8-K

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

January 29, 2021

Date of Report (Date of earliest event reported)

333-188401

Commission File Number

RENAVOTIO, INC.

(Exact name of registrant as specified in its charter)

Nevada	99-0385424
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
601 South Boulder Ave., Suite 600, Tulsa, OK	74119
(Address of principal executive offices)	(Zip Code)

(888) 928-1312

 (Registrant's telephone number, including area code)

N/A

(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))

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class Trading Symbol(s) Name of each exchange on which registered

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. ☐

Renavotio, Inc. is referred to herein as “Renavotio”, “we”, “our”, or “us”.

ITEM 1.01 ENTRY INTO A MATERIAL DEFINTIIVE AGREEMENT  

Securities Purchase Agreement with Tysado Partners, LLC

On January 29, 2021, we, as the Seller, entered into a Securities Purchase Agreement with Tysadco Partners, LLC,  a Delaware Limited Liability Company (the “Purchaser), whereby we sold  4,000,000 of our Common Stock Shares to the Purchaser for the Purchase Price of $220,000 five and one-half cents per share.

Corporate Development Advisory Agreement with ClearThink Capital/Tysado Partners

On February 1, 2021, we entered into a Corporate Development Advisory Agreement with ClearThink Capital and its affiliate, Tysado Partners, LLC  (“Consultant”), for the  Consultant to provide various consulting services to us to increase awareness and visibility of the investment community, including developing and implementing an ongoing stock market support system, drafting and distributing our press release, social media engagement, corporate profiles, and providing public market oversight.  We shall compensate the Consultant with a monthly fee of $7,500 consisting of: (a) $2,500 cash; and (b) $5,000 of our restricted common stock shares to be issued on a quarterly basis in the name of Tysado Partners LLC based on the closing price on the last day of the preceding period.  We did not grant the Consultant registration rights and the shares may be sold pursuant to Rule 144.  At our option, any portion of the stock compensation may be  payable in cash to  us.  Should we uplist to NASDAQ or the NYSI, the monthly fee payable to the Consultant will increase to $10,000 per month, with the cash component increasing to $5,000 per month. We have the option to pay the entire monthly fee in all cash.    

Marketing and Distribution Agreement with Verify Me, Inc.

On February 1, 2021, we entered into a Marketing and Distribution Agreement (the “Marketing Agreement“) with VerifyMe, Inc. (Nasdaq: VRME) (“VerifyMe”), a company that provides anti-counterfeiting and brand protection solutions. The Marketing Agreement provides that: (a) VerifyMe appoints us as non-exclusive global preferred sales representative to promote, market, distribute and sell VerifyMe products as an enhancement to our personal protection equipment products (“PPE”), including face masks, gloves, gowns, goggles, and face shields, to ensure the authenticity and origin of our PPE; (b) we will not enter into similar agreements or arrangements with any competitor of VerifyMe without its written consent; (c) VerifyMe will grant us preferential pricing of its products for incorporation into our PPE; (d) if we make a sale of PPE incorporating VerifyMe products, we will make prompt payment to VerifyMe for such products; and (e) if we facilitate a direct sale by VerifyMe of PPE incorporating VerifyMe products, VerifyMe will pay us a commission of 15% of revenue that it receives from such sale. The Marketing Agreement may be terminated on 30 days’ notice by either party.

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ITEM 9.01. EXHIBITS

(a) Exhibits. The following exhibits are filed with this Current Report on Form 8-K:  

Exhibit No.	Description
10.1	1/29/21 Securities Purchase Agreement with Tysado Partners, LLC
10.2	2/1/21 Corporate Development Advisory Agreement with ClearThink Capital/Tysado Partners
10.3	2/1/21 Marketing and Distribution Agreement with Verify Me, Inc.

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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.

Dated: February 3, 2021	By:	/s/ William Robinson
		William Robinson
		Chief Executive Officer

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EX-10.1

EXHIBIT 10.1

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of January 29, 2021, is entered into by and between Renavotio, Inc., a Nevada corporation, (the “Company”), and Tysadco Partners, LLC, a Delaware limited liability company (the “Buyer”).

A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”).

B. Upon the terms and conditions stated in this Agreement, the Buyer desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement (i) four million (4,000,000) restricted common shares in the Company (“Common Stock”) to be delivered to Buyer, via book entry within 7 (seven) calendar days following the Closing Date.

NOW THEREFORE, the Company and the Buyer hereby agree as follows:

1.Purchase and Sale. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees to purchase from the Company restricted common shares. (collectively the “Securities”).

1.1.Form of Payment. On the Closing Date, (i) the Buyer shall pay the purchase price of $220,000 (the “Purchase Price”) at the Closing (as defined below), by wire transfer of immediately available funds to a Company account designated by the Company, in accordance with the Company’s written wiring instructions, against delivery of the Securities, and (ii) the Company shall deliver such duly executed Securities on behalf of the Company, to the Buyer, against delivery of such Purchase Price.

1.2.Closing Date(s). The date and time of the issuance and sale of the Securities pursuant to this Agreement (the “Closing Date”) for the Closing shall be on or about January 29, 2021, or such other mutually agreed upon time. The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at such location as may be agreed to by the parties.

2.Buyer’s Investment Representations; Governing Law; Miscellaneous.

2.1Buyer’s Investment Representations.

(a)This Agreement is made in reliance upon the Buyer’s representation to the Company, which by its acceptance hereof Buyer hereby confirms, that the Securities to be received by it will be acquired for investment for its own account, not as a nominee or agent, and not with a view to the sale or distribution of any part thereof, and that it has no present intention of selling, granting participation in, or otherwise distributing the same, but subject nevertheless to any requirement of law that the disposition of its property shall at all times be within its control.

(b)The Buyer understands that the Securities are not registered under the 1933 Act, on the basis that the sale provided for in this Agreement and the issuance of securities hereunder is exempt from registration under the 1933 Act pursuant to Section 4(a)(2) thereof, and that the Company’s reliance on such exemption is predicated on the Buyer’s representations set forth herein. The Buyer realizes that the basis for the exemption may not be present if, notwithstanding such representations, the Buyer has in mind merely acquiring shares of the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Buyer does not have any such intention.

