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

Date of Report (Date of earliest event reported): September 30, 2020 (August 1, 2020)

NEWBRIDGE GLOBAL VENTURES, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	0-11730	84-1089377
(State or other jurisdiction of incorporation)	Commission File Number	(I.R.S. Employer Identification number)

1 Hawthorne Street, Suite 24A

San Francisco, CA 94105

(Address of Principal Executive Offices)

415-577-1681

(Registrant’s Telephone Number, Including Area Code)

825 East 800 North

Orem, Utah 84097

(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:

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

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

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

o  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.  

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).  ☒ 

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.  

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Item 1.01 Entry into a Material Definitive Agreement

On September 28, 2020, NewBridge Global Ventures, a Delaware corporation (the “Company”) entered into an employment agreement (the “Dalton Employment Agreement”) with Lance Dalton (“Mr. Dalton”) where Mr. Dalton agreed to serve as the President (“President”) of the Company effective as of August 1, 2020 until July 31, 2021 unless terminated earlier. Pursuant to the Dalton Employment Agreement, Mr. Dalton shall receive $1.00 as his annual base salary and shall receive reimbursements for any business-related expenses.  

On August 25, 2020, GoFund, LLC (“GoFund”) and the Company entered into a settlement and mutual release agreement (“GoFund Settlement”), pursuant to which the Company agreed to issue and GoFund agreed to accept, as a full payment of $1,435,000 owed by the Company to GoFund as of August 26, 2020, one (1) share of series A preferred stock (“Series A Preferred Stock”) with such rights and preferences as set forth in the certificate of designation as described below. Upon the Company’s issuance of one share of Series A Preferred Stock to GoFund, GoFund and the Company shall release and hold each other harmless for any claims or damages related to or arising out of this settlement agreement. Mr. Dalton was the managing member of GoFund at the time of the GoFund Settlement.

On August 31, 2020, the Company and Mr. Bourdon entered into a settlement and mutual release agreement (“Bourdon Settlement”), pursuant to which the Company agreed to issue and Mr. Bourdon agreed to accept, 5,000,000 shares of Common Stock as full payment for accrued but unpaid salary as of August 26, 2020 in the amount of $199,315 owed to Mr. Bourdon. Upon issuance of such 5,000,000 shares of Common Stock to Mr. Bourdon, Mr. Bourdon and the Company shall release and hold each other harmless for any claims or damages related to or arising out of this settlement agreement.

On August 1, 2020, the Company entered into an advisor agreement (the “Advisor Agreement”) with Christopher H. Bourdon (“Mr. Bourdon”) pursuant to which Mr. Bourdon agreed to act as an advisor to the President of the Company until terminated with five-day advance notice by either the Company or Mr. Bourdon. In accordance with the Advisor Agreement, Mr. Bourdon is entitled to receive 5,000,000 shares of the Company’s common stock (the “Common Stock”), which shall vest and be issued to him on a monthly basis over one year in equal amounts; provided that  all of the unvested award shares would vest upon the closing of the sale of the Company.

On September 28, 2020, the Company entered into an employment agreement (the “Farr Agreement”) with Everett Farr (“Mr. Farr”), the primary stockholder of AFAB, pursuant to which Mr. Farr agreed to act as the SVP Engineering of the Company effective as of August 1, 2020 until July 31, 2021 unless terminated earlier. Pursuant to the Farr Agreement, Mr. Farr shall receive $1.00 as his annual base salary and shall receive reimbursements for any business-related expenses. The Company deems the position of SVP Engineering to be an Executive Officer position.

On August 1, 2020, AFAB Industrial Service Inc. (“AFAB”), a Delaware corporation, and the Company entered into an asset purchase agreement (the “APA”), pursuant to which AFAB sold all of its right, title and interest in certain  assets (listed in the Disclosure Schedules attached in the APA) in consideration for one (1) share of the Company’s newly created Series A Preferred Stock and the Company’s assumption of certain liabilities and obligations as listed in the APA. Everett Farr is the president of AFAB.

On September 28, 2020, the Company and Mr. Magallanes entered into a settlement and mutual release agreement (“Magallanes Settlement”), effective as of August 31, 2020, pursuant to which the Company agreed to issue and Mr. Magallanes agreed to accept, 7,500,000 shares of Common Stock as full payment for accrued but unpaid salary as of August 31, 2020 in the amount of $80,000 owed to Mr. Magallanes. Upon issuance of such 7,500,000 shares of Common Stock to Mr. Magallanes, Mr. Magallanes and the Company shall release and hold each other harmless for any claims or damages related to or arising out of this settlement agreement.

On August 1, 2020, the Company entered into an employment agreement (the “Magallanes Employment Agreement”) with Jesse Magallanes (“Mr. Magallanes”), pursuant to which Mr. Magallanes agreed to serve as the Chief Operating Officer (“COO”) of the Company effective immediately until July 31, 2021 unless terminated earlier. In accordance with the Magallanes Employment Agreement, the Company agreed to pay Mr. Magallanes a monthly base salary of $10,000 from the earlier of: (i) the event of a Qualified Financing or (ii) the Board of

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Directors determines that the Company is generating sufficient revenues to support the payment of the base salary, a determination which shall not be unreasonably withheld. . Pursuant to the Magallanes Employment Agreement, Mr. Magallanes will be entitled to a bonus of $25,000 upon the successful closing of a Qualified Financing, which refers to any  third party financing in the aggregate amount of no less than Two Million Five Hundred Thousand Dollars ($2.500.000). The Company deems Mr. Magallanes to be an Executive Officer. Mr. Magallanes is the step-son of Lance Dalton.

On August 31, 2020, the Company and Innovative Separations, LLC (“Innovative Separations”) entered into an assignment and assumption of membership interests (the “Membership Assignment Agreement”), pursuant to which Innovative Separations assigned and transferred its 50% of membership interest in Innovative Separations NB, LLC to the Company for consideration of 1,500,000 shares of the Company’s Common Stock.  

On September 1, 2020, the Company entered into an employment agreement (the “Brown Employment Agreement”) with Brent Brown (“Mr. Brown”), pursuant to which Mr. Brown agreed to serve as the Controller of the Company effective immediately until August 30, 2021 unless terminated earlier. In accordance with the Brown Employment Agreement, the Company agreed to pay Mr. Brown a monthly base salary of $7,000 from the earlier of: (i) the event of the initial Qualified Financing or (ii) the Board of Directors determines that the Company is generating sufficient revenues to support the payment of the base salary, a determination which shall not be unreasonably withheld. In addition, the Brown Employment Agreement provides that Mr. Brown would be granted 1,000,000 shares of the Company’s Common Stock, 25% of which shall vest upon the closing of the initial financing and all of the unvested shares shall vest at the first anniversary of the Brown Employment Agreement. Pursuant to the Brown Employment Agreement, Mr. Brown will receive a bonus of $10,000 upon the successful closing of the initial Qualified Financing and also may be eligible for a bonus of a certain targeted amount based on achievement of certain bonus objectives specific to Mr. Brown’s role.

On September 1, 2020, Rob Summers (“Mr. Summers”) and the Company entered into an interim services agreement (the “Summers Agreement”), pursuant to which Mr. Summers agreed to provide accounting and financial reporting services to the Company in order to assist the Company to fulfill its reporting obligations under the U.S. securities laws. The Summers Agreement has the minimum term of one year and may be terminated with written notice by either party. In accordance with the Summers Agreement, the Company agreed to pay Mr. Summers a fee of 1,000,000 shares of the Company’s Common Stock for his services.  In addition, the Summers Agreement provides that the Company shall pay Mr. Summers a bonus of $50,000 upon the successful closing of the initial Qualified Financing.  

The foregoing description of various agreements are not and do not purport to be complete, and is qualified in its entirety by reference to these agreements attached as Exhibits 10.1- 10.11 listed in the Exhibit Index. The foregoing description of the COD for Series A Preferred Stock is not purported to be complete and is qualified in its entirety by reference to the COD attached herein as Exhibit 3.1.

Item 3.02 Unregistered Sales of Equity Securities

The information furnished in Item 1.01 herein is hereby incorporated by reference into this Item 3.02.

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

On August 28, 2020, the Board of Directors (the “Board”) of the Company appointed Mr. Dalton as the President and a member of the Board, effective immediately. Mr. Lance Dalton, 56, has served as a consultant and advisor to the Company and Board since June 2018. He has also served as a managing member of GoFund, a private equity and advisory firm he founded in March of 2018. Previously, Mr. Dalton served as a primary investor, advisor, and founder to a number of successful growth companies including, Freetrade by Ameritrade, Taser International and most recently ZAGG Inc. (NASDAQ symbol: “ZAGG”). Mr. Dalton holds a Bachelor of Arts degree from San Diego State University.

The Board appointed Mr. Jesse Magallanes as the COO of the Company. Mr. Jesse Magallanes, 36, served as a senior consultant at IBM Global Business Services from 2015 to 2019. Prior to that, Mr. Magallanes was an

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overhaul and repair supervisor and business coordinator at Precision Engine Controls from 2011 to 2013. Mr. Magallanes earned a Bachelor of Science degree from University of California, San Diego and an MBA from University of Southern California, Marshall School of Business.

The Board appointed Everett Farr as the SVP Engineering of the Company. Mr. Farr, 63, is a Pennsylvania-based entrepreneur. An engineer by trade, he is a manufacturer of chemicals, plastics, dietary supplements, pharmaceutical intermediaries, food, and machinery. Mr. Farr owns facilities in Oregon, Washington, Pennsylvania, and China. Everett’s facilities in Oregon grow, process, and test hemp for the production of CBD. Along with his activities with the Company, Mr. Farr is also the chief engineer at a joint venture entity with the Chinese government in Jilin Providence to grow and process CBD from industrial hemp. Mr. Farr earned his degrees in Engineering and Business from Drexel University.

On August 28, 2020, the Board approved and ratified the appointment of Robert Szwajkos as a member to the Board, effective as of February 28, 2020. Mr. Szwajkos, 72, is a partner with Curtin & Heefner LLP, Bucks County, Pennsylvania, in private practice, with an emphasis in commercial law, including creditors’ rights, bankruptcy, business transactions, real estate, and commercial litigation. He has represented major international companies before judicial tribunals throughout the United States, Australia, Canada, England, India, and Italy. He served as the Court Administrator of the U.S. Bankruptcy Court, Eastern District of Pennsylvania at the time of the adoption of the new Bankruptcy Code and has served on the Local Rules Committee for more than 40 years. Mr. Szwajkos has the highest Martindale Hubble Attorney Rating in ethics and competency only attained by 1% of all attorneys nationally. Robert Szwaikos is also appointed as the Corporate Secretary.

The information furnished in Item 1.01 herein is hereby incorporated by reference into this Item 5.02.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 17, 2020, the Company filed a certificate of designation (the “COD”) of Series A Preferred Stock with the Secretary of State of the State of Delaware, which sets forth, among other things, the designation, amounts, dividends, voting rights, liquidation preference, and conversion of the Series A Preferred Stock. The COD provides that there are two (2) shares of preferred stock designated as Series A Preferred Stock and the number of authorized Series A Preferred Stock shall not increase without the consent of the majority interest of outstanding Series A Preferred Stock. Each holder of Series A Preferred Stock shall be entitled to the votes equal to the number of votes equal to  the amount of shares of Common Stock its Series A Preferred Stock is convertible into. On the date when the Company’s authorized shares of Common Stock increases so that it is sufficient to issue shares of Common Stock upon conversion of the Series A preferred Stock, each share of outstanding Series A Preferred Stock shall automatically be converted into an amount of shares of Common Stock equal to 25% of the total outstanding shares of Common Stock as of the date of conversion.    

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Item 9.01.  Financial Statements and Exhibits.

(d)         Exhibits

The exhibits listed below are furnished as Exhibits to this Current Report on Form 8-K.

Exhibit No.	Description
3.1	Certificate of Designation for Series A Preferred Stock filed on September 17, 2020
10.1	Dalton Employment Agreement between the Company and Mr. Dalton dated September 28, 2020
10.2	GoFund Settlement between the Company and GoFund, LLC dated August 25, 2020
10.3	Advisor Agreement between the Company and Mr. Bourdon dated August 1, 2020
10.4	Bourdon Settlement Agreement between the Company and Mr. Bourdon dated August 31, 2020
10.5	APA between AFAB Industrial Service Inc. and the Company dated as of August 1, 2020
10.6	Farr Agreement between the Company and Mr. Farr dated September 28, 2020
10.7	Magallanes Employment Agreement between the Company and Mr. Magallanes dated August 1, 2020
10.8	Magallanes Settlement between the Company and Mr. Magallanes dated August 1, 2020
10.9	Brown Employment Agreement between the Company and Mr. Brown dated September 1, 2020
10.10	Membership Assignment Agreement between the Company and Innovative Separations, LLC dated August 31, 2020
10.11	Summers Agreement between the Company and Mr. Summers dated September 1, 2020

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 thereunto duly authorized.

	NewBridge Global Ventures, Inc. (Registrant)
Dated: September 30, 2020		By:	/s/ Lance Dalton
			Name:   Lance Dalton Title:     President

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EX-3.1

Delaware

The First State

Page 1

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF DESIGNATION OF “NEWBRIDGE GLOBAL VENTURES, INC.”, FILED IN THIS OFFICE ON THE SIXTEENTH DAY OF SEPTEMBER, A.D. 2020, AT 3:18 O`CLOCK P.M.

 

 

NEWBRIDGE GLOBAL VENTURES, INC.

CERTIFICATE OF DESIGNATION

SERIES A CONVERTIBLE PREFFERED STOCK-NBGV

The undersigned, Lance Dalton does hereby certify that:

1.He is the Chief Executive Officer of Newbridge Global Ventures, Inc., a Delaware corporation (the "Corporation"). 

2.The Corporation is authorized to issue 400,000 shares of preferred stock, par value $0.0001 per share; 

3.The following resolutions were duly adopted by the board of directors of the Corporation (the"Board of Directors"): 

WHEREAS, the articles of incorporation of the Corporation provides for a class of its authorized stock known as preferred stock, consisting of 400,000 shares, $0.0001 par value per share, issuable from time to time in one or more series;

WHEREAS, the Board of Directors is authorized to fix the dividend rights, dividend rate, voting rights, conversion rights, rights and terms of redemption and liquidation preferences of any wholly unissued series of preferred stock and the number of shares constituting any series and the designation thereof, of any of them; and

WHEREAS, it is the desire of the Board of Directors, pursuant to its authority as aforesaid, to fix the rights, preferences, restrictions and other matters relating to a series of the preferred stock, which shall consist of two(2) shares of the preferred stock which the Corporation has the authority to issue and which shall be designated as Series A Convertible Preferred Stock, as follows:

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors does hereby provide for the issuance of a series of preferred stock for cash or exchange of other securities, rights or property and does hereby fix and determine the rights, preferences, restrictions and other matters relating to such series of preferred stock as follows:

SERIES A CONVERTIBLE PREFERRED STOCK

Section 1. Designation, Amount and Par Value. The series of preferred stock shall be designated as Series A Convertible Preferred Stock and the number of shares so designated shall be two (2) shares(which shall not be subject to increase without the written consent of holders of a majority in interest of the Series A convertible Preferred Stock then outstanding (each, a "Holder"and collectively, the "Holders")).

Section 2. Dividends. Holders shall be entitled to receive Dividends of the Corporation when and if a form of dividends are actually paid on shares of the common stock of the Corporation par value $0.0001 (the "CommonStock"). Dividends, in such event, would be payable on an as converted basis.

Section 3. Voting Rights. On any matter presented to the stockholders of the Corporation for their action or consideration at any meeting of stockholders of the Corporation (or by written consent of stockholders in lieu of meeting), each Holder of outstanding shares of Series A Convertible Preferred Stock shall be entitled to cast the number of votes equal to the number of whole shares of Common Stock into which the shares of Series A Convertible Preferred Stock held by such Holder are convertible as of the record date for determining stockholders entitled to vote on such matter. Except as provided by law or by the other provisions of the Corporation's Articles oflncorporation, as amended, Holders of Series A Convertible Preferred Stock shall vote together with the holders of Common Stock as a single class.

