1)
 The
Company will pay, within thirty (30) days after the effective date
of termination, all amounts owing to Consultant for Services
completed and accepted by the Company prior to the termination date
and related reimbursable expenses, if any, submitted in accordance
with the Company’s policies and in accordance with the
provisions of Article 1
of
this Agreement; and

 


(2)
 Article 3
(Confidentiality),
Article 4
(Ownership),
Section 5.B
(Conflicting
Obligations), Article 6
(Return
of Company Materials), Article 8
(Term
and Termination), Article 9
(Independent
Contractor; Benefits), Article 10
(Indemnification),
Article 11
(Noninterference),
Article 12
(Limitation
of Liability), Article 13
(Arbitration
and Equitable Relief), and Article 14
(Miscellaneous)
will survive termination or expiration of this Agreement in
accordance with their terms.

 


9.
 Independent
Contractor; Benefits

 


A.
 Independent
Contractor.
 It
is the express intention of the Company and Consultant that
Consultant perform the Services as an independent contractor to the
Company. Nothing in this Agreement shall in any way be construed to
constitute Consultant as an agent, employee, partner, co-venturer,
or representative of the Company. Without limiting the generality
of the foregoing, Consultant is not authorized to bind the Company
to any liability or obligation or to represent that Consultant has
any such authority. Consultant agrees to furnish (or reimburse the
Company for) all tools and materials necessary to accomplish this
Agreement and shall incur all expenses associated with performance,
except as expressly provided in

Exhibit A
.

 


B.
 Tax
Matters.
Consultant
acknowledges that the exercise, transfer or other disposition of
the Options more fully described in Schedule A may give rise to
significant U.S. income tax consequences. Consultant is urged to
consult with her own tax advisor to determine the effect of U.S.
federal income tax laws, as well as applicable treaties, if any,
with regard to the Options. The following outlines certain U.S.
federal income tax consequences applicable to nonqualified stock
options. This discussion is general in nature and is not a
substitute for an individual analysis of the tax consequences
relating to the Options. The Company makes no representation or
warranties with respect to the tax consequences of the compensation
provided to Consultant under the terms of this
Agreement.

 


(1)
 U.S.
Persons
:
Nonqualified stock options refer to options that are not required
to meet specified criteria set forth in Section 422 of the Internal
Revenue Code (“Code”). With respect to U.S. citizens or
residents (“U.S. Persons”), the taxation of
nonqualified stock options generally is governed by Section 83 of
the Code. Nonqualified stock options generally are not taxable upon
grant, because they do not have a “readily ascertainable fair
market value” within the meaning Treasury Regulations Section
1.83-7(b). As such, nonqualified stock options generally will be
taxed on exercise in amount equal the spread between the fair
market value of the underlying stock and the exercise price on the
date the options are exercised. The taxable amount is treated as
ordinary income, and not eligible for the preferential long-term
capital gains tax rate. An exception will apply with respect to
stock received on exercise of an option that is subject to a
“substantial risk of forfeiture” (meaning, the stock is
not vested). The taxable event with respect options involving a
substantial risk of forfeiture will occur at the time of vesting of
the underlying stock, and the associated tax will be based on the
spread between the fair market value of the underlying stock on the
vesting date and the option exercise price. The taxable spread upon
the exercise of an option by service providers other than employees
(including an independent contractor) is reported on IRS Form
1099-MISC, and withholding of employment tax typically is not
required in such case.

 

 


(2)
 Non-U.S.
Persons
.
Individuals who are not considered to be U.S. citizens or residents
are only subject to U.S. federal income tax on income that is
“effectively connected” (“ECI”) with a U.S.
trade or business. Performing services in the U.S. as an
independent contractor, even for a single day, may constitute being
engaged in a U.S. trade or business for this purpose, and as such,
may give rise to taxable ECI. That being the case, though, it is
clear that the exercise of a nonqualified stock option will not
result in U.S. income taxation with respect to an independent
contractor who does not perform any personal services in the U.S.
within the taxable year. In addition, many bilateral income tax
treaties between the U.S. and other countries, in dealing with the
taxation of income from personal services, distinguish between
“independent” (including an independent contractor) and
“dependent” (employment) personal services. Many tax
treaties provide an exemption from U.S. income taxation for
compensation earned by an independent contractor provided that
he/she is not present in the U.S. for more than a certain number of
(generally, 183) days in the taxable
year.