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(c)The Buyer understands that the Securities may not be sold, transferred, or otherwise disposed of without registration under the 1933 Act or an exemption therefrom, and that in the absence of an effective registration statement covering the Securities or an available exemption from registration under the 1933 Act, the Stock must be held indefinitely. In particular, the Buyer is aware that the Securities may not be sold pursuant to Rule 144 or Rule 701 promulgated under the 1933 Act unless all of the conditions of the applicable Rules are met. Among the conditions for use of Rule 144 is the availability of current information to the public about the Company. Such information is not now available, and the Company has no present plans to make such information available. The Buyer represents that, in the absence of an effective registration statement covering the Securities, it will sell, transfer, or otherwise dispose of the Securities only in a manner consistent with its representations set forth herein and then only in accordance with the provisions of Section 5(d) hereof.

(d)The Buyer agrees that in no event will it make a transfer or disposition of any of the Securities (other than pursuant to an effective registration statement under the 1933 Act), unless and until (i) the Buyer shall have notified the Company of the proposed disposition and shall have furnished the Company with a statement of the circumstances surrounding the disposition, and (ii) if requested by the Company, at the expense of the Buyer or transferee, the Buyer shall have furnished to the Company either (A) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such transfer may be made without registration under the 1933 Act or (B) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto. The Company will not require such a legal opinion or “no action” letter in any transaction in compliance with Rule 144.

(e)The Buyer represents and warrants to the Company that it is an “accredited investor” within the meaning of Securities and Exchange Commission Rule 501 of Regulation D, as presently in effect and, for the purpose of Section 25102(f) of the California Corporations Code, he or she is excluded from the count of “purchasers” pursuant to Rule 260.102.13 thereunder.

2.2Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of California or in the federal courts located in San Diego, California. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

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2.3Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party.

2.4Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation of, this Agreement.

2.5Severability. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof.

2.6Entire Agreement; Amendments. This Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be waived or amended other than by an instrument in writing signed by the Buyer.

2.7Notices. Any notice required or permitted hereunder shall be given in writing (unless otherwise specified herein) and shall be deemed effectively given on the earliest of:

2.7.1the date delivered, if delivered by personal delivery as against written receipt therefor or by e-mail to an executive officer, or by confirmed facsimile,

2.7.2the fifth Trading Day after deposit, postage prepaid, in the United States Postal Service by registered or certified mail, or

2.7.3the third Trading Day after mailing by domestic or international express courier, with delivery costs and fees prepaid, in each case, addressed to each of the other parties thereunto entitled at the following addresses (or at such other addresses as such party may designate by ten (10) calendar days’ advance written notice similarly given to each of the other parties hereto):

If to the Company, to:

Renavotio, Inc.

601 South Boulder Avenue, Suite 600

Tulsa, OK 74119

Email: brobinson@renavotio.com

With Copy to which shall not constitute notice:

Frederick Lehrer

2108 Emil Jahna Road

Clermont, FL 34711

If to the Buyer:

Tysadco Partners, LLC

210 West 77^th Street, #7W

New York, NY 10024

E-mail: tysadcopartners@gmail.com

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2.8Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Notwithstanding anything to the contrary herein, the rights, interests or obligations of the Company hereunder may not be assigned, by operation of law or otherwise, in whole or in part, by the Company without the prior written consent of the Buyer, which consent may be withheld at the sole discretion of the Buyer; provided, however, that in the case of a merger, sale of substantially all of the Company’s assets or other corporate reorganization, the Buyer shall not unreasonably withhold, condition or delay such consent. This Agreement or any of the severable rights and obligations inuring to the benefit of or to be performed by Buyer hereunder may be assigned by Buyer to a third party, including its financing sources, in whole or in part, without the need to obtain the Company’s consent thereto.

2.9Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

2.10Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all its officers, directors, employees, attorneys, and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

2.11No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

2.12Remedies. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Agreement, that the Buyer shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Agreement and to enforce specifically the terms and provisions hereof, without the necessity of showing economic loss and without any bond or other security being required.

2.13Buyer’s Rights and Remedies Cumulative. All rights, remedies, and powers conferred in this Agreement and the Transaction Documents on the Buyer are cumulative and not exclusive of any other rights or remedies, and shall be in addition to every other right, power, and remedy that the Buyer may have, whether specifically granted in this Agreement or any other Transaction Document, or existing at law, in equity, or by statute; and any and all such rights and remedies may be exercised from time to time and as often and in such order as the Buyer may deem expedient.

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2.14Ownership Limitation. If at any time after the Closing, the Buyer shall or would receive shares of Common Stock, so that the Buyer would, together with other shares of Common Stock held by it or its Affiliates, own or beneficially own by virtue of such action or receipt of additional shares of Common Stock a number of shares exceeding 9.99% of the number of shares of Common Stock outstanding on such date (the “Maximum Percentage”), the Company shall not be obligated and shall not issue to the Buyer shares of Common Stock which would exceed the Maximum Percentage, but only until such time as the Maximum Percentage would no longer be exceeded by any such receipt of shares of Common Stock by the Buyer. The foregoing limitations are enforceable, unconditional and non-waivable and shall apply to all Affiliates and assigns of the Buyer.

2.15No Shorting. For so long as Investor holds any securities of Company, neither Investor nor any of its Affiliates will engage in or effect, directly or indirectly, any Short Sale of Common Stock.

2.16Attorneys’ Fees and Cost of Collection. In the event of any action at law or in equity to enforce or interpret the terms of this Agreement or any of the other Transaction Documents, the parties agree that the party who is awarded the most money shall be deemed the prevailing party for all purposes and shall therefore be entitled to an additional award of the full amount of the attorneys’ fees and expenses paid by such prevailing party in connection with the litigation and/or dispute without reduction or apportionment based upon the individual claims or defenses giving rise to the fees and expenses. Nothing herein shall restrict or impair a court’s power.

2.17Execution by Facsimile or PDF. This Agreement may be executed by facsimile or portable document format, which shall have the same effect and force as an original signature.