Section 4. Liquidation. Upon any liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary (a "Liquidation"), the Holders of the Series A Convertible Preferred Stock shall not be entitled to receive any assets of the Corporation, and the Series A Convertible Preferred Stock shall rank junior to all other capital stock of the Corporation.

Section 5. Conversion.

(a)Mandatory Conversion. On the Charter Amendment Date (as defined below), each outstanding share of Series A Convertible Preferred Stock shall automatically be converted into an amount of shares of Common Stock equal to 25% of the total outstanding shares of Common Stock on the Charter Amendment Date. "Charter Amendment Date" means the date on which an amendment to the Corporation's Articles of Incorporation, as amended, to increase the Corporation's authorized shares of Common Stock to 200,000,000 shares has been filed with the Secretary of State of the State of Nevada. Except for the conversion of the Preferred Stock on the Charter Amendment date, the Holders shall have no optional conversion right. 

(c)Mechanics of Conversion 

(ii)Obligation Absolute. The Corporation's obligation to issue and deliver the shares of Common Stock upon conversion of the Series a Convertible Preferred Stock (the "Conversion Shares") in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by such Holder or any other Person of any obligation to the Corporation or any violation or alleged violation of law by such Holder or any other person, and irrespective of any other circumstance which might otherwise limit such obligation of the Corporation to such Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by the Corporation of any such action that the Corporation may have against such Holder. 

(iii)Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of the Series a Convertible Preferred Stock. As to any fraction of a share which the Holder would otherwise be entitled to upon such conversion, the Corporation shall at its election, either pay a cash adjustment in respect of such final fraction or round up to the next whole share. 

(iv)Transfer Taxes and Expenses. The issuance of Conversion Shares on conversion of this Series a Convertible Preferred Stock shall be made without charge to any Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such Conversion Shares, provided that the Corporation shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such Conversion Shares upon conversion in a name other than that of the Holders of such shares of Series A Convertible Preferred Stock and the Corporation shall not be required to issue or deliver such Conversion Shares unless or until the person or persons requesting the issuance thereof shall have paid to the Corporation the amount of such tax or shall have established to the satisfaction of the Corporation that such tax has been paid. 

Section 6. Miscellaneous.

(a)Notices. Any and all notices or other communications or deliveries to be provided by the Holders hereunder, shall be in writing and delivered personally, by facsimile or email, or sent by a nationally recognized overnight courier service, addressed to the Corporation, at its principal offices Attention: Chief Financial Officer. Any and all notices or other communications or deliveries to be provided by the Corporation hereunder shall be in writing and delivered personally, by facsimile or email, or sent by a nationally recognized overnight courier service addressed to each Holder at the facsimile number, email address or address of such Holder appearing on the books of the Corporation. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number or via email at the email address set forth in this Section prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at 

the facsimile number or via email at the email address set forth in this Section on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given.

(b)Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Certificate of Designation shall be governed by and construed and enforced in accordance with the internal laws of the State of Nevada, without regard to the principles of conflict oflaws thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of the transactions contemplated hereby (whether brought against a party hereto or its respective Affiliates, directors, officers, shareholders, employees or agents) shall be commenced in the courts of the State of Nevada (the "Courts"). The Corporation and each Holder hereby irrevocably submits to the exclusive jurisdiction of the Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such Courts, or such Courts are improper or inconvenient venue for such proceeding. The Corporation and each Holder hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding 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 Certificate of Designation 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 applicable law. The Corporation and each Holder hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Certificate of Designation or the transactions contemplated hereby. If any party shall commence an action or proceeding to enforce any provisions of this Certificate of Designation, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys' fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding. 

(c)Waiver. Any waiver by the Corporation or a Holder of a breach of any provision of this Certificate of Designation shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Certificate of Designation or a waiver by any other Holders. The failure of the Corporation or a Holder to insist upon strict adherence to any term of this Certificate of Designation on one or more occasions shall not be considered a waiver or deprive that party (or any other Holder) of the right thereafter to insist upon strict adherence to that term or any other term of this Certificate of Designation on any other occasion. Any waiver by the Corporation or a Holder must be in writing. 

(d)Severability. If any provision of this Certificate of Designation is invalid, illegal or unenforceable, the balance of this Certificate of Designation shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under applicable law. 

(e)Headings. The headings contained herein are for convenience only, do not constitute a part of this Certificate of Designation and shall not be deemed to limit or affect any of the provisions hereof. 

(f)Status of Converted or Redeemed Series A Convertible Preferred Stock. If any shares of Series A Convertible Preferred Stock shall be converted, redeemed or reacquired by the Corporation, such shares shall resume the status of authorized but unissued shares of preferred stock and shall no longer be designated as Series A Convertible Preferred Stock. 

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RESOLVED, FURTHER, that the Chairman, the Chief Executive Officer, president or any vice­ president, and the secretary or any assistant secretary, of the Corporation be and they hereby are authorized and directed to prepare and file this Certificate of Designation  of  Preferences,  Rights  and  Limitations  in accordance with the foregoing resolution and the provisions of Delaware Jaw.

IN WITNESS WHEREOF, the undersigned have executed this Certificate this 11^th day of September, 2020.

 

EX-10.1

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into effective as of August 1^st, 2020 (the “Effective Date”) between NewBridge Global Ventures, Inc. (the “Company”), and Lance Dalton (“Employee”). In consideration of the mutual covenants herein contained and the continued employment of Employee by Company, the parties agree as follows:

1.Duties and Scope of Employment. 

(a)Positions and Duties. As of the Effective Date, Employee will serve as President and Director of the Company. Employee will render such business and professional services in the performance of his duties, consistent with Employee’s position within the Company and its subsidiaries or affiliates, as shall reasonably be assigned to him by the Company’s Board of Directors (the “Board”). 

(b)Obligations. During the Term (as defined below), Employee will perform such duties faithfully and to the best of Employee’s ability in accordance with all Company rules and policies. Employee will devote Employee’s business efforts and time to the Company as required and notify the Board of any other business activities on a current basis. 

2.Term, Termination, and Severance. This Agreement shall be effective during the period commencing on the Effective Date and terminating on July 31, 2021 (the “Term”); provided that the Term may be extended for successive periods by mutual written agreement within 90 days prior the end of the Term. 

3.Confidentiality, Invention Assignment and Noncompetition Agreement. Upon execution of this Agreement, Employee shall enter into the Confidential and Proprietary Information and Inventions Agreement attached hereto as Exhibit A (the “Confidential Agreement”). 

4.At-Will Employment. Notwithstanding anything to the contrary in this Agreement, the Company and Employee agree that Employee’s employment with the Company is and shall continue to be at-will and may be terminated by either party at any time with or without Cause (as defined below) or notice. Any representation to the contrary is unauthorized and not valid unless in writing and signed by the Company. Nothing in this Agreement shall change the at- will nature of Employee’s employment with the Company. Neither Employee’s job performance nor promotions, bonuses or the like give rise to or in any way serve as the basis for modification, amendment, or extension, by implication or otherwise, of such employment relationship. If Employee’s employment terminates for any reason, Employee shall not be entitled to any payments, benefits, damages, awards or compensation other than (a) as provided by this Agreement or (b) as may otherwise be established under the Company’s then existing employee benefit plans or policies at the time of termination. 

5.Compensation and Benefits. 

(a)Base Salary. During the Term, the Company shall pay Employee as compensation for services rendered under this Agreement, a base salary of $1 annually (the “Base Salary”), as may be increased from time to time by the board of directors, and which will be paid in accordance with the Company’s then prevailing payroll practices and be subject to required tax withholding. 

(b)Expenses. The Company will reimburse Employee for business-related expenses which are approved by the Board and are actually incurred by Employee in the furtherance of or in connection with the performance of Employee’s duties hereunder. All expense reimbursement shall be paid in accordance with the Company’s expense reimbursement policy and prevailing payroll practice as in effect from time to time. 

6.Definitions. For purposes of this Agreement: 

(a)“Cause” means (A) Employee’s material failure to perform his reasonable assigned duties or responsibilities as Employee (other than a failure resulting from the Employee’s Disability (as defined below)) 30 days after notice thereof from the Company describing Employee’s failure to perform such duties or responsibilities in reasonable detail; (B) Employee engaging in any act of dishonesty, fraud or misrepresentation that was or is injurious to the Company or its affiliates; (C) Employee’s violation of any federal or state law or regulation applicable to the business of the Company or its affiliates that was or is injurious to the Company or its affiliates; (D) Employee’s failure to cure any breach of any confidentiality agreement or invention assignment agreement between Employee and the Company (or any affiliate of the Company) within 30 days after notice thereof from the Company describing such breach in reasonable detail; or (E) Employee being convicted of, or entering a plea of nolo contendere to, any felony or committing any act of moral turpitude. 

(b)“Disability” means a determination by an independent medical doctor (selected by the Company and consented to by Employee or his legal representative, which consent will not be unreasonably withheld), after consultation with Employee’s physician and an examination of Employee, that Employee has for sixty (60) consecutive days been disabled in a manner which renders him substantially unable to perform his responsibilities as an Employee of the Company. 

7.Miscellaneous Provisions. 

(a)Assignment. Neither party shall assign or transfer this Agreement without the prior written consent of the other party; provided that the Company may assign or transfer this Agreement to any successor to the Company (whether direct or indirect and whether by purchase, lease, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company’s business or assets and such successor shall assume the Company’s obligations hereunder and agree in writing to perform such obligations. Notwithstanding the foregoing, the terms of this Agreement shall inure to the benefit of, and be enforceable by, the representatives, executors, administrators, successors, heirs, distributees, devisees, legatees and permitted assigns, as applicable, of each party. 

(b)Notices. Notices and all other communications given under this Agreement shall be in writing (including by electronic means) and shall be deemed to have been duly given on the earlier to occur of (i) receipt, (ii) personal delivery, (iii) when sent by facsimile or electronic mail (with evidence of transmission by the transmitting device), (iv) one day after being sent with a commercial overnight service or (v) four days after deposit with U.S. registered or certified mail, return receipt requested and postage prepaid. In the case of Employee, notices shall be sent to the primary residence, facsimile and email address of Employee on file with the Company or such other address or number communicated to the Company in writing. In the case of the Company, notices shall be sent to its headquarters and principal facsimile and email address or such other address or number communicated to Employee in writing. 

(c)Amendment; Waiver. No provision of this Agreement may be waived, altered, or modified unless in writing and signed by Employee and by an authorized officer of the Company (other than Employee). No waiver by either party of any provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of a future waiver of the same provision. 

(d)Entire Agreement. This Agreement, together with all exhibits hereto, represents the entire agreement and understanding between the parties as to the subject matter hereto and thereto and supersedes all prior or contemporaneous agreements, whether written or oral, with respect to the subject matter hereto and thereto. 

(e)Taxes. All forms of compensation referred to in this Agreement will be paid subject to applicable withholding and payroll taxes. 

(f)Governing Law. This Agreement shall be governed by the laws of the State of California. 

(g)Survival. Notwithstanding anything to the contrary in this Agreement, Sections 3 and 7 shall survive termination of this Agreement. 

(h)Acknowledgment. Employee has had the opportunity to consult independent legal counsel, has carefully read and fully understands all the provisions of this Agreement, and is knowingly and voluntarily entering into this Agreement without duress or undue influence. 

(i)Severability. In the event any provision of this Agreement is determined to be invalid or unenforceable, such provision shall be deemed severed from the remainder of this Agreement and replaced with a valid and enforceable provision as similar in intent as reasonably possible to the provision so severed and shall not cause the invalidity or unenforceability of the remainder of this Agreement. 

(j)Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. 

----------Signature Page Follows---------

IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement as of the dates set forth below effective as of the Effective Date.

 

  Date: September 28, 2020

EXHIBIT A

Confidential and Proprietary Information and Inventions Agreement

In consideration of my employment by NewBridge Global Ventures, Inc. (the “Company”), the compensation now and hereafter paid to me and access to Company confidential information, I Chris Bourdon (“Employee”), hereby agree as follows:

1.NON-DISCLOSURE 

1.1.Recognition of the Company's Rights; Non-disclosure. At all times during my employment and for two years thereafter, I will hold in strictest confidence and will not disclose, use, lecture upon or publish any of the Company's Confidential and Proprietary Information (defined in Section 1.2. herein), except as such disclosure, use or publication may be required in connection with my work for the Company, or unless an officer of the Company expressly authorizes such in writing, or unless and to the extent that the Company’s Confidential and Proprietary Information becomes generally known to and available for use by the public other than as a result of Employee’s acts or omissions to act, or unless such information is required to be disclosed pursuant to any applicable law, court order or other governmental body or administrative or other agency. I will obtain the Company's written approval before publishing or submitting for publication any material (written, verbal, or otherwise) that relates to my work at the Company and/or incorporates any Confidential and Proprietary Information. I hereby assign to the Company any rights I may have or acquire in such Confidential and Proprietary Information and recognize that all Confidential and Proprietary Information shall be the sole property of the Company and its assigns unless otherwise required by law. 

1.2.Confidential and Proprietary Information. As used herein, the term "Confidential and Proprietary Information" shall mean confidential information relating to the Company's products, business, and operations, including, but not  

limited to, the business plans, financial records, strategies, customers, potential customers, customer retention and service strategies and plans, suppliers,

prospective suppliers, vendors, licensees, licensors, products, product samples, costs, margins, procurement processes, sources, strategies, inventions, procedures, sales aids or literature, technical advice or knowledge, contractual agreements and preferences, pricing, price lists, product specifications, trade secrets, distribution methods, inventories, marketing strategies and interests, inventions, pending patent applications, formulae, algorithms, data, designs, formulations, methods, drawings, work sheets, blueprints, concepts, samples, inventions, manufacturing processes, computer programs and systems and know-how or other intellectual property, of the Company and its affiliates. All Confidential and Proprietary Information shall remain the sole and exclusive property of the Company. Confidential Information also includes any information described above that the Company obtains from its clients or any other third party and that the Company treats as confidential, whether or not owned or developed by the Company.

1.3.Third-Party Information. I understand, in addition, that the Company has received and, in the future will receive from third parties confidential or proprietary information ("Third-Party 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. During the term of my employment and thereafter, I will hold Third-Party Information in the strictest confidence and will not disclose to anyone (other than Company personnel who need to know such information in connection with their work for the Company) or use, except in connection with my work for the Company, Third-Party Information unless expressly authorized by an officer of the Company in writing. 

1.4.No Improper Use of Information of Prior Employers and Others. During my employment by the Company I will not improperly use or disclose any confidential information or trade secrets, if any, of any former employer or any other person to whom I have an obligation of confidentiality, and I will not bring onto the premises of the Company any unpublished documents or any property belonging to any former employer or any other person to whom I have an obligation of confidentiality unless consented to in writing by that former employer or person. I will use in the performance of my duties only information that is generally known and used by persons with training and experience comparable to my own, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by the Company. 

1.5.No Interference with NLRA or Reporting Rights. This Agreement is not intended to interfere with or restrain employee communications regarding wages, hours, or other terms and conditions of employment or to otherwise interfere with any rights Employee has under the National Labor Relations Act. This Agreement does not prohibit Employee from reporting possible legal violations to the government or from making other disclosures to the government that are protected under federal or state whistleblower provisions. 

1.6.Defend Trade Secrets Act. NOTICE is hereby given that this agreement does not affect any immunity under 18 U.S.C. §§ 1833(b)(1) or (2). For the purposes of these subsections only, which are reproduced below, individuals performing work as contractors or consultants are considered to be employees. 

(1)An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that 

(A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

(2)An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order. Further, Employee understands that in the event that disclosure of the Company’s trade secrets was not done in good faith pursuant to the above, Employee will be subject to substantial damages, including punitive damages and attorney’s fees. 

1.7.Acknowledgments. 

I acknowledge that the Company would suffer irreparable harm if I fail to comply with this Agreement, and that the Company would be entitled to any appropriate relief, including equitable relief.

I acknowledge that without access to the Company’s Confidential and Proprietary information, I would not receive such information from other sources.

I acknowledge that I will return all of the Company’s Confidential and Proprietary Information upon termination of employment (see Section 5. herein for more detail on the return of Company documents).