 


(3)
 Consultant
agrees and understands that he/she is responsible for payment, if
any, of local, state, and/or federal taxes on the payments and any
other consideration provided hereunder by the Company and any
penalties or assessments thereon. Consultant agrees to indemnify
and hold harmless the Company and its affiliates and their
directors, officers and employees from and against all taxes,
losses, damages, liabilities, costs and expenses, including
attorneys’ fees and other legal expenses, arising from or in
connection with (i) any obligation imposed on the Company to pay
withholding taxes or similar items, (ii) any determination by a
court or agency that the Consultant is not an independent
contractor. The parties will comply with all federal, state, and
local tax laws applicable to transactions occurring under this
Agreement. Consultant will provide Company with a completed Form
W-9, applicable Form W-8 series form, or Form 8233, as appropriate,
for federal income tax reporting purposes.

 


C.
 No
Benefits
.
The
Company and Consultant agree that Consultant will receive no
Company-sponsored benefits from the Company where benefits include,
but are not limited to, paid vacation, sick leave, health and
medical insurance and 401k participation or other fringe benefit
plans. If Consultant is reclassified by a state or federal agency
or court as the Company’s employee, Consultant will become a
reclassified employee and will receive no benefits from the
Company, except those mandated by state or federal law, even if by
the terms of the Company’s benefit plans or programs of the
Company in effect at the time of such reclassification, Consultant
would otherwise be eligible for such
benefits.

 


10.
 Indemnification

 


Consultant agrees to indemnify and hold harmless the Company and
its affiliates and their directors, officers and employees from and
against all taxes, losses, damages, liabilities, costs and
expenses, including attorneys’ fees and other legal expenses,
arising directly or indirectly from or in connection with
(i) any negligent, reckless or intentionally wrongful act of
Consultant or Consultant’s assistants, employees, contractors
or agents, (ii) a determination by a court or agency that the
Consultant is not an independent contractor, (iii) any breach
by the Consultant or Consultant’s assistants, employees,
contractors or agents of any of the covenants contained in this
Agreement and corresponding Confidential Information and Invention
Assignment Agreement, (iv) any failure of Consultant to
perform the Services in accordance with all applicable laws, rules
and regulations, or (v) any violation or claimed violation of
a third party’s rights resulting in whole or in part from the
Company’s use of the Inventions or other deliverables of
Consultant under this Agreement.

 

 


Company agrees to indemnify and hold harmless the Consultant from
and against all taxes, losses, damages, liabilities, costs and
expenses, including attorneys’ fees and other legal expenses,
arising directly or indirectly from or in connection with (i) any
negligent, reckless or intentionally wrongful act of Company or
Company’s employees, contractors or
agents.

 


11.
 Nonsolicitation

 


To the
fullest extent permitted under applicable law, from the date of
this Agreement until twelve (12) months after the termination of
this Agreement for any reason (the “
Restricted
Period
”),
Consultant will not, without the Company’s prior written
consent, directly or indirectly, solicit any of the Company’s
employees to leave their employment, or attempt to solicit
employees of the Company, either for Consultant or for any other
person or entity. Consultant agrees that nothing in this
Article 11
shall
affect Consultant’s continuing obligations under this
Agreement during and after this twelve (12) month period,
including, without limitation, Consultant’s obligations under
Article 3.

 


12.
 Limitation
of Liability

 


IN NO EVENT SHALL COMPANY BE LIABLE TO CONSULTANT OR TO ANY OTHER
PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR
CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS OR LOSS OF
BUSINESS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER
BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY OF
LIABILITY, REGARDLESS OF WHETHER COMPANY WAS ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF
ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT SHALL
COMPANY’S LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT EXCEED THE AMOUNTS PAID BY COMPANY TO CONSULTANT UNDER
THIS AGREEMENT FOR THE SERVICES, DELIVERABLES OR INVENTION GIVING
RISE TO SUCH LIABILITY.