[Remainder of page intentionally left blank; signature page to follow]

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SUBSCRIPTION AMOUNT: INITIAL FUNDING

Purchase Price: $ 220,000.00

IN WITNESS WHEREOF, the undersigned Buyer and the Company have caused this Agreement to be duly executed as of the date first above written.

THE COMPANY:

Renavotio, Inc.
By:	/s/ William Robinson
	Mr. William Robinson Chief Executive Officer
THE BUYER: Tysadco Partners, LLC
By:	/s/ Howard Davner
	Mr. Howard Davner Managing Member

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EX-10.2

EXHIBIT 10.2

CORPORATE DEVELOPMENT ADVISORY AGREEMENT

THIS CORPORATE DEVELOPMENT ADVISORY AGREEMENT (“Agreement”) is made by and between Renavotio, Inc. (hereinafter referred to as the “Company” or “RIII”), and ClearThink and Tysadco Partners (hereinafter referred to collectively as the “Consultant” or “CT”).

EXPLANATORY STATEMENT

The Consultant affirms that it has successfully demonstrated capital markets, financial and public relations consulting expertise, and possesses valuable knowledge, and experience in the areas of capital markets (notably micro and small cap), corporate development, mergers and acquisitions, strategic business development and corporate investor/public relations. The Company believes that the Consultant’s knowledge, expertise and experience would benefit the Company, and the Company desires to retain the Consultant to perform consulting services for the Company under this Agreement.

Program Objectives:

The program is designed to increase awareness and visibility in the investment community through numerous activities as described below:

· Secure additional Sell-Side analyst research coverage.

· Increase participation in investor conferences, including those sponsored by investment banks.

· Create and maintain effective company marketing materials.

· Update and maintain public company profiles and messaging across all Internet financial sites.

· Establish and manage press release distribution.

· Create, write and maintain press release pipeline.

· Update and manage investor relations section of corporate website.

· Set up or arrange and manage social media assets, including Facebook, Twitter, LinkedIn and Instagram.

· Manage investor inquiries and contacts of the company.

· Increase contact with institutional investors, family offices, high net-worth individuals and retail brokers.

· Establish relationships with and push content to financial writers and bloggers who follow other like companies in sector and market size.

· Outreach and push content to message boards.

· Increase number of market makers.

· Provide introductions for access to capital.

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NOW, THEREFORE, in consideration of their mutual agreements and covenants contained herein, and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and in further consideration of the affixation by the parties of their respective signatures below, the parties agree as follows:

I. CONSULTING SERVICES

1.1 CT agrees that commencing on February 1, 2021, the Consultant will reasonably be available during regular business hours to advise, counsel and inform designated officers and employees of the Company about the various industries and businesses in which RIII is engaged, financial markets and exchanges, competitors, business acquisitions and other aspects of or concerning the Company’s business about which CT has knowledge or expertise.

1.2 CT shall render services to the Company as an independent contractor, and not as an employee. All services rendered by CT on behalf of the Company shall be performed to the best of CT’s ability in concert with the overall business plan of the Company and the goals and objectives of the Company’s management and Board of Directors.

CT will develop, implement, and maintain an ongoing stock market support system for RIII including:

· A better understanding of the core growth opportunities and key drivers for the end-market being addressed;

· The extent of the Company’s growth plans, capital requirements, and operating leverage;

· Establishing and articulating the key operating, growth, and valuation metrics that investors/shareholders should focus on to judge future performance. Answering the question, “why should an investor invest in RIII”

· Differentiating RIII from other infrastructure companies based on its business pipeline, products, service, relationships and strategy.

2. THE FINANCIAL PRESS

CT will assist executive management in drafting and supporting RIII in delivering complete press releases on all material events as deemed by the Company to the investing public. Executive Management and corporate counsel, when required by RIII’s press release policy and procedures, will approve all press releases before they are sent to the wire. We have negotiated volume discounts with a top-tier wire service vendor and shall pass through those significantly discounted pricing plans on a wide range of services to RIII. At Company’s discretion, CT will disseminate news releases through a Broadcast Fax and/or electronic mail (e-mail) to our established database of financial professionals including: special situation analysts, brokers, fund managers, individual investors, money managers, and current or prospective individual shareholders who are already invested or have expressed an interest in RIII.

3. PUBLIC MARKET INSIGHT

Paramount to our collective efforts, CT will discuss with executive management the importance of establishing conservative expectations and how various corporate actions may be perceived and impact the public market. CT has the capability to help assess acquisition candidates, discuss the financial impacts, in addition to the longer term implications. We will assist executive management in understanding the life cycle of the financial markets and how RIII is impacted directly and indirectly by different variables. The Team at CT leverages its collective expertise gained through representing over 200 public companies to help our clients understand expectations, valuations, perceptions, and investment methodologies utilized by investment professionals. We believe this consulting aspect of our business is extremely valuable for management to optimize key opportunities and to avoid pitfalls.

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II. MARKETING OUTLOOK & DETAILED AGENDA