I acknowledge that I have received adequate consideration for signing this Agreement.

I acknowledge that this Agreement is reasonable in scope and duration and the restrictions placed on me by the Company to protect its Confidential and Proprietary Information are reasonable.

I acknowledge that this agreement will not prevent me from finding future gainful employment in my chosen occupation.

I acknowledge the Company expended substantial time, effort, and capital to develop, maintain, and safeguard its Confidential and Proprietary Information.

I acknowledge the Company’s Confidential and Proprietary Information is unique, private, valuable, and confidential, and I will be privy to such Confidential and Proprietary Information.

I acknowledge the confidentiality covenants contained in this Agreement are independent of any other rights or responsibilities of the parties; thus, the confidentiality covenants will remain in effect even if either party breaches the other’s rights or responsibilities or initiates a claim.

2.ASSIGNMENT OF INVENTIONS 

2.1.Proprietary Rights and Inventions. The term “Invention” shall include anything that may be patentable or copyrightable as well as any discovery, development, design, formula, improvement, invention, original work of authorship, software program, process, technique, trade secret and any other form of information that derives independent economic value from not being generally known to the public, whether or not registrable or protectable. The term "Proprietary Rights" shall mean all trade secret, patent, copyright, mask work and other intellectual property rights throughout the world. 

2.2.Prior Inventions. Inventions, if any, patented or unpatented, that I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. Notwithstanding the foregoing, I 

agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions (defined in Section 2.3.) without the Company's prior written consent.

2.3.Assignment of Inventions. Subject to Sections 2.4. and 2.6., I hereby assign and agree to assign in the future (when any such Inventions or Proprietary Rights are first reduced to practice or first fixed in a tangible medium, as applicable) to the Company all my right, title and interest in and to any and all Inventions (and all Proprietary Rights with respect thereto) whether or not patentable or registrable under copyright or similar statutes, made or conceived or reduced to practice or learned by me, either alone or jointly with others, during the period of my employment with the Company. Inventions assigned to the Company, or to a third party as directed by the Company pursuant to Section 2.6. herein, are hereinafter referred to as "Company Inventions." 

2.4.No Information in this Section. 

2.5.Obligation to Keep the Company Informed of Employment and Post-employment Inventions. During the period of my employment and for twelve months after termination of my employment with the Company, unless otherwise provided by law, I will promptly disclose to the Company fully and in writing all Inventions authored, conceived or reduced to practice by me, either alone or jointly with others. In addition, I will promptly disclose to the Company all patent applications filed by me or on my behalf within one year after termination of employment. At the time of each such disclosure, I will advise the Company in writing of any Inventions that I believe fully qualify for protection under Section 2.4; and I will at that time provide to the Company in writing all evidence necessary to substantiate that belief. The Company will keep in confidence and will not use for any purpose or disclose to third parties without my prior written consent any confidential information disclosed in writing to the Company pursuant to this Agreement relating to Inventions that qualify fully for protection under the provisions of Section 2.4. I will preserve the confidentiality of any Invention that does not fully qualify for protection under Section 2.4. 

2.6.Government or Third Party. I also agree to assign all my right, title and interest in and to any particular Company Invention to a third party, including without limitation the United States, as directed by the Company. 

2.7.Works for Hire. I acknowledge that all original works of authorship that are made by me (solely or jointly with others) within the scope of my employment and that are protectable by copyright are “works made for hire,” pursuant to United States Copyright Act (17 U.S.C. § 101). 

2.8.Enforcement of Proprietary Rights. I will assist the Company in every proper way to obtain, and from time to time enforce, United States and foreign Proprietary Rights relating to Company Inventions in any and all countries. To that end I will execute, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining and enforcing such Proprietary Rights and the assignment thereof. In addition, I will execute, verify and deliver assignments of such Proprietary Rights to the Company or its designee. My obligation to assist the Company with respect to Proprietary Rights relating to such Company Inventions in any and all countries shall continue beyond the termination of my employment, but the Company shall compensate me at a reasonable rate after my termination for the time actually spent by me at the Company's request on such assistance. In the event the Company is unable for any reason, after reasonable effort, to secure my signature on any document needed in connection with the actions specified in the preceding 

paragraph, I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney in fact, which appointment is coupled with an interest, to act for and in my behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of the preceding paragraph with the same legal force and effect as if executed by me. I hereby waive and quitclaim to the Company any and all claims, of any nature whatsoever, which I now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

3.RECORDS 

I agree to keep and maintain adequate and current records (in the form of notes, sketches, drawings and in any other form that may be required by the Company) of all Confidential and Proprietary Information developed by me and all Company Inventions made by me during the period of my employment at the Company, which records shall be available to and remain the sole property of the Company at all times.

4.NO CONFLICTING OBLIGATION 

I represent that my performance of all the terms of this Agreement and as an employee of the Company does not and will not breach any agreement to keep in confidence information acquired by me in confidence or in trust prior to my employment by the Company. I have not entered into, and I agree I will not enter into, any agreement either written or oral in conflict herewith.

5.RETURN OF COMPANY DOCUMENTS 

When I leave the employ of the Company, I will deliver to the Company any and all drawings, notes, memoranda, specifications, devices, formulas, and documents, together with all copies thereof, and any other material containing or disclosing any Company Inventions, Third Party Information, or Confidential and Proprietary Information of the Company. I further agree that any property situated on the Company's premises and owned by the Company, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by the Company personnel at any time with or without notice. Prior to leaving, I will cooperate with the Company in completing and signing the Company's termination statement.

6.LEGAL AND EQUITABLE REMEDIES 

Because my services are personal and unique and because I may have access to and become acquainted with the Confidential and Proprietary Information of the Company, to the extent permitted by law, the Company shall have the right to enforce this Agreement and any of its provisions by injunction, specific performance or other equitable relief, without bond and without prejudice to any other rights and remedies that the Company may have for a breach of this Agreement.

7.NOTICES 

Any notices required or permitted hereunder shall be given to the appropriate party at the address specified below or at such other address as the Party shall specify in writing. Such notice shall be deemed given upon personal delivery to the appropriate address or if sent by certified or registered mail, five days after the date of mailing.

Company Address: 825 East 800 North, Orem Utah 84097  _{Employee Address:} 1 Hawthorne Street 24A

San Francisco, Ca 94105

8.NOTIFICATION OF NEW EMPLOYER 

In the event that I leave the employ of the Company, to the extent permitted by law, I hereby consent to the notification of my new employer of my rights and obligations under this Agreement, and that the Company may send a copy or a redacted copy of this Agreement to my new employer.

9.GENERAL PROVISIONS 

9.1.Governing Law; Consent to Personal Jurisdiction. Any dispute arising under this Agreement will be governed by the law of California and will be litigated in the appropriate state or federal court located in Alameda, California. Employee hereby submits to the jurisdiction of such courts in the event of any such dispute. 

9.2.Severability. In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. If moreover, any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear. 

9.3.Successors and Assigns. This Agreement will be binding upon my heirs, executors, administrators and other legal representatives and will be for the benefit of the Company, its successors and its assigns. 

9.4.Survival. The provisions of this Agreement shall survive the termination of my employment, the termination of this Agreement, and the assignment of this Agreement by the Company to any successor in interest or other assignee. 

9.5.At-will Employment. I agree and understand that nothing in this Agreement shall confer any right with respect to the continuation of my employment by the Company, nor shall it interfere in any way with my right or the Company’s right to terminate my employment at any time, with or without cause. 

9.6.Waiver. No waiver by the Company of any breach of this Agreement shall be a waiver of any preceding or succeeding breach. No waiver by the Company of any right under this Agreement shall be construed as a waiver of any other right. The Company shall not be required to give notice to enforce strict adherence to all terms of this Agreement. 

9.7.Entire Agreement. The obligations pursuant to Sections 1. and 2. of this Agreement shall apply to any time during which I was previously employed, or am in the future employed, by the Company as a consultant if no other agreement governs non-disclosure and assignment of inventions during such period. This Agreement is the final, complete and exclusive agreement of the Parties with respect to the subject matter hereof and supersedes and merges all prior discussions between us. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing and signed by the Party to be charged. Any subsequent change or changes in my duties, salary or compensation will not affect the validity or scope of this Agreement. 

This Agreement shall be effective as of the Effective Date of my Employment Contract  with  NewBridge  Global  Ventures Inc., namely: , 2019. 

I HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS. I UNDERSTAND I HAVE THE RIGHT TO OBTAIN AN ATTORNEY AT MY EXPENSE TO REVIEW THIS AGREEMENT BEFORE ACCEPTING IT. I WAS NOT COERCED IN ANY MANNER TO SIGN THIS AGREEMENT.

************SIGNATURE PAGE FOLLOWS************

 

ACCEPTED AND AGREED TO, NEWBRIDGE GLOBAL VENTURES, INC.:

By:  Signature of Authorized Director 

Robert Szwajkos Printed Name

Independent Director on behalf of the Board of Directors

EX-10.2

SETTLEMENT & MUTUAL RELEASE AGREEMENT

by and between

NewBridge Global Ventures, Inc.

and

GoFund, LLC

25 August 2020 (the “Effective Date”)

This Settlement & Mutual Release Agreement (the “Agreement”) is executed on the Effective Date shown above by and between GoFund, LLC. (“GoFund”) and NewBridge Global Ventures, Inc., a Delaware Corporation with a place of business at 1 Hawthorne Street, Suite 24A San Francisco CA 94105 (“NBGV”) (GoFund, and NBGV individually “Party” and together the “Parties”), and is intended to effect a settlement and mutual release between the Parties.

WITNESSETH:

Whereas GoFund has since 11 July 2018, served as Consultant of NBGV; and

Whereas GoFund hereby resigns position as Consultant of NBGV at the Effective Date; and

Whereas as NBGV has accrued but not paid GoFund monthly service fee of $10,000, expenses and cash advances, equipment purchases and lease payments for the benefit of NBGV, and as of 26 August 2020 the outstanding balance of the total unpaid and owed to GoFund is $1,435,000; and

Whereas NBGV has limited funds to pay amounts owed as of 26 August 2020 to GoFund; and

Whereas the board of directors of NBGV has approved NBGV to issue one (1) share of its newly created Series A convertible Preferred Stock in lieu of payment of $1,435,000 in cash; and

Whereas the Parties wish to keep an amicable and respectful relationship with one another;

NOW THEREFORE, in recognition of good and valid consideration the receipt and adequacy of which is hereby agreed, the Parties agree as follows:

1. Payment in NBGV Common Shares.  NBGV has agreed to issue and GoFund has agreed to accept, as full payment ($1,435,000) of amounts owed as of 26 August, 2020, one 9i) share of   Series A convertible Preferred Stock (the “Preferred Share”) with such rights and preferences as set forth in the Certificate of Designation covering such class of stock. 

2.Mutual Release and Indemnification. Once NBGV has issued the Preferred Share, GoFund expressly releases and holds harmless NBGV and its officers, directors and affiliates, from all liability for claims and/or damages of whatever nature related to or arising out of this Agreement as of 26 August 2020.  Reciprocally, NBGV for its officers, directors and affiliates, expressly releases and hold harmless GoFund, from all liability for claims and/or damages of whatever nature related to or arising out of this Agreement through 25 August 2020.     

5.Corporate Authority, Good Standing.  Each of the Parties warrants and represents that it has legal authorization to enter into and to perform this Agreement. 

6.Governing Law and Arbitration and Miscellaneous. This Agreement shall be governed by California law without reference to any “conflicts-of-laws” provisions and any dispute concerning the subject matter hereof, if not resolved by Arbitration shall be subject to the exclusive jurisdiction, and GoFund and NBGV respectively submit to the jurisdiction, of courts sitting in California.  Each of the foregoing agrees to submit any dispute hereunder to non-binding arbitration using commercial rules of the American Arbitration Association and using only one arbitrator sitting in Utah and only after an unreasonable and unjustified delay by any one of the foregoing  after a hearing on the dispute and rendering of a decision by the Arbitrator may the non-delaying party in the first instance or any other  party in the second instance seek judicial relief for any claim under this Agreement or dealing with the subject matter hereof.  This Agreement contains the entire agreement of the Parties regarding the subject matter of this Agreement, and there are no other promises or conditions in any other agreement whether oral or written.  The Parties have attempted to limit the non-competition provision so that it applies only to the extent necessary to protect legitimate business and property interests.  If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.  If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. 

7.Confidentiality.  The Parties agree to keep the terms and substance of this Agreement (including but not limited to any amounts paid pursuant thereto), and any of the underlying facts confidential and to refrain from disclosing the same at any future time, or to any other individual or entity whatsoever, except as NBGV may be required to report to the SEC and publicly disclose concerning this transaction and/or file with the SEC a copy of this Agreement. 

----Signature Page Follows----

IN WITHESS WHEREOF, GoFund and NBGV have executed the Agreement as of the Effective Date above.

GoFund, LLC.

___________________________________

Lance Dalton

Managing Member

NewBridge Global Ventures, Inc.

____________________________________

By: Chris Bourdon

Its: Chairman of the Board

EX-10.3

NBGV Advisor Agreement (Christopher H Bourdon)

This Advisor Agreement (this “Agreement”) is entered into as of the date set forth on the signature page by and between NewBridge Global Ventures (the “Company”) and the undersigned advisor Christopher H. Bourdon (the “Advisor”).

The parties agree as follows:

1.Services. Advisor agrees to act as an advisor to the Chief Executive Officer of the Company and provide advice and assistance to the Company from time to time as mutually agreed to by the parties (collectively, the “Services”). 

2.Compensation. For the provision of the Services, Advisor shall be entitled to receive the compensation as detailed on the signature page hereto. The Company will seek written approval or have a meeting of the Board of Directors to authorize the Advisor compensation and deliver definitive stock purchase or option agreements regarding the stock compensation within 30 days from the date of this Agreement. If the Company fails to provide the foregoing documentation within such 30-day period, then Advisor shall have right to contact directors of the Company. 

3.Expenses. The Company shall reimburse the reasonable travel and related expenses incurred by Advisor in the course of performing services hereunder. 

4.Term and Termination. The term of this Agreement shall continue until terminated by either party for any reason upon five (5) days prior written notice without further obligation or liability except for the compensation earned by Advisor through such date of termination. 

5.Independent Contractor. Advisor’s relationship with the Company will be that of an independent contractor and not that of an employee. Advisor will not be eligible for any employee benefits, nor will the Company make deductions from payments made to Advisor for employment or income taxes, all of which will be Advisor’s responsibility. Advisor will have no authority to enter into contracts that bind the Company or create obligations on the part of the Company without the prior written authorization of the Company. 

6.Nondisclosure of Confidential Information. 

a.Agreement Not to Disclose. Advisor agrees not to use any Confidential Information (as defined below) disclosed to Advisor by the Company for Advisor’s own use or for any purpose other than to carry out discussions concerning, and the undertaking of, the Services. Advisor agrees to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of the Company in order to prevent it from falling into the public domain or the possession of persons other than agents of the Company or persons to whom the Company consents to such disclosure. Upon request by the Company, any materials or documents that have been furnished by the Company to Advisor in connection with the Services shall be promptly returned by Advisor to the Company. 

b.Definition of Confidential Information. “Confidential Information” means any information, technical data or know-how (whether disclosed before or after the date of this Agreement), including, but not limited to, information relating to business and product or service plans, financial projections, customer lists, business forecasts, sales and merchandising, human resources, patents, patent applications, computer object or source code, research, inventions, processes, designs, drawings, engineering, marketing or finance to be confidential or proprietary or which information would, under the circumstances, appear to a reasonable person to be confidential or proprietary. Confidential Information does not include information, technical data or know-how that: (i) is in the possession of Advisor at the time of disclosure, as shown by Advisor’s files and records immediately prior to the time of disclosure; or (ii) becomes part of the public knowledge or literature, not as a direct or indirect result of any improper inaction or action of Advisor. Notwithstanding the foregoing, Advisor may disclose Confidential Information with the prior written approval of the Company or pursuant to the order or requirement of a court, administrative agency or other governmental body. 

