ROCAP MARKETING, INC. Conditional Stock Grant Agreement

Exhibit 10.8

XXXXX MARKETING, INC.

Conditional Stock Grant Agreement

Date of Grant: August 11, 2014

Parties:

“Xxxxx”	Xxxxx Marketing, Inc., a Nevada corporation
	0000 Xxxxxxxx Xxx., Xxxxxxxx Xxxx, XX 00000 X.X.X.
“Xxxxxx”	Xxxx Xxxxxx
	0000 Xxxxxxxx Xxx., Xxxxxxxx Xxxx, XX 00000 X.X.X.

Premises:

A.	The Share Exchange Agreement dated May 27, 2014 among Xxxxx, Xxxxxx and Spiral, LLC provides that Xxxxx will create a bonus program whereby Xxxxxx will earn shares of Xxxxx common stock upon Spiral achieving milestones to be agreed upon.
B.	To fix the terms under which the bonus shares will be issued, the parties are making this agreement.

Agreement:

1.	If, during any fiscal quarter, Xxxxx/Spiral Operations (excluding payment of liabilities that were on the books of Xxxxx at June 30, 2014) provide net cash, calculated in accordance with generally accepted accounting principles, then Xxxxx will issue to Xxxxxx a certificate for two million, sixty three thousand, sixty seven (2,063,067) shares of common stock. The certificate will be issued promptly after Xxxxx files with the SEC its quarterly or annual report for the measured quarter.
	For purposes hereof, “Xxxxx/Spiral Operations” shall mean the operations of Xxxxx on a consolidated basis, but excluding (a) operations discontinued on July 1, 2014, and (b) the operations of any subsidiary acquired after July 1, 2014.
2.	If, during each of the three consecutive calendar months, Xxxxx records Adjusted Income From Operations derived from Xxxxx/Spiral Operations, then Xxxxx will issue to Xxxxxx a certificate for two million, sixty three thousand, sixty six (2,063,066) shares of common stock. The certificate will be issued promptly after Xxxxx files with the SEC its quarterly or annual report for the quarter containing the third measured month.

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For purposes hereof, “Adjusted Income From Operations” shall mean Income from Operations, calculated in accordance with generally accepted accounting principles, including appropriate accruals but excluding any non-cash transactions such as stock-based compensation or amortization of goodwill.

3.	In the event that Xxxxx becomes party to a merger or consolidation in which Xxxxx is not the surviving entity, or in the event that Xxxxx sells substantially all of its assets and adopts a plan of liquidation, and if, on the date that Xxxxx executes the contract agreeing to such merger, consolidation or sale, Spiral LLC is a subsidiary of Xxxxx and has recorded revenue during the preceding fiscal quarter, then on the day prior to the effective date of such transaction Xxxxx will issue to Xxxxxx a certificate for (a) four million, one hundred twenty-six thousand, one hundred thirty-three (4,126,133) shares of common stock less (b) any shares issued pursuant to Section 1 or Section 2 hereof. Upon the issuance of said certificate, Xxxxx’x right to receive shares pursuant to Section 1 or Section 2 hereof, whether accrued or not accrued, shall terminate.
4.	In the event that Xxxxxx resigns from his position as an officer of Xxxxx, or if the Xxxxx board of directors removes Xxxxxx from his position as an officer of Xxxxx for cause, then this agreement shall terminate, except with respect to rights accrued prior to the termination of employment.
5.	This agreement shall terminate on August 11, 2017.

XXXXX MARKETING, INC.

By:	/s/ Xxxxxx XxXxxxxxx		/s/ Xxxx Xxxxxx
	Xxxxxx XxXxxxxxx, Secretary		XXXX XXXXXX

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