A.	CT shall undertake due diligence of RIII to gain a deep understanding of the Company. The due diligence shall include a review of the overall company, including an interview with key executive management with a goal of developing an understanding and analysis of the Company’s operations, business plans, financial forecasts, capital expenditure needs and cash flow projections, in addition to any acquisition and expansion plans. CT shall on a continuing basis keep itself aware through analysis and discussion with executive management the key developments and progress of the financial progress of the Company.
B.	CT shall create a two-page Corporate Profile, which clearly articulates the current business and financial position, as well as the strategy for future growth. This is an important marketing piece for investors to quickly learn about the company. This shall be updated each month at the minimum. In the event of a material event this shall be updated at the time of public disclosure.
C.	CT shall review, consult, and if needed edit RIII’s investor PowerPoint presentation. CT will incorporate research and feedback from conversations and meetings to improve the investor PowerPoint and message delivery. This shall be updated at least once per quarter.
D.	CT shall update and maintain public company profiles and messaging across all Internet financial sites, such as Yahoo Finance, OTC Markets, Capital IQ, Reuters, Bloomberg, CNBC, Google Finance.
E.	CT shall formalize a press release calendar for the coming three months with an emphasis on integrating and optimizing said releases into coherent and strategic themes. CT supported by RIII executive management shall create, edit and release accordingly.
F.	CT shall update and manage investor relations section of corporate website, ensuring correct profiles, news and contact information.
G.	CT shall set up or arrange and manage social media assets, including Facebook, Twitter, LinkedIn and Instagram.
H.	CT shall incorporate current investor list and past road show meetings into our database in order to call through to alert as to new developments, gather feedback, and engage.
I.	CT will initiate an outreach program targeting key investment professionals that will result in arranging conference calls and face-to-face investor meetings for management with such targeted investment professionals. Specific attention will be paid to similar sector-focus or financial profile as RIII for introductions.
J.	CT will identify key upcoming conferences for RIII management to attend.
K.	CT will identify and attempt to establish relationships with appropriate research analysts whou could potentially publish on RIII
L.	CT shall establish relationships with and push content to financial writers, bloggers and their followers who follow other like companies in sector and market size, including Benzinga, Marketfy, InvestorsHub, SeekingAlpha, Fool and StockTwits.
M.	Outreach and push content to message boards.
N.	CT shall provide introductions to potential market makers.
O.	CT shall upon request provide introductions for access to capital to investment bankers.

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As RIII evolves, the appropriate approach to the market will be incorporated into the agenda for optimal results.

No activities undertaken by CT in connection with this Agreement shall constitute broker or dealer activities, negotiation on behalf of the RIII for financing, financing or closing of a financing, success fee or transaction based compensation to CT.

III. CONTRACTUAL RELATIONSHIP

In performing services under this proposal, CT shall operate as, and have the status of, an independent contractor. CT agrees that all information disclosed to it about the RIII’s products, processes and services are the sole property of RIII, and it will not assert any rights of any confidential or proprietary information or material, nor will it directly or indirectly, except as required in the conduct of its duties.

IV. TERM

This agreement shall remain in effect commencing on the Effective Date, however notwithstanding the foregoing either party may terminate this Agreement for any reason at any time following the end of the third (3rd) month following the execution hereof, upon 30 days’ notice to the other party. In the event that CT commits any material breach or violation of the provisions of a written Agreement between CT and RIII, then, the Company has the right to terminate its relationship with CT any time during the Term. RIII warrants that it will provide its best efforts in complying with CT in the performance of its duties and obligations and to not unreasonably withhold information or access of RIII’s executive management which could cause CT to not fulfill its duties under its obligations herewith.

V. COMPENSATION

In exchange for providing the services outlined herein, RIII shall pay CT a fee equal to $7,500 per month (the “Monthly Fee”), payable as follows:

· Cash Component: As to $2,500 of the Monthly Fee, such amount shall be paid in cash via check or wire transfer on the 1^st of every month.

· Restricted Stock Component: As to $5,000 of the Monthly Fee, such amount shall be paid via issuance of restricted common shares of RIII.  The shares are to be issued in the name of Tysadco Partners. The number of common shares earned each month shall be calculated and issued on a quarterly basis prior to each 90-day period and based on the value at the closing price on the last day of the preceding period. All common shares earned by the Consultant pursuant to this Agreement shall be issued by RIII on a quarterly basis. CT shall not have registration rights, and the shares may be sold subject to Rule 144. At the option of RIII, any portion of the Restricted Stock Component may be payable in cash.

Upon an uplist to Nasdaq or NYSE, the monthly fee will increase to $10,000 per month, with the Cash Component increasing to $5,000 per month.

At any time, RIII has the option to pay the entire Monthly Fee in all cash.

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VI. PRIOR RESTRICTION

CT represents to the Company that it is not subject to, or bound by, any agreement which sets forth or contains any provision, the existence or enforcement of which would in any way restrict or hinder CT from performing the services on behalf of the Company that CT is herein agreeing to perform. Neither CT nor any consultant it utilizes in connection with the services provided to Company shall provide any representation to a competitor of Company during the term of this Agreement (including any extensions thereof) and for a period of one year thereafter.

VII. ASSIGNMENT

This Agreement is personal to CT and may not be assigned in any way by CT without the prior written consent of the Company. Subject to the foregoing, the rights and obligations under this Agreement shall inure to the benefit of, and shall be binding upon, the heirs, legatees, successors and permitted assigns of CT, and upon the successors and assigns of the Company.

VIII. CONFIDENTIALITY

Except as required by law or court order, CT will keep confidential any trade secrets or confidential or proprietary information of the Company which are now known to CT or which hereinafter may become known to CT and CT shall not at any time directly or indirectly disclose or permit to be disclosed any such information to any person, firm, or corporation or other entity, or use the same in any way other than in connection with the business of the Company and in any case only with prior written permission RIII. For purposes of this Agreement, “trade secrets or confidential or proprietary information” includes information unique to or about the Company including but not limited to its business and is not known or generally available to the public.

CT shall return to Company all information and property of Company promptly upon termination or expiration of this Agreement. This includes but is not limited to, shareholder lists, investor packages, annual reports, annual budgets, and any other documentation that was generated by or for RIII during our contractual engagement.

IX. GOVERNING LAW; VENUE; DEFAULT

9.1 This Agreement shall be governed by the laws of the state of New York, without regard to its conflict of law provisions. Any claim or controversy arising under or related to any of the provisions of this Agreement shall be brought only in the state or federal courts sitting in New York. Each of the parties hereto consents to the personal jurisdiction of the aforementioned courts and agrees not to raise any objection to the laying of venue therein including, without limitation, any claim of forum non conveniens.

9.2 In the event that CT commits any material breach of any provision of this Agreement, as determined by the Company in good faith, the Company may, by injunctive action, compel CT to comply with, or restrain CT from violating, such provision, and, in addition, and not in the alternative, the Company shall be entitled to declare CT in default hereunder and to terminate this Agreement and any further payments hereunder. CT agrees to indemnify, hold harmless and defend the Company, its directors, officers, employees and agents from and against any and all claims, actions, proceedings, losses, liabilities, costs and expenses (including without limitation, reasonable attorneys' fees) incurred by any of them in connection with, as a result of and/or due to any actions or inactions and/or misstatements by CT, its officers, agents and /or employees regarding and/or on behalf of the Company whether in connection with CT's performance of its obligations and/or rendering of services pursuant to this Agreement or otherwise.