7.No Rights Granted. Nothing in this Agreement shall be construed as granting any rights under any patent, copyright or other intellectual property right of the Company, nor shall this Agreement grant Advisor any 

Page 1

rights in or to the Company’s Confidential Information, except the limited right to use the Confidential Information in connection with the Services.

8.Assignment of Intellectual Property. To the extent that Advisor jointly or solely conceives, develops or reduces to practice any new inventions, original works of authorship, developments, concepts, know-how, improvements or trade secrets, whether or not patentable or registrable under copyright or similar laws or other intellectual property which would be deemed to be Confidential Information of the Company (collectively, “Intellectual Property”) which clearly relates to the Company’s business or technology and has been created by Advisor in the course of the performance of Services, Advisor hereby acknowledges that it is “work made for hire” for the benefit of the Company and hereby assigns all rights, titles and interest to such Intellectual Property to the Company. 

9.Duty to Assist. As reasonably requested by the Company and only with respect to Intellectual Property created by Advisor for the Company as provided in paragraph 8 above, Advisor shall take all steps reasonably necessary to assist the Company in obtaining and enforcing in its own name any such Intellectual Property right. Advisor’s obligation to assist the Company shall continue beyond the termination of Advisor’s relationship with the Company. 

10.Company’s Right to Disclose. During the term of this Agreement, the Company shall have the right to disclose the existence of this Agreement, Advisor’s status as an Advisor, and to include Advisor’s name,   image and profile in various promotional materials, including, but not limited to, private placement memos or other offering materials, executive summaries and the Company’s world wide web page. 

11.No Conflicts. Advisor represents that Advisor’s compliance with the terms of this Agreement and provision of Services hereunder will not violate any duty which Advisor may have to any other person or entity (such as a present or former employer), and Advisor agrees that Advisor will not do anything in the performance of Services hereunder that would violate any such duty. In addition, Advisor agrees that, during the term of this Agreement, Advisor shall promptly notify the Company in writing of any competitor of the Company which Advisor is also performing services. It is understood that in such event, the Company will review whether Advisor’s activities are consistent with Advisor remaining as an advisor of the Company. 

12.Miscellaneous. Any term of this Agreement may be amended or waived only with the written consent of the parties. This Agreement, including any schedules hereto, constitute the sole agreement of the parties and supersedes all oral negotiations and prior writings with respect to the subject matter hereof. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the jurisdiction listed on the signature page, without giving effect to the principles of conflict of laws. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument. 

[Remainder of this page intentionally left blank]

Page 2

Signature Page

Effective Date: August 1, 2020

Governing Law: California

Equity Incentive:

The Advisor will be granted 5,000,000 shares of the Company’s Common Stock, valued at $.0001 per share (the “Shares”).

Vesting:

All shares shall vest on a pro rata basis monthly over a 1-year period. 100% of unvested shares shall vest on closing of sale of the Company

 

Page 3

EX-10.4

SETTLEMENT & MUTUAL RELEASE AGREEMENT

by and between NewBridge Global Ventures, Inc.

and Chris Bourdon

31 August 2020 (the “Effective Date”)

This Settlement & Mutual Release Agreement (the “Agreement”) is executed on the Effective Date shown above by and between Chris Bourdon and NewBridge Global Ventures, Inc., a Delaware Corporation with a place of business at 1 Hawthorne Street, Suite 24A San Francisco CA 94105 (“NBGV”) (Chris Bourdon and NBGV individually “Party” and together the “Parties”), and is intended to effect a settlement and mutual release between the Parties.

WITNESSETH:

Whereas, Chris Bourdon has since 15 October, 2019, served as CEO and Chairman of the Board of NBGV pursuant to a employment agreement dated 15 October, 2019;

Whereas, NBGV has accrued but not paid Chris Bourdon a salary of $250,000 per year for his services beginning 15, October 2019 until his resignation effective 1 August, 2020, and as of 26 August 2020 it is mutually agreed by the Parties that the outstanding balance of the total unpaid amount owed to Chris Bourdon is $199,315 (the “Outstanding Amount”; and

Whereas, NBGV has limited funds to pay Chris Bourdon the Outstanding Amount; and

Whereas, the board of directors of NBGV has approved NBGV to issue 5,000,000 shares of its common stock (the “Settlement Shares”) in full settlement of the Outstanding Amount and Chris Bourdon is willing to accept the Settlement Shares in full settlement of the Outstanding Amount; and

Whereas, the Parties seek to continue to engage Mr. Bourdon as NBGV’s Chairman of the Board and as an advisor pursuant to an employment agreement to be agreed upon between Mr. Bourdon and NBGV; and

Whereas the Parties wish to keep an amicable and respectful relationship with one another and to resolve all differences between the Parties;

NOW THEREFORE, in recognition of good and valid consideration the receipt and adequacy of which is hereby agreed, the Parties agree as follows:

1.Payment in NBGV Common Shares. NBGV hereby agrees to issue Chris Bourdon the Settlement Shares as full payment for the Outstanding Amount. 

2.Mutual Release and Indemnification. Once NBGV has issued the Settlement Shares to Chris Bourdon, Chris Bourdon expressly releases and hold harmless NBGV and its officers, directors and affiliates, from all liability for claims and/or damages of whatever nature related to or arising out of the Employment Agreement. Reciprocally, NBGV for its officers, directors and affiliates, expressly releases and hold harmless Chris Bourdon from all liability for claims and/or damages of whatever nature related to the Outstanding Amount or relating to Chris Bourdon’s services as a company employee. 

5.Corporate Authority, Good Standing. Each of the Parties warrants and represents that it has legal authorization to enter into and to perform this Agreement. 

6.Governing Law and Arbitration and Miscellaneous. This Agreement shall be governed by California law without reference to any “conflicts-of-laws” provisions and any dispute concerning the subject matter hereof, if not resolved by Arbitration shall be subject to the exclusive jurisdiction, and Chris Bourdon and NBGV and its officers and directors respectively submit to the jurisdiction, of courts sitting in California. Each of the foregoing agrees to submit any dispute hereunder to non- binding arbitration using commercial rules of the American Arbitration Association and using only one arbitrator sitting in Utah and only after an unreasonable and unjustified delay by any one of the foregoing after a hearing on the dispute and rendering of a decision by the Arbitrator may the non-delaying party in the first instance or any other party in the second instance seek judicial relief for any claim under this Agreement or dealing with the subject matter hereof. This Agreement contains the entire agreement of the Parties regarding the subject matter of this Agreement, and there are no other promises or conditions in any other agreement whether oral or written. The Parties have attempted to limit the non-competition provision so that it applies only to the extent necessary to protect legitimate business and property interests. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. 

7.Confidentiality. The Parties agree to keep the terms and substance of this Agreement (including but not limited to any amounts paid pursuant thereto), and any of the underlying facts confidential and to refrain from disclosing the same at any future time, or to any other individual or entity whatsoever, except as NBGV 

may be required to report to the SEC and publicly disclose concerning this transaction and/or file with the SEC a copy of this Agreement.

----Signature Page Follows----

IN WITHESS WHEREOF, Chris Bourdon and NBGV have executed the Agreement as of the Effective Date above.

Chris Bourdon

 

Chris Bourdon 469 Day St.

San Francisco, CA 94131

NewBridge Global Ventures, Inc.

By: Robert Swajkos Its: Board Member

EX-10.5

ASSET PURCHASE AGREEMENT

between

AFAB INDUSTRIAL SERVICE INC.

and

NEWBRIDGE GLOBAL VENTURES, INC.

dated as of

August ___, 2020

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (this "Agreement"), dated as of August ___, 2020, is entered into by and between AFAB INDUSTRIAL SERVICE INC., a Delaware corporation ("Seller") and NEWBRIDGE GLOBAL VENTURES, INC., a Delaware corporation ("Buyer"or the “Company”).

RECITALS

WHEREAS, Seller wishes to sell and assign to Buyer, and Buyer wishes to purchase and assume from Seller, the rights and obligations of Seller to the Purchased Assets and the Assumed Liabilities (as defined herein), subject to the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

PURCHASE AND SALE

Section 1.01Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, all of Seller's right, title and interest in the assets set forth on Section 1.01 of the disclosure schedules ("Disclosure Schedules") attached hereto (the "Purchased Assets"), free and clear of any mortgage, pledge, lien, charge, security interest, claim or other encumbrance ("Encumbrance"). 

Section 1.02 Assumption of Liabilities. Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge the liabilities and obligations set forth on Section 1.02 of the Disclosure Schedules under the Purchased Assets, but only to the extent that such liabilities and obligations do not relate to any breach, default or violation by Seller on or prior to the Closing (collectively, the "Assumed Liabilities").  Other than the Assumed Liabilities, Buyer shall not assume any liabilities or obligations of Seller of any kind, whether known or unknown, contingent, matured or otherwise, whether currently existing or hereinafter created. 

Section 1.03Purchase Price. The aggregate purchase price for the Purchased Assets (the "Purchase Price") shall be one share (the “shares”)  of the Company’s newly created Series A Preferred Stock  par value $0.0001 per share (the “Preferred Stock”), issued by Buyer in compliance with applicable Federal and state securities laws in the name of Seller, plus the assumption of the Assumed Liabilities. The Preferred Stock shall have the rights and designations  

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set forth in the Certificate of Designation of the rights and Preferences of the Series A preferred Stock attached as Schedule 1.03 hereof.

Section 1.04 Allocation of Purchase Price. Seller and Buyer agree to allocate the Purchase Price among the Purchased Assets for all purposes (including tax and financial accounting) in accordance with Section 1.04 of the Disclosure Schedules. Buyer and Seller shall file all tax returns (including amended returns and claims for refund) and information reports in a manner consistent with such allocation. 

Section 1.05Withholding Tax. Buyer shall be entitled to deduct and withhold from the Purchase Price all taxes that Buyer may be required to deduct and withhold under any applicable tax law. All such withheld amounts shall be treated as delivered to Seller hereunder. 

ARTICLE II

CLOSING

Section 2.01Closing. The closing of the transactions contemplated by this Agreement (the "Closing") shall take place simultaneously with the execution of this Agreement on the date of this Agreement (the "Closing Date") The consummation of the transactions contemplated by this Agreement shall be deemed to occur at 12:01 a.m. on the Closing Date. 

Section 2.02Closing Deliverables.  

(a)At the Closing, Seller shall deliver to Buyer the following: 

(i)a bill of sale in the form of Exhibit A hereto (the "Bill of Sale") and duly executed by Seller, transferring the Purchased Assets to Buyer; 

(ii)an assignment and assumption agreement in the form of Exhibit B hereto (the "Assignment and Assumption Agreement") and duly executed by Seller, effecting the assignment to and assumption by Buyer of the Purchased Assets and the Assumed Liabilities; 

(iii) copies of all consents, approvals, waivers and authorizations referred to in Section 3.02 of the Disclosure Schedules; 

(iv) tax clearance certificates from the taxing authorities in the jurisdictions that impose taxes on Seller or where Seller has a duty to file tax returns in connection with the transactions contemplated by this Agreement and evidence of the payment in full or other satisfaction of any taxes owed by Seller in those jurisdictions; 

(v)Certificates of title to each of the Purchased Assets set forth on Section 2.02(a)(v) of the Disclosure Schedules.   

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(vi)a certificate of the Chief Executive Officer (or equivalent officer) of Seller certifying that (A) the representations and warranties of Seller contained in Article III shall be true and correct in all respects as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date) and (B)  Seller shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date;  

(vii)a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Seller certifying as to (A) the resolutions of the board of directors of Seller, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; and (B) the names and signatures of the officers of Seller authorized to sign this Agreement and the documents to be delivered hereunder; 

(viii)such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement. 

(b)At the Closing, Buyer shall deliver to Seller the following: 

(i)the Purchase Price;  

(ii)the Assignment and Assumption Agreement duly executed by Buyer; 

(iii)a certificate of the Chief Executive Officer (or equivalent officer) of Buyer certifying that (A) the representations and warranties of Seller contained in Article IV shall be true and correct in all respects as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date) and (B)  Buyer shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date; and 

(iv)a certificate of the Secretary or Assistant Secretary (or equivalent officer) of Buyer certifying as to (A) the resolutions of the board of directors of Buyer, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby; and (B) the names and signatures of the officers of Buyer authorized to sign this Agreement and the documents to be delivered hereunder. 

ARTICLE III

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REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer that the statements contained in this ARTICLE III are true and correct as of the date hereof. For purposes of this ARTICLE III, "Seller's knowledge," "knowledge of Seller" and any similar phrases shall mean the actual or constructive knowledge of any director or officer of Seller, after due inquiry.

Section 3.01Organization and Authority of Seller; Enforceability. Seller is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware. Seller has full corporate power and authority to enter into this Agreement and the documents to be delivered hereunder, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Seller of this Agreement and the documents to be delivered hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Seller. This Agreement and the documents to be delivered hereunder have been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement and the documents to be delivered hereunder constitute legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms. 

Section 3.02No Conflicts; Consents. The execution, delivery and performance by Seller of this Agreement and the documents to be delivered hereunder, and the consummation of the transactions contemplated hereby, do not and will not: (a) violate or conflict with the certificate of incorporation, by-laws or other organizational documents of Seller; (b) violate or conflict with any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Seller or the Purchased Assets; (c) conflict with, or result in (with or without notice or lapse of time or both) any violation of, or default under, or give rise to a right of termination, acceleration or modification of any obligation or loss of any benefit under any contract or other instrument to which Seller is a party or to which any of the Purchased Assets are subject; or (d) result in the creation or imposition of any Encumbrance on the Purchased Assets. No consent, approval, waiver or authorization is required to be obtained by Seller from any person or entity (including any governmental authority) in connection with the execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby. 

Section 3.03Title to Purchased Assets. Seller owns and has good title to the Purchased Assets, free and clear of Encumbrances. 

Section 3.04 Condition of Assets. The Purchased Assets are in good condition and are adequate for the uses to which they are being put, and none of such Purchased Assets are in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost.  

Section 3.05Inventory. The Purchased Assets, including all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories included in the Purchased Assets, consist of a quality and quantity usable and salable in the ordinary course of business.  

Section 3.06Reserved.  

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Section 3.07 Reserved.  

Section 3.08Permits. Section 3.08 of the Disclosure Schedules lists all permits, licenses, franchises, approvals, authorizations, registrations, certificates, variances and similar rights obtained from governmental authorities included in the Purchased Assets (the "Transferred Permits"). The Transferred Permits are valid and in full force and effect. All fee and charges with respect to such Transferred Permits as of the date hereof have been paid in full. No event has occurred that, with or without notice or lapse of time or both, would reasonably be expected to result in the revocation, suspension, lapse or limitation of any Transferred Permit. 

Section 3.09 Non-foreign Status. Seller is not a "foreign person" as that term is used in Treasury Regulations Section 1.1445-2. 

Section 3.10 Compliance With Laws Seller has complied, and is now complying, with all applicable federal, state and local laws and regulations applicable to ownership and use of the Purchased Assets. 

Section 3.11Legal Proceedings. There is no claim, action, suit, proceeding or governmental investigation ("Action") of any nature pending or, to Seller's knowledge, threatened against or by Seller (a) relating to or affecting the Purchased Assets or the Assumed Liabilities; or (b) that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action. 

Section 3.12Brokers. No broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Seller. 

Section 3.13Full Disclosure. No representation or warranty by Seller in this Agreement and no statement contained in the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to Buyer pursuant to this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading. 

Section 3.14No Public Sale or Distribution.  The Seller is acquiring the Shares for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof in violation of applicable securities laws, except pursuant to sales registered or exempted under the Securities Act of 193, as amended (the “1933 Act”).  The Seller does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Shares in violation of applicable securities laws. 

Section 3.15Accredited Investor Status.  The Seller is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D. 

Section 3.16Reliance on Exemptions.  Seller understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of  

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United States federal and state securities laws and that Buyer is relying in part upon the truth and accuracy of, and Seller’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of Seller set forth herein in order to determine the availability of such exemptions and the eligibility of Seller to acquire the Shares.