 


13.
 Arbitration
and Equitable Relief

 


A.
 Arbitration.
IN
CONSIDERATION OF CONSULTANT’S CONSULTING RELATIONSHIP WITH
THE COMPANY, ITS PROMISE TO ARBITRATE ALL DISPUTES RELATED TO
CONSULTANT’S CONSULTING RELATIONSHIP WITH THE COMPANY AND
CONSULTANT’S RECEIPT OF THE COMPENSATION PAID TO CONSULTANT
BY COMPANY, AT PRESENT AND IN THE FUTURE, CONSULTANT AGREES THAT
ANY AND ALL CONTROVERSIES, CLAIMS, OR DISPUTES WITH ANYONE
(INCLUDING COMPANY AND ANY EMPLOYEE, OFFICER, DIRECTOR, SHAREHOLDER
OR BENEFIT PLAN OF THE COMPANY IN THEIR CAPACITY AS SUCH OR
OTHERWISE) ARISING OUT OF, RELATING TO, OR RESULTING FROM
CONSULTANT’S CONSULTING RELATIONSHIP WITH THE COMPANY OR THE
TERMINATION OF CONSULTANT’S CONSULTING RELATIONSHIP WITH THE
COMPANY, INCLUDING ANY BREACH OF THIS AGREEMENT, SHALL BE SUBJECT
TO BINDING ARBITRATION UNDER THE ARBITRATION RULES SET FORTH IN
N.Y. CIV. PRAC. LAW § 7501 ET SEQ. (THE
RULES”)
AND PURSUANT TO NEW YORK LAW. CONSULTANT FURTHER UNDERSTANDS THAT
THIS AGREEMENT TO ARBITRATE ALSO APPLIES TO ANY DISPUTES THAT THE
COMPANY MAY HAVE WITH CONSULTANT.

 

 


B.
 Procedure.
CONSULTANT
AGREES THAT ANY ARBITRATION WILL BE ADMINISTERED BY JUDICIAL
ARBITRATION & MEDIATION SERVICES, INC.
(“
JAMS”)
PURSUANT TO ITS EMPLOYMENT ARBITRATION RULES & PROCEDURES (THE
JAMS
RULES
”).
CONSULTANT AGREES THAT THE ARBITRATOR SHALL HAVE THE POWER TO
DECIDE ANY MOTIONS BROUGHT BY ANY PARTY TO THE ARBITRATION,
INCLUDING MOTIONS FOR SUMMARY JUDGMENT AND/OR ADJUDICATION AND
MOTIONS TO DISMISS AND DEMURRERS, PRIOR TO ANY ARBITRATION HEARING.
CONSULTANT AGREES THAT THE ARBITRATOR SHALL ISSUE A WRITTEN
DECISION ON THE MERITS. CONSULTANT ALSO AGREES THAT THE ARBITRATOR
SHALL HAVE THE POWER TO AWARD ANY REMEDIES, INCLUDING ATTORNEYS’
FEES AND COSTS, AVAILABLE UNDER APPLICABLE LAW. CONSULTANT AGREES
THAT THE ARBITRATOR SHALL ADMINISTER AND CONDUCT ANY ARBITRATION IN
A MANNER CONSISTENT WITH THE RULES, INCLUDING THE NEW YORK CIVIL
PRACTICE LAW AND RULES, AND THAT THE ARBITRATOR SHALL APPLY
SUBSTANTIVE AND PROCEDURAL NEW YORK LAW TO ANY DISPUTE OR CLAIM,
WITHOUT REFERENCE TO RULES OF CONFLICT OF LAW. TO THE EXTENT THAT
THE JAMS RULES CONFLICT WITH NEW YORK LAW, NEW YORK LAW SHALL TAKE
PRECEDENCE. CONSULTANT FURTHER AGREES THAT ANY ARBITRATION UNDER
THIS AGREEMENT SHALL BE CONDUCTED IN NEW YORK COUNTY, NEW
YORK.

 


C.
 Remedy.
EXCEPT
AS PROVIDED BY THE RULES, ARBITRATION SHALL BE THE SOLE, EXCLUSIVE
AND FINAL REMEDY FOR ANY DISPUTE BETWEEN CONSULTANT AND THE
COMPANY. ACCORDINGLY, EXCEPT AS PROVIDED FOR BY THE RULES, NEITHER
CONSULTANT NOR THE COMPANY WILL BE PERMITTED TO PURSUE COURT ACTION
REGARDING CLAIMS THAT ARE SUBJECT TO ARBITRATION. NOTWITHSTANDING,
THE ARBITRATOR WILL NOT HAVE THE AUTHORITY TO DISREGARD OR REFUSE
TO ENFORCE ANY LAWFUL COMPANY POLICY, AND THE ARBITRATOR SHALL NOT
ORDER OR REQUIRE THE COMPANY TO ADOPT A POLICY NOT OTHERWISE
REQUIRED BY LAW WHICH THE COMPANY HAS NOT
ADOPTED.