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9.3 Since CT must at all times rely upon the accuracy and completeness of information supplied to it by the Company’s officers, directors, agents, and employees, the Company agrees to indemnify, hold harmless, and defend CT, its officers, agents, and employees at the Company’s expense, against any proceeding or suit which may arise out of and/or be due to any material misrepresentation in such information supplied by the Company to CT (or any material omission by the Company that caused such supplied information to be materially misleading).

X. SEVERABILITY AND REFORMATION

If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future law, such provision shall be fully severable, and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision were never a part hereof, and the remaining provisions shall remain in full force and shall not be affected by the illegal, invalid, or unenforceable provision, or by its severance; but in any such event this Agreement shall be construed to give effect to the severed provision to the extent legally permissible.

XI. NOTICES

Any notices required by this Agreement shall (i) be made in writing and delivered to the party to whom it is addressed by hand delivery, by certified mail, return receipt requested, with adequate postage prepaid, or by courier delivery service (including major overnight delivery companies such as Federal Express and Airborne), (ii) be deemed given when received, and (iii) in the case of the Company, be mailed to its principal office at 601 South Boulder Avenue, Suite 600, Tula, OK 74119 and in the case of CT, be mailed to Tysadco Partners, 210 West 77th, #7W, New York, NY 10024.

XII. MISCELLANEOUS

12.1 This Agreement may not be amended, except by a written instrument signed and delivered by each of the parties hereto.

12.2 This Agreement constitutes the entire understanding between the parties hereto with respect to the subject matter hereof, and all other agreements relating to the subject matter hereof are hereby superseded.

12.3 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by facsimile transmission or by e-mail delivery of a ".pdf" format data file, shall be given the same legal force and effect as original signatures.

****signature page follows****

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In Witness Whereof, the parties have executed this Consulting Agreement as of the day and year first above written.

AGREED:
ClearThink		Renavotio, Inc.
Tysadco Partners, LLC
By:	/s/ Robert Delvecchio	By:	/s/ William C. Robinson
	Mr. Robert Delvecchio, Managing Partner		Mr. William C. Robinson, Chief Executive Officer

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EX-10.3

EXHIBIT 10.3

MARKETING AND DISTRIBUTION AGREEMENT

This Marketing and Distribution Agreement (“Agreement”) is made as of February 1, 2021 (the “Effective Date”), by and between VerifyMe, Inc., a Nevada corporation having an address at 75 S. Clinton Avenue, Suite 510, Rochester, New York 14604 (“Company”), and Renavotio, Inc., a Nevada corporation having an address at 601 South Boulder Avenue, Suite 600, Tulsa, Oklahoma 74119 (“Agent”). Each of Company and Agent are sometimes referred to herein as a “Party” and collectively as the “Parties”.

Whereas, Company is in the business of providing anti-counterfeiting and brand protection solutions (“VerifyMe Products”);

Whereas, Agent sources and sells personal protective equipment which includes, but is not limited to, face masks, gloves, gowns, goggles, and face shields, (collectively, “PPE”). Company and Agent agree that the definition of PPE may be amended from time to time by mutual agreement in writing;

Whereas, Agent desires to market and sell PPE products that are enhanced by the VerifyMe Products to ensure the authenticity and origin of the PPE products to Agent’s PPE customers (“Customers”);

Whereas, Agent desires to promote, market, distribute, and sell the VerifyMe Products to other providers of PPE products so that they may ensure the authenticity and origin of their PPE products (“Clients”);

Whereas, Company wishes to have Agent promote, market, distribute, and sell Agent’s PPE products as enhanced by the VerifyMe Products to Agent’s Customers and the VerifyMe Products to Agent’s Clients.

Now Therefore, in consideration of the mutual covenants, terms and conditions set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1.Terms of Appointment.

(a)Appointment. Company hereby appoints Agent (“Appointment”) as its preferred sales representative to promote, market, distribute and sell the VerifyMe Products as an enhancement to the PPE sold by Agent to Customers and by Clients throughout the territories set forth Schedule A attached hereto (“Territories”) in accordance with the terms and conditions of this Agreement (“Services”).

(b)Qualifications. Agent represents that Agent is duly licensed (as applicable) and has the qualifications, experience, and ability to properly perform the Services. Agent shall use Agent’s best efforts to perform the Services such that the results are satisfactory to Company.

(c)Agent Exclusive. It is understood and agreed that Agent will not enter into similar agreements or arrangements with any competitor of Company during the Term (as defined below) without the express prior written consent of Company.

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(d)Company Non-Exclusive. The Parties acknowledge and agree that the Appointment shall be on a non-exclusive basis between Company and Agent; provided, however, that Company shall offer and sell the VerifyMe Products to Agent at the same prices offered to other purchasers and vendors of VerifyMe Products for similar quantities and specifications of VerifyMe Products.

(e)Acknowledgements. Company acknowledges and agrees that Agent intends to expend significant resources in promoting the VerifyMe Products and Agent is foregoing the opportunity to source products that are similar to the VerifyMe Products in exchange for the terms of and conditions of this Agreement.

2.Agent’s Obligations. Compliance. Agent will comply with all applicable requirements of federal, state, foreign and local laws, ordinances, and administrative rules and regulations relating to Agent’s performance of its obligations under this Agreement.

(a)Marketing Materials. Agent will not use any employees of the Company or materials referencing the Company or the VerifyMe Products that have not been approved in advance by the Company.

(b)Conduct. Agent will not use deceptive, illegal, misleading or unethical practices and will not make any false or misleading representations with regard to the VerifyMe Products or Company.

3.Company’s Obligations:

(a)Pricing. Company will provide the VerifyMe Products to Agent for the prices set forth on Schedule A attached hereto. Company reserves the right to modify the prices set forth on Schedule A on not less than thirty (30) days prior written notice to Agent, subject to Section 1(d) above.