Section 3.17Information. The Seller and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of Buyer and materials relating to the offer and sale of the Shares which have been requested by Seller.  Seller and its advisors, if any, have been afforded the opportunity to ask questions of Buyer.  Seller understands that its investment in the Shares involves a high degree of risk.  Seller has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Shares. 

Section 3.18No Governmental Review. Seller understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Shares or the fairness or suitability of the investment in the Shares nor have such authorities passed upon or endorsed the merits of the offering of the Shares. 

Section 3.19Transfer or Resale. Seller understands that:  (i) the Shares and the shares of Common Stock issuable upon conversion of the Preferred Stock have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) Seller shall have delivered to Buyer (if requested by Buyer) an opinion of counsel to Seller, in a form reasonably acceptable to Buyer, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) Seller provides Buyer with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Shares made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, and further, if Rule 144 is not applicable, any resale of the Shares under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the Securities and Exchange Commission (the “SEC”) promulgated thereunder; and (iii) neither Buyer nor any other Person is under any obligation to register the Shares under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. 

Section 3.20Experience of Seller.  Seller, either alone or together with its Representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Shares, and has so evaluated the merits and risks of such investment.  Seller is able to bear the economic risk of an investment in the Shares and, at the present time, is able to afford a complete loss of such investment. 

Section 3.21Disclosure.  The inclusion of any item on any Disclosure Schedule shall constitute disclosure for all purposes under this Agreement and all such information is deemed to  

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be fully disclosed to the Buyer, and shall not be construed as an indication of the materiality or lack thereof of such item.

Section 3.22No Untrue Statement. None of the representations and warranties made by Seller pursuant to this Agreement contain any untrue statement of material fact or omits to state a material fact necessary, in light of the circumstance under which it was made, in order to make any such representation not misleading in any material respect. 

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller that the statements contained in this ARTICLE IV are true and correct as of the date hereof. For purposes of this ARTICLE IV, "Buyer's knowledge," "knowledge of Buyer" and any similar phrases shall mean the actual or constructive knowledge of any director or officer of Buyer, after due inquiry.

Section 4.01Organization and Authority of Buyer; Enforceability. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware. Buyer has full corporate power and authority to enter into this Agreement and the documents to be delivered hereunder, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Buyer of this Agreement and the documents to be delivered hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement and the documents to be delivered hereunder have been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by Seller) this Agreement and the documents to be delivered hereunder constitute legal, valid and binding obligations of Buyer enforceable against Buyer in accordance with their respective terms. 

Section 4.02No Conflicts; Consents. The execution, delivery and performance by Buyer of this Agreement and the documents to be delivered hereunder, and the consummation of the transactions contemplated hereby, do not and will not: (a) violate or conflict with the certificate of incorporation, by-laws or other organizational documents of Buyer; or (b) violate or conflict with any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Buyer. No consent, approval, waiver or authorization is required to be obtained by Buyer from any person or entity (including any governmental authority) in connection with the execution, delivery and performance by Buyer of this Agreement and the consummation of the transactions contemplated hereby. 

Section 4.03Legal Proceedings. There is no Action of any nature pending or, to Buyer's knowledge, threatened against or by Buyer that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action. 

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Section 4.04Brokers. No broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Buyer. 

Section 4.05Issuance of Shares.  The issuance of the Shares is duly authorized and, upon issuance in accordance with the terms of this Agreement, the Shares shall be validly issued, fully paid and nonassessable.   

ARTICLE V

COVENANTS

Section 5.01Public Announcements. Unless otherwise required by applicable law, neither party shall make any public announcements regarding this Agreement or the transactions contemplated hereby without the prior written consent of the other party (which consent shall not be unreasonably withheld or delayed). 

Section 5.02Bulk Sales Laws. The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Buyer. 

Section 5.03Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the documents to be delivered hereunder shall be borne and paid by Seller when due. Seller shall, at its own expense, timely file any tax return or other document with respect to such taxes or fees (and Buyer shall cooperate with respect thereto as necessary). 

Further Assurances. Following the Closing, each of the parties hereto shall execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement and the documents to be delivered hereunder.  Seller agrees to furnish furnish Buyer with such title and operating data and other information with respect to the Purchased Assets and their ownership and operation as Buyer shall from time to time request. Seller agrees to furnish to Buyer any title opinions, title reviews or other material useful to Buyer in its review of the title to the Purchased Assets.

ARTICLE VI

INDEMNIFICATION

Section 6.01Survival. All representations, warranties, covenants and agreements contained herein and all related rights to indemnification shall survive the Closing. 

Section 6.02Indemnification By Buyer. Buyer shall defend, indemnify and hold harmless Seller, its affiliates and their respective stockholders, directors, officers and employees  

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from and against all claims, judgments, damages, liabilities, settlements, losses, costs and expenses, including attorneys' fees and disbursements (collectively, the “Losses”), arising from or relating to:

(a)any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or any document to be delivered hereunder;  

(b)any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement or any document to be delivered hereunder; or 

(c)any Assumed Liability.   

Section 6.03Indemnification By Seller. Seller shall defend, indemnify and hold harmless Buyer, its stockholders, its affiliates and their respective stockholders, directors, officers and employees from and against all Losses arising from or relating to: 

(a)any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement or any document to be delivered hereunder; or 

(b)any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement or any document to be delivered hereunder.  

Section 6.04Indemnification Procedures. Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification (the "Indemnified Party") shall promptly provide written notice of such claim to the other party (the "Indemnifying Party"). In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party's prior written consent (which consent shall not be unreasonably withheld or delayed). 

Section 6.05Tax Treatment of Indemnification Payments. All indemnification payments made by Seller under this Agreement shall be treated by the parties as an adjustment to the Purchase Price for tax purposes, unless otherwise required by law. 

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Section 6.06Effect of Investigation. Buyer's right to indemnification or other remedy based on the representations, warranties, covenants and agreements of Seller contained herein will not be affected by any investigation conducted by Buyer with respect to, or any knowledge acquired by Buyer at any time, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement. 

Section 6.07Cumulative Remedies. The rights and remedies provided in this ARTICLE VI are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise. 

ARTICLE VII

MISCELLANEOUS

Section 7.01Expenses. All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses. 

Section 7.02Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the [third] day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 7.02): 

If to Seller:	[SELLER ADDRESS] Facsimile:[FAX NUMBER]  E-mail: [E-MAIL ADDRESS] Attention:[TITLE OF OFFICER TO RECEIVE NOTICES]
with a copy to:	[SELLER LAW FIRM] Facsimile:[FAX NUMBER]   E-mail: [E-MAIL ADDRESS] Attention:[ATTORNEY NAME]

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If to Buyer:	Newbridge Global Ventures, Inc. 1 Hawthorne Lane Suite 24A San Francisco, CA 94105 Facsimile:[FAX NUMBER]  E-mail: lance@newbridgegv.com Attention:Lance Dalton, President
with a copy to:	Sichenzia Ross Ference LLP Facsimile:212 930-9725  E-mail: mross@srf.law Attention:Marc Ross, Esq.

Section 7.03Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement. 

Section 7.04Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. 

Section 7.05Entire Agreement. This Agreement and the documents to be delivered hereunder constitute the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements in the body of this Agreement and the documents to be delivered hereunder, the Exhibits and Disclosure Schedules (other than an exception expressly set forth as such in the Disclosure Schedules), the statements in the body of this Agreement will control. 

Section 7.06Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may assign its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. No assignment shall relieve the assigning party of any of its obligations hereunder. 

Section 7.07No Third-party Beneficiaries. Except as provided in ARTICLE VI, this Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. 

Section 7.08Amendment and Modification. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. 

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Section 7.09Waiver. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. 

Section 7.10Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction). 

Section 7.11Submission to Jurisdiction. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in the federal courts of the United States of America or the courts of the State of New York in each case located in Manhattan, New York City, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. 

Section 7.12Waiver of Jury Trial. Each party acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby. 

Section 7.13Specific Performance. The parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy to which they are entitled at law or in equity. 

Section 7.14Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement. 

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

AFAB INDUSTRIAL SERVICE INC.

By_____________________

Name:

Title:

NEWBRIDGE GLOBAL VENTURES, INC.

By_____________________

Name: Lance Dalton

Title: President

14

EX-10.6

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into effective as of August 1^st, 2020 (the “Effective Date”) between NewBridge Global Ventures, Inc. (the “Company”), and Everett Farr (“Employee”). In consideration of the mutual covenants herein contained and the continued employment of Employee by Company, the parties agree as follows:

1. Duties and Scope of Employment.

(a) Positions and Duties. As of the Effective Date, Employee will serve as Senior Vice President- Engineering of the Company. Employee will render such business and professional services in the performance of his duties, consistent with Employee’s position within the Company and its subsidiaries or affiliates, as shall reasonably be assigned to him by the Company’s Board of Directors (the “Board”).

(b) Obligations. During the Term (as defined below), Employee will perform such duties faithfully and to the best of Employee’s ability in accordance with all Company rules and policies. Employee will devote Employee’s business efforts and time to the Company as required and notify the Board of any other business activities on a current basis.

2. Term, Termination, and Severance. This Agreement shall be effective during the period commencing on the Effective Date and terminating on July 31, 2021 (the “Term”); provided that the Term may be extended for successive periods by mutual written agreement within 90 days prior the end of the Term.

3. Confidentiality, Invention Assignment and Noncompetition Agreement. Upon execution of this Agreement, Employee shall enter into the Confidential and Proprietary Information and Inventions Agreement attached hereto as Exhibit A (the “Confidential Agreement”).

4. At-Will Employment. Notwithstanding anything to the contrary in this Agreement, the Company and Employee agree that Employee’s employment with the Company is and shall continue to be at-will and may be terminated by either party at any time with or without Cause (as defined below) or notice. Any representation to the contrary is unauthorized and not valid unless in writing and signed by the Company. Nothing in this Agreement shall change the at- will nature of Employee’s employment with the Company. Neither Employee’s job performance nor promotions, bonuses or the like give rise to or in any way serve as the basis for modification, amendment, or extension, by implication or otherwise, of such employment relationship. If Employee’s employment terminates for any reason, Employee shall not be entitled to any payments, benefits, damages, awards or compensation other than (a) as provided by this Agreement or (b) as may otherwise be established under the Company’s then existing employee benefit plans or policies at the time of termination.

5. Compensation and Benefits.

(a) Base Salary. During the Term, the Company shall pay Employee as compensation for services rendered under this Agreement, a base salary of $1 annually (the “Base Salary”), as may

be increased from time to time by the board of directors, and which will be paid in accordance with the Company’s then prevailing payroll practices and be subject to required tax withholding.

(b) Expenses. The Company will reimburse Employee for business-related expenses which are approved by the Board and are actually incurred by Employee in the furtherance of or in connection with the performance of Employee’s duties hereunder. All expense reimbursement shall be paid in accordance with the Company’s expense reimbursement policy and prevailing payroll practice as in effect from time to time.

6. Definitions. For purposes of this Agreement:

(a) “Cause” means (A) Employee’s material failure to perform his reasonable assigned duties or responsibilities as Employee (other than a failure resulting from the Employee’s Disability (as defined below)) 30 days after notice thereof from the Company describing Employee’s failure to perform such duties or responsibilities in reasonable detail; (B) Employee engaging in any act of dishonesty, fraud or misrepresentation that was or is injurious to the Company or its affiliates; (C) Employee’s violation of any federal or state law or regulation applicable to the business of the Company or its affiliates that was or is injurious to the Company or its affiliates; (D) Employee’s failure to cure any breach of any confidentiality agreement or invention assignment agreement between Employee and the Company (or any affiliate of the Company) within 30 days after notice thereof from the Company describing such breach in reasonable detail; or (E) Employee being convicted of, or entering a plea of nolo contendere to, any felony or committing any act of moral turpitude.

(b) “Disability” means a determination by an independent medical doctor (selected by the Company and consented to by Employee or his legal representative, which consent will not be unreasonably withheld), after consultation with Employee’s physician and an examination of Employee, that Employee has for sixty (60) consecutive days been disabled in a manner which renders him substantially unable to perform his responsibilities as an Employee of the Company.

7. Miscellaneous Provisions.

(a) Assignment. Neither party shall assign or transfer this Agreement without the prior written consent of the other party; provided that the Company may assign or transfer this Agreement to any successor to the Company (whether direct or indirect and whether by purchase, lease, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company’s business or assets and such successor shall assume the Company’s obligations hereunder and agree in writing to perform such obligations. Notwithstanding the foregoing, the terms of this Agreement shall inure to the benefit of, and be enforceable by, the representatives, executors, administrators, successors, heirs, distributees, devisees, legatees and permitted assigns, as applicable, of each party.

(b) Notices. Notices and all other communications given under this Agreement shall be in writing (including by electronic means) and shall be deemed to have been duly given on the earlier to occur of (i) receipt, (ii) personal delivery, (iii) when sent by facsimile or electronic mail (with evidence of transmission by the transmitting device), (iv) one day after being sent with a

commercial overnight service or (v) four days after deposit with U.S. registered or certified mail, return receipt requested and postage prepaid. In the case of Employee, notices shall be sent to the primary residence, facsimile and email address of Employee on file with the Company or such other address or number communicated to the Company in writing. In the case of the Company, notices shall be sent to its headquarters and principal facsimile and email address or such other address or number communicated to Employee in writing.

(c) Amendment; Waiver. No provision of this Agreement may be waived, altered, or modified unless in writing and signed by Employee and by an authorized officer of the Company (other than Employee). No waiver by either party of any provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of a future waiver of the same provision.

(d) Entire Agreement. This Agreement, together with all exhibits hereto, represents the entire agreement and understanding between the parties as to the subject matter hereto and thereto and supersedes all prior or contemporaneous agreements, whether written or oral, with respect to the subject matter hereto and thereto.

(e) Taxes. All forms of compensation referred to in this Agreement will be paid subject to applicable withholding and payroll taxes.

(f) Governing Law. This Agreement shall be governed by the laws of the State of California.

(g) Survival. Notwithstanding anything to the contrary in this Agreement, Sections 3 and 7 shall survive termination of this Agreement.

(h) Acknowledgment. Employee has had the opportunity to consult independent legal counsel, has carefully read and fully understands all the provisions of this Agreement, and is knowingly and voluntarily entering into this Agreement without duress or undue influence.

(i) Severability. In the event any provision of this Agreement is determined to be invalid or unenforceable, such provision shall be deemed severed from the remainder of this Agreement and replaced with a valid and enforceable provision as similar in intent as reasonably possible to the provision so severed and shall not cause the invalidity or unenforceability of the remainder of this Agreement.

(j) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

----------Signature Page Follows---------

IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement as of the dates set forth below effective as of the Effective Date.

NEWBRIDGE GLOBAL VENTURES, INC.
By:	/s/ Lance Dalton
Name:	Lance Dalton
Title:	President
Date:	September 28, 2020
“EMPLOYEE”
By:	/s/ Everett Farr
Name:	Everett Farr
Date:	September 28, 2020

EXHIBIT A
Confidential and Proprietary Information and Inventions Agreement

In consideration of my employment by NewBridge Global Ventures, Inc. (the “Company”), the compensation now and hereafter paid to me and access to Company confidential information, I Chris Bourdon (“Employee”), hereby agree as follows:

1. NON-DISCLOSURE

1.1. Recognition of the Company's Rights; Non-disclosure. At all times during my employment and for two years thereafter, I will hold in strictest confidence and will not disclose, use, lecture upon or publish any of the Company's Confidential and Proprietary Information (defined in Section 1.2. herein), except as such disclosure, use or publication may be required in connection with my work for the Company, or unless an officer of the Company expressly authorizes such in writing, or unless and to the extent that the Company’s Confidential and Proprietary Information becomes generally known to and available for use by the public other than as a result of Employee’s acts or omissions to act, or unless such information is required to be disclosed pursuant to any applicable law, court order or other governmental body or administrative or other agency. I will obtain the Company's written approval before publishing or submitting for publication any material (written, verbal, or otherwise) that relates to my work at the Company and/or incorporates any Confidential and Proprietary Information. I hereby assign to the Company any rights I may have or acquire in such Confidential and Proprietary Information and recognize that all Confidential and Proprietary Information shall be the sole property of the Company and its assigns unless otherwise required by law.