 


D.
 Availability
of Injunctive Relief
.
EITHER
PARTY MAY ALSO PETITION THE COURT FOR INJUNCTIVE RELIEF WHERE
EITHER PARTY ALLEGES OR CLAIMS A VIOLATION OF ANY AGREEMENT
REGARDING TRADE SECRETS, OR CONFIDENTIAL INFORMATION, OR A BREACH
OF ANY DUTY NOT TO ENGAGE IN CONFLICTING BUSINESS ACTIVITY. IN THE
EVENT EITHER PARTY SEEKS INJUNCTIVE RELIEF, THE PREVAILING PARTY
SHALL BE ENTITLED TO RECOVER REASONABLE COSTS AND ATTORNEYS’
FEES.

 


E.
 Administrative
Relief.
CONSULTANT
UNDERSTANDS THAT THIS AGREEMENT DOES NOT PROHIBIT CONSULTANT FROM
PURSUING AN ADMINISTRATIVE CLAIM WITH A LOCAL, STATE OR FEDERAL
ADMINISTRATIVE BODY SUCH AS THE DIVISION OF HUMAN RIGHTS, THE EQUAL
EMPLOYMENT OPPORTUNITY COMMISSION, THE NATIONAL LABOR RELATIONS
BOARD, OR THE WORKERS’ COMPENSATION BOARD. THIS AGREEMENT
DOES, HOWEVER, PRECLUDE CONSULTANT FROM PURSUING COURT ACTION
REGARDING ANY SUCH CLAIM, EXCEPT AS PERMITTED BY
LAW.

 

 


F.
 Voluntary
Nature of Agreement.
CONSULTANT
ACKNOWLEDGES AND AGREES THAT HE/SHE IS EXECUTING THIS AGREEMENT
VOLUNTARILY AND WITHOUT ANY DURESS OR UNDUE INFLUENCE BY THE
COMPANY OR ANYONE ELSE. CONSULTANT FURTHER ACKNOWLEDGES AND AGREES
THAT HE/SHE HAS CAREFULLY READ THIS AGREEMENT AND THAT CONSULTANT
HAS ASKED ANY QUESTIONS NEEDED FOR CONSULTANT TO UNDERSTAND THE
TERMS, CONSEQUENCES AND BINDING EFFECT OF THIS AGREEMENT AND FULLY
UNDERSTAND IT, INCLUDING THAT

CONSULTANT IS WAIVING HIS/HER RIGHT TO A JURY
TRIAL
.
FINALLY, CONSULTANT AGREES THAT HE/SHE HAS BEEN PROVIDED AN
OPPORTUNITY TO SEEK THE ADVICE OF AN ATTORNEY OF CONSULTANT’S
CHOICE BEFORE SIGNING THIS AGREEMENT.

 


14.
 Miscellaneous

 


A.
 Governing
Law; Consent to Personal Jurisdiction
.
This
Agreement shall be governed by the laws of the State of New York,
without regard to the conflicts of law provisions of any
jurisdiction. To the extent that any lawsuit is permitted under
this Agreement, the Parties hereby expressly consent to the
personal
and
exclusive
jurisdiction
and
venue
of the
state and federal courts located in New
York.

 


B.
 Assignability.
This
Agreement will be binding upon Consultant’s heirs, executors,
assigns, administrators, and other legal representatives, and will
be for the benefit of the Company, its successors, and its assigns.
There are no intended third-party beneficiaries to this Agreement,
except as expressly stated. Except as may otherwise be provided in
this Agreement, Consultant may not sell, assign or delegate any
rights or obligations under this Agreement. Notwithstanding
anything to the contrary herein, Company may assign this Agreement
and its rights and obligations under this Agreement to any
successor to all or substantially all of Company’s relevant
assets, whether by merger, consolidation, reorganization,
reincorporation, sale of assets or stock, or
otherwise.