(b)Order Processing. Company will review all orders for VerifyMe Products submitted by Agent. Company reserves the right to reject, for any or no reason, any Client order solicited by Agent.

(c)Order Cancellation for Cause. Company may cancel an order for VerifyMe Products by Agent, or any Customer or Client of Agent, without cause.

For purposes of this provision, the term “cause” shall mean (i) the reasonable unavailability of any VerifyMe Products for sale in the Territory, or (ii) Agent’s failure to pay any outstanding fees due and payable to VerifyMe, or (iii) any ‘force majeure’ event not within a Party’s reasonable control, including: (1) acts of God, flood, drought, earthquake or other natural disaster; (2) epidemic or pandemic; (3) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (4) nuclear, chemical or biological contamination, or sonic boom; (5) any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition; (6) any labor or trade dispute, strikes, industrial action or lockouts; and (7) non-performance by suppliers or subcontractors.

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(d)Payments.

(i)In the event Agent makes a resale of a VerifyMe Product to a Client, Agent shall make prompt payment of Agent’s Price for such products set forth on Schedule A to Company.

(ii)In the event Agent facilitates a direct sale of a VerifyMe Product to a Client or any client or customer of Company (each a “Purchaser”), Company agrees to pay Agent a commission of fifteen percent (15%) of revenue received by Company from such direct sale.

(iii)All payments to be made pursuant to this provision shall become payable to Agent or Company when the subject funds are actually received by the payor.

(e)Continuing Relationships. If this Agreement is terminated other than for Agent’s breach, all commissions due to Agent pursuant to Section 3(d)(ii) above for orders placed after the date of termination of this Agreement shall be paid for a period of ten (10) years after the termination date of this Agreement or for the term of the Client or Customer relationship with Company, whichever is shorter.

(f)Referrals. Notwithstanding the non-exclusive nature of the Appointment, Company agrees to forward all unsolicited inquiries and sales leads received by Company for PPE products and PPE-related applications for VerifyMe Products throughout the Territory to Agent.

(g)Conduct. Company will not use deceptive, illegal, misleading or unethical practices and will not make any false or misleading representations with regard to the VerifyMe Products or Company.

(h)Compliance. Company will comply with all applicable requirements of federal, state and local laws, ordinances, administrative rules and regulations relating to Company’s performance of its obligations under this Agreement.

4.Independent Contractor. The relationship between Company and Agent under this Agreement is, and will at all times remain, one of independent contractors and not that of employer and employee, franchisor and franchisee, or joint venturers. This Agreement does not establish Agent as Company’s representative or agent for any purposes other than to solicit and make sales of the VerifyMe Products as provided for herein. Agent is not authorized to make contracts in Company’s name or to transact any business in the name of Company, or to assume or create any obligation or responsibility binding on Company in any manner whatsoever.

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5.Confidentiality.

(a)Definition. As used in this Agreement, “Confidential Information” shall mean and include, but not be limited to, any information, data, trade secrets, both under applicable statute and common law, patent applications, reports, analyses, memos, notes, business plans, processes, concepts, methods, formulae, techniques, designs, specifications, printed materials, logos, drawings, ideas, discoveries, documentation, diagrams, research, development, procedures, know-how, new products, marketing techniques, marketing materials and plans, operations, timetables, strategies and development plans, prospective trade names or trademarks, strategic partner and customer names, identities of manufacturing facilities, contract arrangements and other information related to operational execution, market positioning and financial information, programs, works in process, technical knowledge, pricing, sales and marketing strategies, research and development activities, financial affairs, data and information systems, vendors, suppliers, orders, employees, consultants, email and mobile telephone numbers of employees and consultants, current or future business agreement prospects, relationships, strategies and goals and any other private or confidential matters not generally available to the public or other proprietary materials provided or made available to the receiving Party, in whatever form (e.g., written oral, recorded or electronic) and by whatever mode (e.g., Company presentation, demonstration, meeting, interview, telephone conference or call, e-mail, etc.) in which it is communicated, recorded or maintained, that contains or otherwise reflects information concerning the disclosing Party and its business.

(b)Third-Party Information. The term “Confidential Information” also includes data that relates to or is associated with any client or customer of a Party, including, but not limited to, identifying information that is either provided to a receiving Party by or at the direction of the disclosing Party, or received, stored, or processed by either Party as part of the Services (“Third-Party Information”).

(c)Duration of Confidentiality. Each Party shall, during the term of this Agreement and for a period of three (3) years after the termination hereof, protect the unauthorized use or distribution of Confidential Information and shall use at least the same degree of care to prevent the disclosure of Confidential Information as each Party uses to protect its own Confidential Information. Each Party agrees not to disclose or permit any third-party access to the Confidential Information, except as such disclosure or access is necessary to perform the Services and only then if the recipient of such Confidential Information is bound by confidentiality obligations at least as protective as those contained herein.

(d)No Reverse Engineering. Agent shall not decompile, disassemble, or reverse engineer the VerifyMe Products.

(e)Intellectual Property Ownership. Company owns and shall continue to own, all right, title and interest in and to the VerifyMe Products and related intellectual property.

(f)Lead Lists. Each Party agrees that it will not compile, use, sell, or otherwise distribute any lists containing Third-Party Information that belong to or originate with the other Party other than as expressly permitted in this Agreement.

(g)Safeguards. Each Party represents and warrants to the other Party that it shall use such administrative, physical, and technical safeguards as reasonably practical to preserve the integrity, confidentiality, and availability of all Third-Party Information that is collected, received, transmitted, stored, used and disclosed by each Party.

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(h)Notice of Misuse. Each Party shall immediately notify the other Party in writing of all circumstances surrounding any possession, use, or knowledge of Third-Party Information by any person other than those authorized under this Agreement. If either Party discovers a security breach that impacts any Third-Party Information or results in unauthorized third-party disclosure or access to Third-Party Information, such discovering Party agrees to immediately notify the other Party of such breach and shall provide reasonable assistance to and will cooperate with the other Party in investigating the breach, including, but not limited to, providing the other Party with the following information in writing: (i) identification of each client or customer who is the subject of information that has been, or is reasonably believed by the discovering Party to have been accessed, acquired, or disclosed; (ii) a brief description of the events surrounding said breach; (iii) the date of the suspected breach; (iv) the date that the discovering Party discovered the breach; (v) the type of information involved; and (vi) any preliminary steps taken to mitigate the damage.