1.2. Confidential and Proprietary Information. As used herein, the term "Confidential and Proprietary Information" shall mean confidential information relating to the Company's products, business, and operations, including, but not limited to, the business plans, financial records, strategies, customers, potential customers, customer retention and service strategies and plans, suppliers, prospective suppliers, vendors, licensees, licensors, products, product samples, costs, margins, procurement processes, sources, strategies, inventions, procedures, sales aids or literature, technical advice or knowledge, contractual agreements and preferences, pricing, price lists, product specifications, trade secrets, distribution methods, inventories, marketing strategies and interests, inventions, pending patent applications, formulae, algorithms, data, designs, formulations, methods, drawings, work sheets, blueprints, concepts, samples, inventions, manufacturing processes, computer programs and systems and know-how or other intellectual property, of the Company and its affiliates. All Confidential and Proprietary Information shall remain the sole and exclusive property of the Company. Confidential Information also includes any information described above that the Company obtains from its clients or any other third party and that the Company treats as confidential, whether or not owned or developed by the Company.

1.3. Third-Party Information. I understand, in addition, that the Company has received and, in the future will receive from third parties confidential or proprietary information ("Third-Party 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. During the term of my employment and thereafter, I will hold Third-Party Information in the strictest confidence and will not disclose to

anyone (other than Company personnel who need to know such information in connection with their work for the Company) or use, except in connection with my work for the Company, Third-Party Information unless expressly authorized by an officer of the Company in writing.

1.4. No Improper Use of Information of Prior Employers and Others. During my employment by the Company I will not improperly use or disclose any confidential information or trade secrets, if any, of any former employer or any other person to whom I have an obligation of confidentiality, and I will not bring onto the premises of the Company any unpublished documents or any property belonging to any former employer or any other person to whom I have an obligation of confidentiality unless consented to in writing by that former employer or person. I will use in the performance of my duties only information that is generally known and used by persons with training and experience comparable to my own, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by the Company.

1.5. No Interference with NLRA or Reporting Rights. This Agreement is not intended to interfere with or restrain employee communications regarding wages, hours, or other terms and conditions of employment or to otherwise interfere with any rights Employee has under the National Labor Relations Act. This Agreement does not prohibit Employee from reporting possible legal violations to the government or from making other disclosures to the government that are protected under federal or state whistleblower provisions.

1.6. Defend Trade Secrets Act. NOTICE is hereby given that this agreement does not affect any immunity under 18 U.S.C. §§ 1833(b)(1) or (2). For the purposes of these subsections only, which are reproduced below, individuals performing work as contractors or consultants are considered to be employees.

(1) An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

(2) An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order. Further, Employee understands that in the event that disclosure of the Company’s trade secrets was not done in good faith pursuant to the above, Employee will be subject to substantial damages, including punitive damages and attorney’s fees.

1.7. Acknowledgments.

I acknowledge that the Company would suffer irreparable harm if I fail to comply with this Agreement, and that the Company would be entitled to any appropriate relief, including equitable relief.

I acknowledge that without access to the Company’s Confidential and Proprietary information, I would not receive such information from other sources.

I acknowledge that I will return all of the Company’s Confidential and Proprietary Information upon termination of employment (see Section 5. herein for more detail on the return of Company documents).

I acknowledge that I have received adequate consideration for signing this Agreement.

I acknowledge that this Agreement is reasonable in scope and duration and the restrictions placed on me by the Company to protect its Confidential and Proprietary Information are reasonable.

I acknowledge that this agreement will not prevent me from finding future gainful employment in my chosen occupation.

I acknowledge the Company expended substantial time, effort, and capital to develop, maintain, and safeguard its Confidential and Proprietary Information.

I acknowledge the Company’s Confidential and Proprietary Information is unique, private, valuable, and confidential, and I will be privy to such Confidential and Proprietary Information.

I acknowledge the confidentiality covenants contained in this Agreement are independent of any other rights or responsibilities of the parties; thus, the confidentiality covenants will remain in effect even if either party breaches the other’s rights or responsibilities or initiates a claim.

2. ASSIGNMENT OF INVENTIONS

2.1. Proprietary Rights and Inventions. The term “Invention” shall include anything that may be patentable or copyrightable as well as any discovery, development, design, formula, improvement, invention, original work of authorship, software program, process, technique, trade secret and any other form of information that derives independent economic value from not being generally known to the public, whether or not registrable or protectable. The term "Proprietary Rights" shall mean all trade secret, patent, copyright, mask work and other intellectual property rights throughout the world.

2.2. Prior Inventions. Inventions, if any, patented or unpatented, that I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. Notwithstanding the foregoing, I

agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions (defined in Section 2.3.) without the Company's prior written consent.

2.3. Assignment of Inventions. Subject to Sections 2.4. and 2.6., I hereby assign and agree to assign in the future (when any such Inventions or Proprietary Rights are first reduced to practice or first fixed in a tangible medium, as applicable) to the Company all my right, title and interest in and to any and all Inventions (and all Proprietary Rights with respect thereto) whether or not patentable or registrable under copyright or similar statutes, made or conceived or reduced to practice or learned by me, either alone or jointly with others, during the period of my employment with the Company. Inventions assigned to the Company, or to a third party as directed by the Company pursuant to Section 2.6. herein, are hereinafter referred to as "Company Inventions."

2.4. No Information in this Section.

2.5. Obligation to Keep the Company Informed of Employment and Post-employment Inventions. During the period of my employment and for twelve months after termination of my employment with the Company, unless otherwise provided by law, I will promptly disclose to the Company fully and in writing all Inventions authored, conceived or reduced to practice by me, either alone or jointly with others. In addition, I will promptly disclose to the Company all patent applications filed by me or on my behalf within one year after termination of employment. At the time of each such disclosure, I will advise the Company in writing of any Inventions that I believe fully qualify for protection under Section 2.4; and I will at that time provide to the Company in writing all evidence necessary to substantiate that belief. The Company will keep in confidence and will not use for any purpose or disclose to third parties without my prior written consent any confidential information disclosed in writing to the Company pursuant to this Agreement relating to Inventions that qualify fully for protection under the provisions of Section 2.4. I will preserve the confidentiality of any Invention that does not fully qualify for protection under Section 2.4.

2.6. Government or Third Party. I also agree to assign all my right, title and interest in and to any particular Company Invention to a third party, including without limitation the United States, as directed by the Company.

2.7. Works for Hire. I acknowledge that all original works of authorship that are made by me (solely or jointly with others) within the scope of my employment and that are protectable by copyright are “works made for hire,” pursuant to United States Copyright Act (17 U.S.C. § 101).

2.8. Enforcement of Proprietary Rights. I will assist the Company in every proper way to obtain, and from time to time enforce, United States and foreign Proprietary Rights relating to Company Inventions in any and all countries. To that end I will execute, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining and enforcing such Proprietary Rights and the assignment thereof. In addition, I will execute, verify and deliver assignments of such Proprietary Rights to the Company or its designee. My obligation to assist the Company with respect to Proprietary Rights relating to such Company Inventions in any and all countries shall continue beyond the termination of my employment, but the Company shall compensate me at a reasonable rate after my termination for the time actually spent by me at the Company's request on such assistance. In the event the Company is unable for any reason, after reasonable effort, to secure my signature on any document needed in connection with the actions specified in the preceding

paragraph, I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney in fact, which appointment is coupled with an interest, to act for and in my behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of the preceding paragraph with the same legal force and effect as if executed by me. I hereby waive and quitclaim to the Company any and all claims, of any nature whatsoever, which I now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

3. RECORDS

I agree to keep and maintain adequate and current records (in the form of notes, sketches, drawings and in any other form that may be required by the Company) of all Confidential and Proprietary Information developed by me and all Company Inventions made by me during the period of my employment at the Company, which records shall be available to and remain the sole property of the Company at all times.

4. NO CONFLICTING OBLIGATION

I represent that my performance of all the terms of this Agreement and as an employee of the Company does not and will not breach any agreement to keep in confidence information acquired by me in confidence or in trust prior to my employment by the Company. I have not entered into, and I agree I will not enter into, any agreement either written or oral in conflict herewith.

5. RETURN OF COMPANY DOCUMENTS

When I leave the employ of the Company, I will deliver to the Company any and all drawings, notes, memoranda, specifications, devices, formulas, and documents, together with all copies thereof, and any other material containing or disclosing any Company Inventions, Third Party Information, or Confidential and Proprietary Information of the Company. I further agree that any property situated on the Company's premises and owned by the Company, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by the Company personnel at any time with or without notice. Prior to leaving, I will cooperate with the Company in completing and signing the Company's termination statement.

6. LEGAL AND EQUITABLE REMEDIES

Because my services are personal and unique and because I may have access to and become acquainted with the Confidential and Proprietary Information of the Company, to the extent permitted by law, the Company shall have the right to enforce this Agreement and any of its provisions by injunction, specific performance or other equitable relief, without bond and without prejudice to any other rights and remedies that the Company may have for a breach of this Agreement.

7. NOTICES

Any notices required or permitted hereunder shall be given to the appropriate party at the address specified below or at such other address as the Party shall specify in writing. Such notice shall be deemed given upon personal delivery to the appropriate address or if sent by certified or registered mail, five days after the date of mailing.

​Company Address: 825 East 800 North, Orem Utah 84097

​Employee Address: 350 Camer Dr. Bensalem, PA 19020

8. NOTIFICATION OF NEW EMPLOYER

In the event that I leave the employ of the Company, to the extent permitted by law, I hereby consent to the notification of my new employer of my rights and obligations under this Agreement, and that the Company may send a copy or a redacted copy of this Agreement to my new employer.

9. GENERAL PROVISIONS

9.1. Governing Law; Consent to Personal Jurisdiction. Any dispute arising under this Agreement will be governed by the law of California and will be litigated in the appropriate state or federal court located in Alameda, California. Employee hereby submits to the jurisdiction of such courts in the event of any such dispute.

9.2. Severability. In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. If moreover, any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear.

9.3. Successors and Assigns. This Agreement will be binding upon my heirs, executors, administrators and other legal representatives and will be for the benefit of the Company, its successors and its assigns.

9.4. Survival. The provisions of this Agreement shall survive the termination of my employment, the termination of this Agreement, and the assignment of this Agreement by the Company to any successor in interest or other assignee.

9.5. At-will Employment. I agree and understand that nothing in this Agreement shall confer any right with respect to the continuation of my employment by the Company, nor shall it interfere in any way with my right or the Company’s right to terminate my employment at any time, with or without cause.

9.6. Waiver. No waiver by the Company of any breach of this Agreement shall be a waiver of any preceding or succeeding breach. No waiver by the Company of any right under this Agreement shall be construed as a waiver of any other right. The Company shall not be required to give notice to enforce strict adherence to all terms of this Agreement.

9.7. Entire Agreement. The obligations pursuant to Sections 1. and 2. of this Agreement shall apply to any time during which I was previously employed, or am in the future employed, by the Company as a consultant if no other agreement governs non-disclosure and assignment of inventions during such period. This Agreement is the final, complete and exclusive agreement of the Parties with respect to the subject matter hereof and supersedes and merges all prior discussions between us. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing and signed by the Party to be charged. Any subsequent change or changes in my duties, salary or compensation will not affect the validity or scope of this Agreement.

This Agreement shall be effective as of the Effective Date of my Employment Contract with NewBridge Global Ventures Inc., namely: _____________________ ___, 2019.

I HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS. I UNDERSTAND I HAVE THE RIGHT TO OBTAIN AN ATTORNEY AT MY EXPENSE TO REVIEW THIS AGREEMENT BEFORE ACCEPTING IT. I WAS NOT COERCED IN ANY MANNER TO SIGN THIS AGREEMENT.

************SIGNATURE PAGE FOLLOWS************

Dated: ______________

___________________________

Signature

Everett Farr

ACCEPTED AND AGREED TO, NEWBRIDGE GLOBAL VENTURES, INC.:

By:_____________________
Signature of Authorized Director

Robert Szwajkos
Printed Name

Independent Director on behalf of the Board of Directors

EX-10.7

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this ''Agreement") is entered into effective as of August 31, 2020 (the "Effective Date”)between NewBridge Global Ventures, Inc. (the "Company"), and Jesse Magallanes (the "Employee"). At the Effective Date. this Agreement replaces and supersedes any and all previous employment or consulting/service agreements (both written and verbal) with NewBridge Global Ventures , Inc. (the "'NBGV') or any of its subsidiaries which will become null and void on the Effective Date. In consideration of the mutual covenants herein contained and the continued employment of Employee by Company, the parties agree as follows:

1.Duties and Scope of Employment. 

(a)Positions and Duties. As of the Effective Date. Employee will serve  as Chief Operating Officer (''COO") of the Company. Employee will render such business and professional services in the performance of his duties, consistent with Employee's position  within the Company and its subsidiaries or affiliates , as shall reasonably be assigned to him by the Company’s Board of Directors (the "Board''). 

(b)Obligations. During the Term (as defined below), Employee will perform such duties faithfully and to the best of Employee's ability in accordance with all Company rules and policies. Employee will devote Employee's business efforts and time to the Company as required and notify the Board of any other business activities on a current basis. 

2.Term and termination. This Agreement shall be effective during the period commencing on the Effective Date and terminating on July 30, 2021 (the "Term"' ); provided that the Term may be extended for successive periods by mutual written  agreement  within  30 days prior the end of the Term. If Employee is terminated prior to the Term of this agreement for reasons other than Cause, which has the meaning set forth below in Section 6. (a) ("Termination or Terminated”), then the Company shall provide the Employee with the following: i) twelve months of annual salary based on the salary at the time of termination, ii) twelve months of medical coverage in the form of $500 cash per month, iii) the immediate vesting of any stock options that have been granted to the Employee prior to termination. iv) Employee shall receive any amounts earned, accrued or owing but net yet paid to the Employee at the time of termination  in  a  lump sum at the time of termination. 

3.Confidentiality, Invention Assignment and Noncompetition Agreement. Upon execution of this Agreement, Employee shall enter into the Confidential and Proprietary Information and Inventions Agreement attached hereto as Exhibit A (the "Confidential Agreement"). 

4.At-Will Employment. Notwithstanding anything to the contrary in this Agreement, the Company and Employee agree that Employee's employment with the Company is and shall continue to be at-will and may be terminated by either party at any time with or without Cause (as defined below) or notice. Any representation to the contrary is unauthorized  and  not valid  unless in writing and signed by the Company. Nothing in this Agreement shall change the at-will nature 

of Employee’s employment with the Company. Neither Employee's job performance nor promotions, bonuses or the like give rise to or in any way serve as the basis for modification. amendment, or extension by implication or otherwise, of such employment relationship. If Employee’s employment terminates for any reason. Employee shall not be entitled to any payments, benefits, damages, awards or compensation other than (a) as  provided  by  this Agreement or (b) as may otherwise be established under the Company's then existing employee benefit plans or policies at the time of termination.

5.Compensation and Benefits. 

(a)Base Salary. During the Term, the Company shall pay Employee as compensation for services rendered under this Agreement, a base salary of US$ l 0,000 per month (the '"Base Salary''), as may be increased from time to time by the board of directors, and which will be paid in accordance with the Company’s then prevailing payroll practices and be subject to required tax withholding. The company will neither pay nor accrue the Base Salary until the earlier of: (i) the event of a Qualified Financing or (ii) the Board of Directors determines that the company is generating sufficient revenues to support the payment of the base salary, a determination which shall not be unreasonably withheld. 

(b)Equity Incentive. The Employee will be eligible to participate in the Company’s  2019 Equity  Incentive  Plan.  

(c)Bonus. Employee will receive a bonus of $25,000 upon the successful closing of a Qualified Financing. Employee may also be eligible for a bonus of a certain targeted amount (the "'Bonus''). based on achievement of certain bonus objectives specific to Employee's role that have been mutually agreed  by  Employee and the Company, as determined  annually  and in writing by February  28^th of each calendar  year  in the discretion of the Board. The  Bonus shall be paid in accordance with the bonus policies and procedures determined by the Board at the time  of establishing the bonus objectives; provided that to be eligible to receive a Bonus, Employee (i) must be employed by the Company at the date on which such Bonus is paid by the Company and 

(ii) must not have materially breached this Agreement at any time during the period on which such Bonus is based and continuing until the time of payment of such Bonus.