 


C.
 Entire
Agreement
.
This
Agreement constitutes the entire agreement and understanding
between the Parties with respect to the subject matter herein and
supersedes all prior written and oral agreements, discussions, or
representations between the Parties. Consultant represents and
warrants that he/she is not relying on any statement or
representation not contained in this Agreement. To the extent any
terms set forth in any exhibit or schedule conflict with the terms
set forth in this Agreement, the terms of this Agreement shall
control unless otherwise expressly agreed by the Parties in such
exhibit or schedule.

 


D.
 Headings.
Headings
are used in this Agreement for reference only and shall not be
considered when interpreting this
Agreement.

 


E.
 Severability.
If a
court or other body of competent jurisdiction finds, or the Parties
mutually believe, any provision of this Agreement, or portion
thereof, to be invalid or unenforceable, such provision will be
enforced to the maximum extent permissible so as to effect the
intent of the Parties, and the remainder of this Agreement will
continue in full force and effect.

 


F.
 Modification,
Waiver.
 No
modification of or amendment to this Agreement, nor any waiver of
any rights under this Agreement, will be effective unless in a
writing signed by the Parties. Waiver by the Company of a breach of
any provision of this Agreement will not operate as a waiver of any
other or subsequent breach.

 

 


G.
 Notices.
Any
notice or other communication required or permitted by this
Agreement to be given to a Party shall be in writing and shall be
deemed given (i) if delivered personally or by commercial
messenger or courier service, (ii) when sent by confirmed
facsimile, or (iii) if mailed by U.S. registered or certified
mail (return receipt requested), to the Party at the Party’s
address written below or at such other address as the Party may
have previously specified by like notice. If by mail, delivery
shall be deemed effective three business days after mailing in
accordance with this Section 14.G.

 


(1)
 If
to the Company, to:


53 Calle Palmeras


Suite 802


San Juan, PR 00901


Attention: President

 


(2)
 If
to Consultant, to the address for notice on the signature page to
this Agreement or, if no such address is provided, to the last
address of Consultant provided by Consultant to the
Company.

 


H.
 Attorneys’
Fees and Expenses
.
In any
court action at law or equity that is brought by one of the Parties
to this Agreement to enforce or interpret the provisions of this
Agreement, the prevailing Party will be entitled to reasonable
attorneys’ fees and expenses, in addition to any other relief
to which that Party may be entitled.

 


I.
 Signatures. This
Agreement may be signed in two counterparts, each of which shall be
deemed an original, with the same force and effectiveness as though
executed in a single document.

 


(signature
page follows
)

 


IN WITNESS WHEREOF, the Parties hereto have executed this
Consulting Agreement as of the date first written
above.

 

 



CONSULTANT 

 

 



BLOCKCHAIN INDUSTRIES, INC.

 

 

 

 

 

 

 


By: 


/s/ 
Kevin
Hu
 

 


By:


/s/
Patrick Moynihan

 

 


Name: 
Kevin
Hu
 

 

 


Name:
Patrick Moynihan

 

 

 

 

 


Title: CEO

 

 


Address for Notice:

 

 

 

 

 

 

 


EXHIBIT A

 


SERVICES AND COMPENSATION

 


1.
 Consultant.

 


Name: Kevin Hu

 


Title: Director of Asset Allocation

 


Email: kevin@blockchainind.com

 


Phone:

 


2.
 Services.
The Services will include, but will not be limited to, the
following:

 



Asset
allocation across entire company.



ICO
portfolio management.



Risk mitigation & management.



Researching new investment opportunities and drafting detailed
analysis and research.



Researching and analyzing tokenization protocols, decentralized
applications and utility effectiveness.



Trading oversight and risk management.



Develop strategies for recurring revenue
streams.



Develop financial and economic models for potential investments in
ICO’s.



Financial management of initiatives in any of the Company’s
lines of business.



Reporting directly to the CEO

 


3.
 Term.

 


The term of this agreement shall be three (3) year from the
Effective Date (unless sooner terminated as provided in the
Agreement).