(i)Return or Destruction. Upon termination of this Agreement, each Party will cease all use of the Confidential Information of the other Party and immediately either return or destroy any and all Confidential Information in its possession. Each Party shall certify such destruction upon written request from the other Party.

6.Term and Termination. Except as expressly set forth elsewhere herein, the term of this Agreement and the Appointment of Agent hereunder shall commence on the Effective Date and continue until either Party terminates this Agreement at any time upon thirty (30) days’ prior written notice to the other Party. Notwithstanding the foregoing, each Party shall have the right to terminate this Agreement upon written notice to the other Party with immediate effect, in the event that the non-terminating Party has intentionally, or in a willful, wanton, or reckless manner, (a) made any false representation, report, or claim relative to this Agreement, the other Party, or the VerifyMe Products, or (b) engaged in any deceptive trade practices.

Upon termination of this Agreement, each Party shall immediately: (i) discontinue any and all uses of Third-Party Information and Confidential Information of the other Party; (ii) return or destroy any and all Third-Party Information and other Confidential Information of the other Party in its possession or under its control; and (iii) cease representation, in any manner, as a representative of the other Party. In the event of such termination, each Party shall make all payments due to the other Party for any outstanding transactions arising prior to the termination date.

7.Method of Provision of Services. Agent shall be solely responsible for determining the method, details, and means of performing the Services.

8.Non-Solicitation. Each Party agrees that for a period of two (2) years after the termination of this Agreement, such Party shall not employ, solicit the termination of employment of, or attempt to employ or divert any employee of the other Party or any of its subsidiaries or affiliates.

9.Withholding; Indemnification. Each Party shall have full responsibility for its compliance with all applicable labor and employment requirements with respect to its self-employment, sole proprietorship or other form of business organization, including state worker’s compensation insurance coverage requirements and any immigration visa requirements. Each Party agrees to indemnify, defend and hold the other Party harmless from any liability for, or assessment of, any claims or penalties with respect to such withholding taxes, labor or employment requirements.

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10.Non-Compete. Agent represents and warrants that it does not presently perform and will not perform, during the term of this Agreement and for one (1) year thereafter, consulting or other services for, or engage in or intend to engage in an employment relationship with, companies whose businesses or proposed businesses in any way involve products or services which would be competitive with the Company’s products or services, or those products or services proposed or in development by the Company. Company and Agent agree that if Company terminates this Agreement for convenience pursuant to Section 6, Agent’s obligations under this Section 10 shall terminate and shall be of no further force and effect; and if Agent terminates this Agreement for Convenience pursuant to Section 6, Agent’s obligations under this Section 10 shall continue in full force and effect.

11.Indemnification. Agent shall, at all times, defend, indemnify and hold harmless Company, its officers, directors, successors, and assigns (collectively, “Company Indemnified Parties”) from and against and shall pay and reimburse Company Indemnified Parties for, any and all liabilities, obligations, losses, damages, out-of-pocket costs or expenses arising out of or relating to claims of third parties with respect to (a) any alleged act or omission of Agent in the performance of its obligations under this Agreement, including but not limited to, the Services, (b) Agent’s failure to comply with applicable laws, (c) Agent’s breach of its representations and warranties made in this Agreement; and (d) Agent’s gross negligence or willful misconduct.

Company shall, at all times, defend, indemnify and hold harmless Agent, its officers, directors, affiliates, successors and assigns (collectively, “Agent Indemnified Parties”) from and against and shall pay and reimburse Agent Indemnified Parties for, any and all liabilities, obligations, losses, damages, out-of-pocket costs or expenses arising out of or relating to claims of third parties with respect to (a) any alleged act or omission of Company in the performance of its obligations under this Agreement, (b) Company’s failure to comply with applicable laws, (c) Company’s breach of its representations and warranties made in this Agreement; and (d) Company’s gross negligence or willful misconduct.

15.Conflicts with this Agreement. Each Party represents and warrants to the other Party that it is not under any pre-existing obligation in conflict or in any way inconsistent with the provisions of this Agreement. Each Party represents and warrants that its performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by such Party in confidence or in trust prior to commencement of this Agreement. Each Party warrants that it has the right to disclose and/or use all ideas, processes, techniques and other information, if any, which it has gained from third parties, and which it discloses to the other Party or uses in the course of performance of this Agreement, without liability to such third parties. Notwithstanding the foregoing, each Party agrees that it shall not bundle with or incorporate into any deliverables provided to the other Party herewith any third-party products, ideas, processes, or other techniques, without the express, written prior approval of the other Party. Each Party represents and warrants that it has not granted and will not grant any rights or licenses to any intellectual property or technology that would conflict with its obligations under this Agreement. Neither Party will knowingly infringe upon any copyright, patent, trade secret or other property right of any former client, employer, or third party in connection with this Agreement. Each Party represents and warrants that the other Party is free to use, without restriction, whatever advice and assistance is provided by it in connection with this Agreement.

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16.Ownership of VerifyMe Work Product. Agent agrees that the VerifyMe Products and all inventions, data, works, discoveries, designs, technology and improvements (whether or not protectable by a patent or a copyright) (“Inventions”) related to the business of the Company, which are conceived of, made, reduced to practice, created, written, designed or developed, authored or made by Agent, alone or in combination with others, which (i) are created or generated during the performance of the Services, (ii) which arise under or relate to this Agreement or the Services (whether performed by the Agent or by the Company using Agent’s facilities), or (iii) which result from the Company Confidential Information, shall be the sole and exclusive property of the Company. The Inventions are to be promptly reported to the Company but otherwise maintained in confidence by Agent. All works authored by the Agent in connection with the Agent’s performance of the Services under this Agreement shall be deemed “works made for hire”. Agent hereby assigns to the Company all Inventions and any and all related patents, copyrights, trademarks, trade names, and other industrial and intellectual property rights and applications therefor, and appoints any officer of the Company as its duly authorized agent to execute, file, prosecute and protect the same before any government agency, court or authority. Agent agrees to cooperate fully with the Company and its nominees to obtain patents or register copyrights or trademarks in any and all countries for these Inventions, and to execute all papers for use in applying for and obtaining such protection thereon as the Company may desire, together with assignments thereof to confirm the Company’s ownership thereof, all at the Company’s expense. Notwithstanding the foregoing, the Company shall have no ownership interests in the PPE.