(d)Expenses. The Company will reimburse Employee for business-related expenses which are approved by the Board and are actually incurred by Employee in  the furtherance of or in connection with the performance of Employee's duties hereunder. All expense reimbursement shall be paid in accordance with the  Company's  expense  reimbursement  policy and prevailing payroll practice as in effect from time to time. 

6.Definitions. For purposes of this Agreement: 

(a)"Cause" means (A) Employee's failure to perform his or her assigned duties or responsibilities as Employee (other than a failure resulting from the Employee’s Disability (as defined below)) 30 days after notice thereof from the Company describing Employee’s failure to perform such duties or responsibilities in reasonable detail; (B) Employee engaging in any act of 

dishonesty. fraud or misrepresentation that was or is injurious to the Company or its affiliates; (C) Employee's violation of any federal or state law or regulation applicable to the business of the Company or its affiliates that was or is injurious to the Company or its affiliates; (D) Employee's failure to cure any breach of any confidentiality agreement or invention assignment agreement between Employee and the Company (or any affiliate of the Company) within 30 days after notice thereof from the Company describing such breach in reasonable detail; or (E) Employee being convicted ot: or entering a plea of nolo conlendere to, any felony or committing any act of moral turpitude.

(b)“Disability" means a determination by an independent medical doctor (selected by the Company and consented to by Employee or his legal representative. which consent will not be unreasonably withheld), after consultation with Employee's physician and an examination of Employee, that Employee has for sixty (60) consecutive days been disabled in a manner which renders him substantially unable to perform  his responsibilities as an Employee of the Company. 

(c)“Qualified Financing”shall mean additional financing from any  third party in the aggregate amount of not less than Two Million Five Hundred Thousand Dollars ($2.500.000). 

7.Miscellaneous Provisions. 

(a)Assignment.Neither party shall assign or transfer this Agreement without the prior written consent of the other party; provided that the Company may assign or transfer this Agreement to any successor to the Company (whether direct or indirect and whether by purchase. lease. merge r, consolidation, liquidation or otherwise) to all or substantially all of the Company's business or assets and such successor shall assume the Company's obligations hereunder and agree in writing to perform such obligations. Notwithstanding the foregoing. The terms of this Agreement shall inure to the benefit of and be enforceable by. the representatives, executors, administrators, successors, heirs, distributes, devisees, legatees and permitted assigns as applicable, of each party. 

(b)Notices.Notices and all other communications given under this Agreement shall be in writing (including by electronic means) and shall be deemed to have been duly given on the earlier to occur of (i) receipt. (ii) personal de li very , (iii) when sent by facsimile or electronic mail (with evidence of transmission by the transmitting device), (iv) one day after being sent with a commercial overnight service or (v) four days after deposit with U.S. registered or certified mail. return receipt requested and postage prepaid. In the case of Employee, notices shall be sent to the primary residence, facsimile and email address of Employee on file with the Company or such other address or number communicated to the Company in writing. In the case of the Company. notices shall be sent to its headquarters and principal facsimile and email address or such other address or number communicated to Employee in writing. 

(c)Amendment; Waiver. No provision of this Agreement may be waived. altered, or modified unless in writing and signed by Employee and by an authorized officer of the 

Company (other than Employee).  No waiver  by either  party  of any  provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of a future waiver of the same provision.

(d)Entire Agreement. This Agreement, together with all exhibits hereto, represents the entire agreement and understanding between the parties as to the subject  matter hereto and thereto and supersedes all prior or contemporaneous agreements, whether written  or  oral, with respect to the subject matter hereto and thereto. 

(e)Taxes. All forms of compensation referred to in  this Agreement  will  be paid subject to applicable withholding and payroll taxes. 

(f)Governing Law. This Agreement shall be governed by the internal substantive laws, but not the conflicts of law rules, of the State of California. 

(g)Survival. Notwithstanding anything to the contrary m this Agreement 

Sections 3 and 7 shall survive termination of this Agreement.

(h)Acknowledgment. Employee has had the  opportunity  to  consult independent legal counsel. has carefully read and fully understands all the provisions of this Agreement and is knowingly and voluntarily entering into this Agreement without duress or undue influence. 

(i)Severability. In the event any provision of this Agreement is determined  to be invalid or unenforceable, such provision shall be deemed severed from the remainder of this Agreement and replaced with a valid and enforceable provision as similar in intent as reasonably possible to the provision so severed and shall not cause the invalidity or unenforceability of the remainder of this Agreement. 

(j)Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. 

----------Signature Page Follows---------

IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement as of the dates set forth below effective as of the Effective Date.

Name: Lance Dalton

Title: President

Date: August 31, 2020

By:__________________

Name: Chris Bourdon

Title: Chairman of the Board

Date:August 31, 2020 

 

Date: August 31, 2020

EXHIBIT A

Confidential and Proprietary Information and Inventions Agreement

In consideration of my employment by NewBridge Global Ventures, Inc. (the "Company"), the compensation now and hereafter paid to me and access to Company confidential information, L Jesse Magallanes (the “Employee"), hereby agree as follows:

1.NON-DISCLOSURE 

1 . 1. Recognition of the Company's Rights; Non-disclosure. At all times during my employment and for two years thereafter, [ will hold in strictest confidence and will not disclose, use, lecture upon or publish any of the Company's Confidential and Proprietary Information (defined in Section 1.2. herein). except as such disclosure, use or publication may be required in connection with my work for the Company, or unless an officer of the Company expressly authorizes such in writing, or unless and to the extent that the Company's Confidential and Proprietary Information becomes generally known to and available for use by the public other than as a result of Employee’s acts or omissions to act, or unless such information is required to be disclosed pursuant to any applicable law, court order or other governmental body or administrative or other agency. I will obtain the Company's written approval  before  publishing  or submitting  for publication  any  material ( written, verbal, or otherwise) that relates to my work at the Company and/or incorporates any Confidential and Proprietary Information. I hereby assign to the Company any rights I may have or acquire in such Confidential and Proprietary Information and recognize that all Confidential and Proprietary Information shall be the sole property of the Company and its assigns unless otherwise required by law.

1 . 2. Confidential and Proprietary Information. As used herein, the term "Confidential and Proprietary Information" shall mean confidential information relating to the Company's products, business, and operations, including, but not limited to, the business plans, financial records , strategies, customers, potential customers, customer retention and service strategies and plans,  suppliers, prospective suppliers, vendors, licensees, licensors, products,  product  samples, costs. margins, procurement processes, sources, strategies, inventions. procedures, sales aids or literature, technical advice or knowledge, contractual agreements and preferences, pricing, price lists, product specifications, trade secrets, distribution methods, inventories, marketing strategies and interests, inventions, pending patent applications, formulae, algorithms, data, designs, formulations, methods, drawings, work sheets, blueprints, concepts, samples, inventions, manufacturing processes, computer programs and systems and know-how  or other  intellectual  property. of the Company and its affiliates. All Confidential and Proprietary Information shall remain the sole and exclusive property of the Company. Confidential Information also includes any information described above that the Company obtains from its clients or any other third party and that the Company treats as confidential, whether or not owned or developed by the Company.

1.3.Third-Party Information. I understand, in addition, that the Company has received and, in the future will receive from third parties confidential or proprietary information ("Third-Party 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.   During   the  term   of   my   employment and

thereafter, I will hold Third-Party Information in the strictest  confidence and  will not disclose to anyone (other than Company personnel who need to know such information in connection with their work for the Company) or use, except in connection with my work for the Company. Third-Party Information  unless expressly authorized by an officer of the Company in writing.

1.4.No Improper Use of Information of Prior Employers and Others. During my employment by the Company r will not improperly use or disclose any confidential information or trade secrets, if any, of any former employer or any 

other person to whom I have an obligation of confidentiality, and I will not bring onto the premises of the Company any unpublished documents or any property belonging to any former employer or any other person to whom I have an obligation of confidentiality unless consented to in writing  by  that former employer or person. I will use in the performance of my duties only information that is generally known and used by persons with training and experience comparable to my own, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by the Company.

1.5.No Interference with NLRA or Reporting Rights. This Agreement is not intended to interfere with or restrain employee communications regarding wages, hours, or other terms and conditions of employment or to otherwise interfere with any rights Employee has under the National Labor Relations Act. This Agreement does not prohibit Employee from reporting possible legal violations to 

the government or from making other disclosures to the government that are protected under federal or state whistleblower provisions.

1.6.Defend Trade Secrets Act. NOTICE is hereby given that this agreement does not affect any immunity under 18 U.S.C. §§ 1833(b)( 1) or (2). For the purposes of these subsections only, which are reproduced below, individuals performing work as contractors or consultants are considered to be employees. 

(1)An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official. either directly or indirectly, or to an attorney; and (ii) solely for the purpose of  reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. 

(2)An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court 

order. Further, Employee understands that in the event that disclosure of the Company's trade secrets was not done in good faith pursuant to the above, Employee will be subject to substantial damages, including punitive  damages and attorney's fees.

1.7.Acknowledgments. 

I acknowledge that the Company would suffer irreparable harm if I  fail to comply with this Agreement, and that the Company would be entitled to any appropriate relief, including equitable relief.

I acknowledge that without access to the Company’s Confidential and Proprietary information, I would not receive such information from other sources.

I acknowledge that I will return all of the Company's Confidential and Proprietary Information upon termination of employment (see Section 5. herein for more detail on the return of Company documents).

I acknowledge that I have received adequate consideration for signing this Agreement.

I acknowledge that this Agreement is reasonable in scope and duration and the restrictions placed on me by the Company to  protect  its Confidential and Proprietary Information are reasonable.

I acknowledge that this agreement will not prevent me from finding future gainful employment in my chosen occupation.

I acknowledge the Company expended substantial time, effort, and capital to develop, maintain, and safeguard its Confidential and Proprietary Information.

I acknowledge the Company's Confidential and Proprietary Information is unique, private, valuable, and confidential, and I will be privy to such Confidential and Proprietary Information.

I acknowledge the confidentiality covenants contained  in  this Agreement are independent of any other rights or responsibilities of the parties: thus. the confidentiality covenants will remain in effect even if either party breaches the others rights or responsibilities or initiates a claim.

2.ASSIGNMENT OF INVENTIONS 

2.1.Proprietary Rights and Inventions. The term “Invention” shall include anything that may be patentable or copyrightable as well as any discovery, development. design. formula. improvement, invention.  original  work  of authorship, software program ,  process, technique. trade secret and any  other form of information that derives independent economic value from not being generally known to ·the public. whether or not registrable or protectable. The  term "Proprietary Rights" shall mean all trade secret, patent. copyright. mask work and other intellectual property rights throughout the world. 

2.2.Prior Inventions. Inventions , if any. patented or unpatented , that I made prior to the commencement of my employment with the Company  are excluded  from  the scope of this Agreement. To preclude any  possible  uncertainty.  I have set forth on Exhibit 2 (Previous Inventions)  attached  hereto a complete  list of all Inventions that I have, alone or jointly with others. conceived. developed or reduced to practice or caused to be conceived. developed or reduced  to  practice prior to the commencement of my employment  with  the Company. that  I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement (collectively referred to as "Prior Inventions"). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that  I am not to list such  Prior  Inventions in Exhibit 2 but am only to disclose a cursory name for each such invention. a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit 2 for such purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. Notwithstanding the foregoing. I agree that I will not incorporate. or permit to be incorporated, Prior Inventions in any Company Inventions (defined in Section 2.3.) without the Company's prior written consent. Employee  shall  have until February 2. 20 I 9 to finalize information on Exhibit 2 at which time the Company and Employee will each date an initial Exhibit 2 and  any  additional sheets. 

2.3.Assignment of Inventions. Subject to Sections 2.4. and 2.6.. I hereby assign and agree to assign in the future (when any such Inventions or Proprietary Rights are first reduced to practice or first fixed in a tangible medium. as applicable) to the Company all my right, title and interest in and to any and all Inventions (and  al I Proprietary Rights with respect thereto) whether or not patentable or registrable under copyright or similar statutes, made or conceived or reduced to practice or learned by me , either alone or jointly with others. during the period of my employment with the Company. Inventions assigned to the Company. or to a third party as directed by the Company pursuant to Section 2.6. herein. are hereinafter referred to as "Company Inventions." 

2.4.No Information in this Section. 

2.5.Obligation to Keep the Company Informed of Employment and Post-employment Inventions.  During  the  period  of  my  employment  and  for twe lve months after termination of my employment with the Company. unless 

otherwise provided by law, I will promptly disclose to the Company fully and in writing all Inventions authored, conceived or reduced to practice  by  me,  either alone or jointly with others. In addition, I  will  promptly  disclose  to the Company all patent applications filed by me or on my behalf within one year after termination of employment. At the time of each such disclosure, I will advise the Company in writing of any Inventions that I believe fully qualify for protection  under Section 2.4; and I will at that time provide to the Company in writing all evidence necessary to substantiate that belief. The Company will keep in confidence and will  not  use for any purpose or disclose to third parties without my prior written consent any confidential information disclosed in writing to the Company pursuant to this Agreement relating to Inventions that qualify fully for protection under the provisions of Section 2.4. I will preserve the confidentiality of any Invention that does not fully qualify for protection under Section 2.4.

2.6.Government or Third Party. I also agree to assign all  my  right, title and interest in and to any particular Company Invention to a third pa11y, including without limitation the United States, as directed by the Company. 

2.7.Works for Hire. I acknowledge that all original works of authorship that are made by me (solely or jointly with others) within the scope of my employment and that are protectable by copyright are ··works made for hire," pursuant to United States Copyright Act ( 17 U.S.C. § 101). 

2.8.Enforcement of Proprietary Rights. I will assist the Company in every proper way to obtain, and from time to time enforce, United  States  and foreign Proprietary Rights relating to Company Inventions in any and all countries. To that end I will execute, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining and enforcing such Proprietary Rights and the assignment thereof. In addition, I will execute, verify and deliver assignments of such Proprietary Rights  to the Company or its designee. My obligation to assist the Company with respect to Proprietary Rights relating to such Company Inventions in any and all countries shall continue beyond the termination of my employment, but the Company shall compensate  me at a reasonable rate after my termination for the time actually spent by me at the Company's request on such assistance. In the event the Company is unable for any reason, after reasonable effort, to secure my signature on any document needed in connection· with the actions specified in the preceding paragraph, I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my age nt and attorney in fact. which appointment is coupled with an interest, to act for and in my behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of the preceding paragraph with the same legal force and effect as if executed by me. I hereby waive and quitclaim to the Company  any and all claims, of any  nature whatsoever,  which I now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company. 

3.RECORDS 

I agree to keep and maintain adequate and current records  (in  the  form  of notes, sketches, drawings and in any other form that  may  be  required  by  the Company) of all Confidential and Proprietary Information developed by me and all Company Invention’s made by me during the period of my employment  at  the Company, which records shall be available to and remain the sole property of the Company at all times.

4.NO CONFLICTING OBLIGATION 

I represent that my performance  of all  the terms of this Agreement  and as an employee of the Company does not and will  not  breach any agreement  to keep in confidence information acquired by me in confidence or in trust prior to my employment by the Company. I have not entered into, and I agree I will not enter into, any agreement either written or oral in conflict herewith.

5.RETURN OF COMPANY DOCUMENTS 

When I leave the employ of the Company, I will deliver  to the Company any and all drawings, notes, memoranda, specifications, devices, formulas, and documents, together with all copies thereof: and any other material containing or disclosing any Company Inventions, Third Party Information, or Confidential and Proprietary Information of the Company. I further agree that any property situated on the Company's premises and owned by the Company, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by the Company personnel at any time with or without notice. Prior to leaving, I will cooperate with the Company in completing and signing the Company's termination statement.

6.LEGAL AND EQUITABLE REMEDIES 

Because my services are personal and unique and because I may have access to and become acqu.1inted with the Confidential and Proprietary Information of the Company, to the e) tent permitted by law, the Company shall have the right to enforce this Agreement and any of its provisions by  injunction,  specific performance or other equitable relief, without bond and without prejudice to any other rights and remedies that the Company may have for a breach of this Agreement.