 


4.
 Compensation.

 


A.
 The
Company shall pay to Consultant Two Hundred Thousand Dollars
($200,000 USD) per year, billable monthly.

 


B.
 Subject
to the approval of the Company’s Board of Directors, the
Company will issue to Consultant an option to purchase 500,000
shares of the Company’s Common Stock (the
Options”).
Subject to the Company’s Equity Incentive Plan, the Options
shall be eligible for cashless exercise. Subject to Consultant
remaining a service provider on all such dates, the Options will
vest according to the following
schedule:

 

 


Strike Price


Quantity Vested


Vesting Date


Expiration Date


$2.50


165,000


7/10/2018


7/10/2021


$5.00


165,000


7/10/2019


7/10/2022


$7.50


170,000


7/10/2020


7/10/2023

 


Upon a Change in Control of the Company, all unvested option will
immediately vest. Change in Control shall mean:

 


(a)


the acquisition, directly or indirectly, by any “person” or “group”
(as those terms are defined in Sections 3(a)(9), 13(d), and
14(d) of the Exchange Act and the rules thereunder) of “beneficial
ownership” (as determined pursuant to Rule 13d-3 under the
Exchange Act) of securities entitled to vote generally in the
election of directors (“voting securities”) of the Company that
represent 25% or more of the combined voting power of the Company’s
then outstanding voting securities, other than

  


(i)


an acquisition by a trustee or other fiduciary holding securities
under any employee benefit plan (or related trust) sponsored or
maintained by the Company or any person controlled by the Company
or by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any person controlled by the
Company,

 


(ii)


an acquisition of voting securities by the Company or a corporation
owned, directly or indirectly, by the stockholders of the
Company in substantially the same proportions as their
ownership of the stock of the Company, or

 


(iii)


an acquisition of voting securities pursuant to a transaction
described in subsection (b) below that would not be a
Change in Control under subsection (b);

 


providedhowever,
that notwithstanding the foregoing, an acquisition of the Company’s
securities by the Company which causes the Company’s voting
securities beneficially owned by a person or group to represent 25%
or more of the combined voting power of the Company’s then
outstanding voting securities shall not be considered an
acquisition by any person or group for purposes of this
subsection (a); 
providedhowever,
that if a person or group shall become the beneficial owner of 25%
or more of the combined voting power of the Company’s then
outstanding voting securities by reason of share acquisitions by
the Company as described above and shall, after such share
acquisitions by the Company, become the beneficial owner of any
additional voting securities of the Company, then such acquisition
shall constitute a Change in Control;

 


(b)


the consummation by the Company (whether directly involving the
Company or indirectly involving the Company through one or more
intermediaries) of (i) a merger, consolidation,
reorganization, or business combination or (ii) a sale or
other disposition of all or substantially all of the Company’s
assets or (iii) the acquisition of assets or stock of
another entity, in each case, other than a
transaction

 


(A)


which results in the Company’s voting securities outstanding
immediately before the transaction continuing to represent (either
by remaining outstanding or by being converted into voting
securities of the Company or the person that, as a result of the
transaction, controls, directly or indirectly, the Company or owns,
directly or indirectly, all or substantially all of the Company’s
assets or otherwise succeeds to the business of the Company
(the Company or such person, the “Successor Entity”)) directly
or indirectly, more than 50% of the combined voting power of the
Successor Entity’s outstanding voting securities immediately after
the transaction,

 

 


(B)


after which more than 50% of the members of the board of directors
of the Successor Entity were members of the Incumbent Board at the
time of the Board’s approval of the agreement providing for the
transaction or other action of the Board approving the
transaction, and

 


(C)


after which no person or group beneficially owns voting
securities representing 25% or more of the combined voting power of
the Successor Entity; providedhowever,
that no person or group shall be treated for purposes of this
subsection (C) as beneficially owning 25% or more of
combined voting power of the Successor Entity solely as a result of
the voting power held in the Company prior to the consummation of
the transaction; or

 


(c)


stockholder approval of a liquidation or dissolution of the
Company.

 


For
purposes of subsection (a) above, the calculation of
voting power shall be made as if the date of the acquisition were a
record date for a vote of the Company’s stockholders, and for
purposes of
 subsection (b) above,
the calculation of voting power shall be made as if the date of the
consummation of the transaction were a record date for a vote of
the Company’s stockholders.

 


C.
 The
Company will reimburse Consultant, in accordance with Company
policy for all reasonable expenses incurred by Consultant in
performing the Services pursuant to this Agreement, if Consultant
receives written consent from an authorized agent of the Company
prior to incurring such expenses and submits receipts for such
expenses to the Company in accordance with Company standard expense
reimbursement policy.