17.Audit Rights. Each Party shall have the right to audit the books and records of the other Party solely relating to this Agreement upon reasonable notice and at its expense, not more frequently than once annually during the term of the Agreement and for a period of two (2) years thereafter. Each Party shall maintain during the term and for a period of two (2) years thereafter, all books, records, accounts, and technical materials regarding its activities in connection herewith sufficient to determine and confirm all amounts payable to the other Party and compliance with all other material obligations hereunder. The audited Party shall pay any unpaid delinquent amounts within ten (10) days of the other Party’s request. To the extent such examination discloses an underpayment of the greater of (a) 5% of the fees payable for the period of the audit; or (b) $15,000, the audited Party shall fully reimburse the other Party, promptly upon demand, for the reasonable fees and disbursements due the auditor for such audit; provided that such prompt payment shall not be in lieu of any other remedies or rights available to such other Party hereunder. If an audit reveals an overpayment, the auditing Party shall promptly notify the other Party and shall pay the amount of any such overpayment to the other Party within ten (10) days thereafter. All information obtained, reviewed or generated as a result of the exercise of these audit rights by a Party shall be deemed to be Confidential Information and shall be subject to the confidentiality obligations contained in Section 5 of this Agreement.

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18.Foreign Corrupt Practices Act. Neither Party nor any of the its directors, officers, employees or agents has violated and each Party and its directors, officers, employees and agents agree that it will not violate, the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”) or any other applicable anti-bribery or anti-corruption law. Without limiting the generality of the foregoing, neither Party nor any of its directors, officers, employees or agents has, directly or indirectly, made, offered, promised or authorized any payment or gift of any money or anything of value to or for the benefit of any “foreign official” (as such term is defined in the FCPA), foreign political party or official thereof or candidate for foreign political office for the purpose of (i) influencing any official act or decision of such official, party or candidate, (ii) inducing such official, party or candidate to use his, her or its influence to affect any act or decision of a foreign governmental authority, or (iii) securing any improper advantage, in the case of (i), (ii) and (iii) above in order to assist the other Party or any of its affiliates in obtaining or retaining business for or with, or directing business to, any person. Neither Party nor any of its directors, officers, employees or agents have made or authorized any bribe, rebate, payoff, influence payment, kickback or other unlawful payment of funds or received or retained any funds in violation of any law, rule or regulation. Each Party further represents that it has maintained, and has caused each of its subsidiaries and affiliates to maintain, systems of internal controls (including, but not limited to, accounting systems, purchasing systems and billing systems) and written policies to ensure compliance with the FCPA and all other applicable anti-bribery or anti-corruption laws, and to ensure that all books and records of such Party accurately and fairly reflect, in reasonable detail, all transactions and dispositions of funds and assets. Neither Party nor any of its officers, directors or employees is the subject of any allegation, voluntary disclosure, investigation, prosecution or other enforcement action related to the FCPA or any other anti-bribery or anti-corruption law. Each Party hereby represents and warrants that it will, and will cause its directors, officers, employees and agents to, comply with the requirements of the FCPA as set forth above.

19.Miscellaneous.

(a)Governing Law. The validity, interpretation, construction and performance of this Agreement, and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the state of New York, without giving effect to principles of conflicts of law.

(b)Equitable Relief. Each Party agrees that any violation of this Agreement Agent may cause the other Party irreparable harm for which remedies other than equitable relief may be inadequate. Accordingly, each Party shall have the right to enforce any provision of this Agreement by injunction, specific performance or other equitable relief without prejudice to other rights and remedies that the Party may have for breach of this Agreement by the other Party and without the necessity of posting a bond.

(c)Entire Agreement. This Agreement and Schedule A set forth the entire agreement and understanding of the Parties relating to the subject matter herein and supersedes all prior or contemporaneous discussions, understandings and agreements, whether oral or written, between them relating to the subject matter hereof.

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(d)Amendments and Waivers. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the Parties. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance.

(e)Successors and Assigns. Except as otherwise provided in this Agreement, this Agreement, and the rights and obligations of the Parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators, and legal representatives. Neither Party may assign, any of its rights and obligations under this Agreement, except with the prior written consent of the other Party, except that either Party may (without consent) assign its rights and obligations hereunder to any of its affiliates or to any successor to all or substantially all of its business (by sale of equity or assets, merger, consolidation or otherwise).

(f)Notices. Any notice, demand, or request required or permitted to be given under this Agreement shall be in writing and shall be deemed sufficient when delivered personally or by overnight courier addressed to the Party to be notified at such Party’s address as set forth at the beginning of this Agreement or as subsequently modified by written notice.

(g)No Waiver. This Agreement may not be altered, modified, or amended in any way except in writing signed by both Parties. The failure of a Party to enforce any provision of this Agreement shall not be construed to be a waiver of the right of such Party to thereafter enforce that provision or any other provision or right.

(h)Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.

(i)Construction. This Agreement is the result of negotiations between and has been reviewed by each of the Parties hereto and their respective counsel, if any; accordingly, this Agreement shall be deemed to be the product of all of the Parties hereto, and no ambiguity shall be construed in favor of or against any one of the Parties hereto.

(j)Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all of which together shall constitute one and the same agreement. Execution of a facsimile or pdf copy will have the same force and effect as execution of an original, and a facsimile or pdf signature will be deemed an original and valid signature.

[Signature Page Follows]

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The Parties have executed this Agreement as of the Effective Date.

VERIFYME, INC.
By:	/s/ Patrick White
Name:	Patrick White
Title:	CEO

RENAVOTIO, INC.
By:	/s/ William Robinson
Name:	William Robinson
Title:	CEO

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