Date: January 29, 2021 Dear Mr. Epstein,
EXHIBIT
99.2
Letter agreement
between MobileSmith, Inc. and Xxxxxx Xxxxxxx dated January 29,
2021.
Date:
January 29, 2021
Dear
Xx. Xxxxxxx,
This
appointment letter (the "Letter Agreement") shall record all the
agreements and understandings between MobileSmith Inc., a Delaware
Corporation (the "Company") and Xx. Xxxxxxx (the
“Advisor” or “You”), in connection with
your transition from Director (board member), effective February 1,
2021, to appointment as an Advisor of the Company in a
non-executive capacity, and for the other purposes listed
hereunder.
2.
Scope. Company's expectation is that you will be available to
respond to Board and CEO requests, and to provide input that may be
valuable to the company’s future success as you come upon
it.
3.
Term. The effective term of this agreement is February 1, 2021
through December 31, 2021.
4.
Compensation. There is no additional compensation for this
position. Previously issued Directors options pursuant to the
MobileSmith Inc. 2016 Equity Compensation Plan remain in effect,
subject to the terms of your stock option agreement.
5. Each
party shall bear its own costs and expenses associated with its
responsibilities hereunder. Notwithstanding the above, the Company
shall bear any reasonable expenses actually incurred by You in
connection with the performance of the Advisory Services, provided
that such expenses are approved in advance by Company’s CEO
in writing and against validly issued receipts.
6. You
hereby agree and undertake to comply with and observe the terms of
the non-disclosure undertaking agreed to in your prior
agreement(s).
7. You
hereby agree to refrain from working with an entity that is a
competitor to MobileSmith while under the terms of this agreement
without prior approval from MobileSmith’s CEO.
8.
Advisor shall not incur or purport to incur any liability or
commitment on behalf of the Company or make or give any promises,
representations, warranties or guarantees with respect to the
Company or the Company's products, except as such are expressly
directed by Company in writing.
9. The
Advisor acknowledges that the Company has the exclusive right,
interest, and title in and to the Company's products and other
proprietary information, and shall not, by virtue of this Letter
Agreement or otherwise, acquire any proprietary rights whatsoever
in or to the products and/or any of the Company's intellectual
property rights nor make any representation to having any interest
in or to the Company's products and/or any of the Company's
intellectual property rights.
10. The
Advisor rights and obligations hereunder are personal and may not
be assigned or delegated to any consultants, representatives,
agents, or any other person. The relationship between you and the
Company is not of an employer-employee nature, and you are, and
shall be, an independent Advisor.
11.
Termination Rights. This agreement is terminable by mutual
agreement or by termination for cause. As used herein,
“Cause”
shall mean any one or more of the following that continues uncured
for thirty (30) days following receipt of written notice to Advisor
setting forth in detail the circumstances constituting Cause:
(i) failure or refusal to follow the reasonable written
direction of the Board (other than by reason of Disability);
(ii) the Advisor’s commission of any crime, the
underlying conduct of which is job related such that it is
consistent with business necessity to terminate Advisor’s
employment; (iii) the Advisor’s willful material false
statement regarding the Company’s business to the Board,
shareholders of the Company, any lender or insurer, or a regulatory
authority; (iv) the Advisor’s breach of this Agreement
in any material respect (other than by reason of Disability); or
(v) other intentional conduct that is or could reasonably be
expected to be materially harmful to the business interests or
reputation of the Company. No amendment to this Letter Agreement
shall be effective unless it is in writing and signed by the CEO of
the Company.
12. If
you agree to the terms and provisions set forth above, please sign
at the designated space below and return one copy of this Letter
Agreement to the undersigned.
Sincerely
yours,
/s/ Xxxxx Xxxxxx
Xxxxx
Xxxxxx
CEO: MobileSmith
Inc.
Acknowledged
and agreed:
/s/
Xxxxxx Xxxxxxx
Xxxxxx
Xxxxxxx
January
30, 2021