 


On a monthly basis Consultant shall submit to the Company a written
invoice detailing the Services performed and expenses incurred
(with receipts attached), and such statement shall be subject to
the approval of the contact person listed above or other designated
agent of the Company.

 


The Company will reimburse Consultant for a one-time moving expense
not exceeding $20,000 USD net of tax if the consultant was to move
to a city of the CEO’s choosing. At the time of this
contract, The Consultant has agreed to move the greater Los Angeles
area.

 


5.
 Other
Arrangements

 


A.


The Company will, to the best of its ability, sponsor the
Consultant for a H1B visa. In the event that the visa process is
delayed, the Consultant will work remoted from either London or
Toronto with frequent trips to meet with the CEO or other relevant
parties.

 

 

 

 

 

 


Exhibit 99.1

 


BLOCKCHAIN INDUSTRIES APPOINTS NEW BOARD MEMBERS

 


Richard Kromka, Michael Conn, and Kevin Hu Join the Board of
Directors

 

 

 

Santa
Monica, Calif., DEC 31, 2018 – Blockchain Industries, Inc.
(OTCPK: BCII) today announced the appointment of three new members
to its board of directors. Richard Kromka, Michael Conn, and Kevin
Hu will join the board, effective immediately.

 

 

 

“We
are excited to announce the addition of these exemplary industry
leaders to our board of directors,” said Patrick Moynihan,
CEO of Blockchain Industries. “Richard, Michael, and Kevin
all have far-reaching blue-chip backgrounds, investing in and
advising companies that are stable, profitable, and enduring. Their
knowledge and guidance will be instrumental as we continue
Blockchain Industries’ ongoing growth.”

 


Based in Beijing, Richard Kromka is managing director at EC Mergers
& Acquisitions, responsible for managing the company’s
activities in Asia. He was previously a board member of xG
Technology, Inc. He was also managing director and a founding
partner of Deutsche Bank’s Angel Fund LP, a $200 million
early-stage private equity fund that invested in PayPal prior to
its sale to eBay.

 


Michael Conn is co-founder/former CEO/Director of Ether Capital
(NEO:ETHC), President/CIO/Director of BitFinance, founder/Managing
Partner of Quail Creek Ventures, and CIO of Corl. Michael was
formerly COO of Alliance Bernstein’s ($500bn+ in AUM)
Alternative Investment Management group where he specialized in
hedge funds, private equity, leveraged buy-out, distressed-debt,
venture capital and real estate. Prior to AB he was Managing
Director & Head of Corporate Development for TCW ($200bn+ in
AUM) where he focused on global M&A and strategy, helping to
lead them through their MBO process.

 


Kevin Hu is Portfolio Manager and Head of Research at Blockchain
Industries. Prior to joining Blockchain Industries, Hu worked at
BlackRock’s hedge fund solution group where he analyzed
start-up hedge funds, complex portfolios, and individual
investments. He is a specialist in understanding the value drivers
and crypto-economics of tokens.

 


Kromka, Conn, and Hu join existing board members Patrick Moynihan
and Max Robbins, rounding out the board of directors to five
members.

 

 

 

 


About Blockchain Industries, Inc.

 


Blockchain Industries, Inc. is publicly traded merchant bank
focused on the international blockchain and cryptocurrency sectors.
The company is comprised of a Blockchain Technology Advisory, an
Investment Management arm, and a Global Conference Series
(Blockchain Unbound) connecting entrepreneurs and
investors.

 


For more information on Blockchain Industries, visit

http://www.blockchainind.com.

 

 


Forward-Looking Statements

 


This press release includes forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, or the
Exchange Act. We caution readers that forward-looking statements
are predictions based on our current expectations about future
events. Forward looking statements are generally written in the
future tense and/or are preceded by words such as “may,” “will,”
“should,” “forecast,” “could,” “expect,” “suggest,” “believe,”
“estimate,” “continue,” “anticipate,” “intend,” “plan,” “aim” or
similar words, or the negatives of such terms or other variations
on such terms or comparable terminology. These statements are just
predictions and are subject to risks and uncertainties that could
cause the actual events or results to differ materially. Any
forward-looking statement made by us herein speaks only as of the
date on which it is made. We undertake no obligation to revise or
update any forward-looking statement for any reason.

 



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