7.NOTICES 

Any notice . required or permitted hereunder shall be given to  the appropriate party at the address specified below or at such other address as the Party shall specify in writing. Such notice shall be deemed given  upon  personal delivery to the appropriate address or if sent by certified or  registered  mail, five days after the date of mailing.

Company Address: 2545 Santa Clara Avenue, Alameda, CA 94501 Employee Address: 1170 Ridgewood Dr., Millbrae CA 94030

8.NOTIFICATION OF NEW EMPLOYER 

In the event that I leave the employ of the Company, to the extent permitted by law, I hereby consent to the notification of my new employer of my rights and obligations under this Agreement, and that the Company may send a copy or a redacted copy of this Agreement to my new employer.

9.GENERAL PROVISIONS 

9.1.Governing Law; Consent to Personal Jurisdiction. Any dispute arising under this Agreement will be governed by the law of California and will be litigated in the appropriate state or federal court located in Alameda, California. Employee hereby submits to the jurisdiction of such courts in the event of any such dispute. 

9.2.Severability. In case any one or more of the provisions contained in this Agreement shall, for any reason , be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. If moreover, any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear. 

9.3.Successors and Assigns. This Agreement will be binding upon my he i rs, executors, administrators and other legal representatives and will be for the benefit of the Company, its successors and its assigns. 

9.4.Survival. The provisions of this Agreement shall survive the termination of my employment , the termination of this Agreement, and the assignment of this Agreement by the Company to any successor in interest or other assignee. 

9.5.At-will Employment. I agree and understand that nothing in this Agreement shall confer any right with respect to the continuation  of  my employment by the Company, nor shall it interfere in any way with my right or the Company's right to terminate my employment at any time, with or without cause. 

9.6.Waiver. No waiver by the Company of any breach of this Agreement shall be a waiver of any preceding or succeeding breach. No waiver  by  the Company of any right under this Agreement shall be construed as a waiver of any other right: The Company shall not be required to give notice to enforce strict adherence to all terms of this Agreement. 

9.7.Entire Agreement. The obligations pursuant to Sections 1. and 2. of this Agreement shall apply to any time during which I was previously employed, or am in the future employed, by the Company as a consultant if no other agreement governs non-disclosure and assignment of inventions during such period. This Agreement is the final, complete and exclusive agreement of the Parties with respect to the subject matter hereof and supersedes and merges all prior discussions between us. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing and signed 

by the Party to be charged. Any subsequent change or changes  in my duties, salary or compensation will not affect the validity or scope of this Agreement.

This Agreement shall be effective as of the Effective Date of my Employment Contract with NewBridge Global Ventures Inc., namely: July 21, 2020.

I HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS. I UNDERSTAND I HAVE THE RIGHT TO OBTAIN AN ATTORNEY AT MY EXPENSE TO REVIEW THIS AGREEMENT BEFORE ACCEPTING IT. I WAS NOT COERCED IN ANY MANNER TO SIGN THIS AGREEMENT.

 

EX-10.8

SETTLEMENT & MUTUAL RELEASE AGREEMENT

by and between NewBridge Global Ventures, Inc.

and

Jesse Magallanes

31 August 2020 (the "Effective Date")

This Settlement & Mutual Release Agreement (the "Agreement") is executed on the Effective Date shown above by and between Jesse  Magallanes and  NewBridge  Global Ventures, Inc., a Delaware Corporation with  a  place of  business  at  l  Hawthorne Street, Suite 24A San Francisco CA 94105 ("NBGV") (Jess e Magallanes and NBGV individually "Party" and together the "Parties "), and is intended to effect a

settlement and mutual re le a se between the Pa r tie s.

WITNESSETH:

Whereas, Jesse Magallanes has since l May, 2019, served as SVP Corporate Development of NBGV; and

Whereas, NBGV has accrued but not paid Jesse Magallanes a salary of $10,000 per month for his services beginning 1, January 2020 until the Settlement Date, and as of 31 August 2020 it is mutually agreed  by the  Parties  that the outstanding  balance  of the total unpaid amount owed to Jesse Magallanes is $80,000 (the "Outstanding Amount"; and

Whereas, Jesse Magallanes and NBGV entered into a similar agreement to settle outstanding debts through 31 December, 2019, an agreement which both Parties agree is superseded by this Settlement Agreement; and

Whereas, NBGV has limited funds to pay Jesse Magallanes the Outstanding Amount; and

Whereas, the board of directors of NBGV has approved NBGV to issue 7,500,000 shares of its common stock (the "Settlement Shares") in full settlement of the Outstanding Amount and Jesse Magallanes  is willing to accept  the Settlement Shares in full settlement of the Outstanding Amount; and

Whereas the Parties wish to keep an amicable and respectful relationship with one another and to resolve all differences between the Parties;

NOW THEREFORE, in recognition of good and valid consideration the receipt and adequacy of which is hereby agreed, the Parties agree as follows:

Payment in NBGV Common Shares. NBGV hereby agrees to issue Jesse Magallanes the Settlement Shares as full payment for the Outstanding Amount.

1.Mutual Release and Indemnification. Once NBGV has issued the Settlement Shares to Jesse Magallanes, Jesse Magallanes expressly releases and hold harmless NBGV and its officers, directors and affiliates, from all liability for claims and/or damages of whatever nature related to or arising out of the his employment. Reciprocally, NBGV for its officers, directors and affiliates, expressly releases and hold harmless Jesse Magallanes from all liability for claims and/or damages of whatever nature related to the Outstanding Amount or relating to Jesse Magallanes's services as a company employee. 

2.Corporate Authority, Good Standing. Each of the Parties warrants and represents that it has legal authorization to enter into and to perform this Agreement. 

3.Governing Law and Arbitration and Miscellaneous. This Agreement shall be governed by California law without reference to any "conflicts-of-laws" provisions and any dispute concerning the subject matter hereof, if not resolved by Arbitration shall be subject to the exclusive jurisdiction, and Jesse Magallanes and NBGV and its officers and directors respectively submit to the jurisdiction, of courts sitting in California. Each of the foregoing agrees to submit any dispute hereunder to non­ binding arbitration using commercial rules of the American Arbitration Association and using only one arbitrator sitting in Utah and only after an unreasonable and unjustified delay by any one of the foregoing after a hearing on the dispute and rendering of a decision by the Arbitrator may the non-delaying party in the first instance or any other party in the second instance seek judicial relief for any claim under this Agreement or dealing with the subject matter hereof. This Agreement contains the entire agreement of the Parties regarding the subject matter of this Agreement, and there are no other promises or conditions in any other agreement whether oral or written. The Parties have attempted to limit the non-competition provision so that it applies only to the extent necessary to protect legitimate business and property interests. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. 

4.Confidentiality. The Parties agree to keep the terms and substance of this Agreement (including but not limited to any amounts paid pursuant thereto), and any of the underlying facts confidential and to refrain from disclosing the same at any future time, or to any other individual or entity whatsoever, except as NBGV 

may be required to report to the SEC and publicly disclose concerning this transaction and/or file with the SEC a copy of this Agreement.

----Signature Page Follows----

IN WITHESS WHEREOF, Jesse Magallanes and NBGV have executed the Agreement as of the Effective Date above.

 

EX-10.9

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into effective as of September, 1, 2020 (the “Effective Date”) between NewBridge Global Ventures, Inc. (the “Corporation”), and Brent Brown (the “Employee”).  At the Effective Date, this Agreement replaces and supersedes any and all previous employment or consulting/service agreements (both written and verbal) with NewBridge Global Ventures, Inc. (the “NBGV”) or any of its subsidiaries which will become null and void on the Effective Date. In consideration of the mutual covenants herein contained and the continued employment of Employee by Corporation, the parties agree as follows:

Duties and Scope of Employment.

Positions and Duties.  As of the Effective Date, Employee will serve as Controller (“Controller”) of the Corporation. Employee will render such business and professional services in the performance of his duties, consistent with Employee’s position within the Corporation and its subsidiaries or affiliates, as shall reasonably be assigned to him by the Corporation’s Board of Directors (the “Board”).

Obligations.  During the Term (as defined below), Employee will perform such duties faithfully and to the best of Employee’s ability in accordance with all Corporate rules and policies.  Employee will devote Employee’s business efforts and time to the Corporation as required and notify the Board of any other business activities on a current basis.

Term and termination.  This Agreement shall be effective during the period commencing on the Effective Date and terminating on August 30, 2021 (the “Term”); provided that the Term may be extended for successive periods by mutual written agreement within 30 days prior the end of the Term. If Employee is terminated prior to the Term of this agreement for reasons other than Cause, which has the meaning set forth below in Section 6. (a) (“Termination or Terminated”), then the Corporation shall provide the Employee with the following: i) twelve months of annual salary based on the salary at the time of termination, ii) twelve months of medical coverage in the form of $500 cash per month, iii) the immediate vesting of any stock options that have been granted to the Employee prior to termination, iv) Employee shall receive any amounts earned, accrued or owing but net yet paid to the Employee at the time of termination in a lump sum at the time of termination.

Confidentiality, Invention Assignment and Noncompetition Agreement.  Upon execution of this Agreement, Employee shall enter into the Confidential and Proprietary Information and Inventions Agreement attached hereto as Exhibit A (the “Confidential Agreement”).

At-Will Employment.  Notwithstanding anything to the contrary in this Agreement, the Corporation and Employee agree that Employee’s employment with the Corporation is and shall continue to be at-will and may be terminated by either party at any time with or without Cause (as defined below) or notice.  Any representation to the contrary is unauthorized and not valid unless in writing and signed by the Corporation. Nothing in this Agreement shall change

the at-will nature of Employee’s employment with the Corporation.  Neither Employee’s job performance nor promotions, bonuses or the like give rise to or in any way serve as the basis for modification, amendment, or extension, by implication or otherwise, of such employment relationship. If Employee’s employment terminates for any reason, Employee shall not be entitled to any payments, benefits, damages, awards or compensation other than (a) as provided by this Agreement or (b) as may otherwise be established under the Corporation’s then existing employee benefit plans or policies at the time of termination.

Compensation and Benefits.

Base Salary.  During the Term, the Corporation shall pay Employee as compensation for services rendered under this Agreement, a base salary of US$7,000 per month (the “Base Salary”), as may be increased from time to time by the board of directors, and which will be paid in accordance with the Corporations then prevailing payroll practices and be subject to required tax withholding. The corporation will neither pay nor accrue the Base Salary until Employee the earlier of: (i) the event of the initial Qualified Financing or (ii) the Board of Directors determines that the corporation is generating sufficient revenues to support the payment of the base salary, a determination which shall not be unreasonably withheld.

Equity Incentive.  The Employee will be granted 1,000,000 common shares of the Corporation’s Common Stock, par value $0.0001, (the “Shares”) at the Effective Date. The shares shall vest over a period of one year, 25% of the shares upon the successful closing of the initial financing with 100% vesting at the end of the first year.

Bonus. Employee will receive a bonus of $10,000 upon the successful closing of the initial Qualified Financing. Employee may also be eligible for a bonus of a certain targeted amount (the “Bonus”), based on achievement of certain bonus objectives specific to Employee’s role that have been mutually agreed by Employee and the Corporation, as determined annually and in writing by February 28th of each calendar year in the discretion of the Board. The Bonus shall be paid in accordance with the bonus policies and procedures determined by the Board at the time of establishing the bonus objectives; provided that to be eligible to receive a Bonus, Employee (i) must be employed by the Corporation at the date on which such Bonus is paid by the Corporation and (ii) must not have materially breached this Agreement at any time during the period on which such Bonus is based and continuing until the time of payment of such Bonus.

Expenses. The Corporation will reimburse Employee for business-related expenses which are approved by the Board and are actually incurred by Employee in the furtherance of or in connection with the performance of Employee’s duties hereunder.  All expense reimbursement shall be paid in accordance with the Corporations expense reimbursement policy and prevailing payroll practice as in effect from time to time.

Definitions.  For purposes of this Agreement:

“Cause” means (A) Employee’s failure to perform his or her assigned duties or responsibilities as Employee (other than a failure resulting from the Employee’s Disability (as defined below)) 30 days after notice thereof from the Corporation describing Employee’s failure to perform such duties or responsibilities in reasonable detail; (B) Employee engaging in any act of dishonesty, fraud or misrepresentation that was or is injurious to the Corporation or its affiliates; (C) Employee’s violation of any federal or state law or regulation applicable to the business of the Corporation or its affiliates that was or is injurious to the Corporation or its affiliates; (D) Employee’s failure to cure any breach of any confidentiality agreement or invention assignment agreement between Employee and the Corporation (or any affiliate of the Corporation) within 30 days after notice thereof from the Corporation describing such breach in reasonable detail; or (E) Employee being convicted of, or entering a plea of nolo contendere to, any felony or committing any act of moral turpitude.

“Disability” means a determination by an independent medical doctor (selected by the Corporation and consented to by Employee or his legal representative, which consent will not be unreasonably withheld), after consultation with Employee’s physician and an examination of Employee, that Employee has for sixty (60) consecutive days been disabled in a manner which renders him substantially unable to perform his responsibilities as an Employee of the Corporation.

“Qualified Financing” shall mean additional financing from any third party in the aggregate amount of not less than Two Million Five Hundred Thousand Dollars ($2,500,000).

Miscellaneous Provisions.

Assignment.  Neither party shall assign or transfer this Agreement without the prior written consent of the other party; provided that the Corporation may assign or transfer this Agreement to any successor to the Corporation (whether direct or indirect and whether by purchase, lease, merger, consolidation, liquidation or otherwise) to all or substantially all of the Corporations business or assets and such successor shall assume the Corporations obligations hereunder and agree in writing to perform such obligations.  Notwithstanding the foregoing, the terms of this Agreement shall inure to the benefit of, and be enforceable by, the representatives, executors, administrators, successors, heirs, distributees, devisees, legatees and permitted assigns, as applicable, of each party.

Notices.  Notices and all other communications given under this Agreement shall be in writing (including by electronic means) and shall be deemed to have been duly given on the earlier to occur of (i) receipt, (ii) personal delivery, (iii) when sent by facsimile or electronic mail (with evidence of transmission by the transmitting device), (iv) one day after being sent with a commercial overnight service or (v) four days after deposit with U.S. registered or certified mail, return receipt requested and postage prepaid.  In the case of Employee, notices shall be sent to the primary residence, facsimile and email address of Employee on file with the Corporation or such other address or number communicated to the Corporation in writing.  In the case of the

Corporation, notices shall be sent to its headquarters and principal facsimile and email address or such other address or number communicated to Employee in writing.

Amendment; Waiver.  No provision of this Agreement may be waived, altered, or modified unless in writing and signed by Employee and by an authorized officer of the Corporation (other than Employee).  No waiver by either party of any provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of a future waiver of the same provision.

Entire Agreement.  This Agreement, together with all exhibits hereto, represents the entire agreement and understanding between the parties as to the subject matter hereto and thereto and supersedes all prior or contemporaneous agreements, whether written or oral, with respect to the subject matter hereto and thereto.

Taxes.  All forms of compensation referred to in this Agreement will be paid subject to applicable withholding and payroll taxes.

Governing Law.  This Agreement shall be governed by the internal substantive laws, but not the conflicts of law rules, of the State of California.

Survival. Notwithstanding anything to the contrary in this Agreement, Sections 3 and 7 shall survive termination of this Agreement.

Acknowledgment.  Employee has had the opportunity to consult independent legal counsel, has carefully read and fully understands all the provisions of this Agreement, and is knowingly and voluntarily entering into this Agreement without duress or undue influence.

Severability.  In the event any provision of this Agreement is determined to be invalid or unenforceable, such provision shall be deemed severed from the remainder of this Agreement and replaced with a valid and enforceable provision as similar in intent as reasonably possible to the provision so severed and shall not cause the invalidity or unenforceability of the remainder of this Agreement.

Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

----------Signature Page Follows---------

IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement as of the dates set forth below effective as of the Effective Date.

NEWBRIDGE GLOBAL VENTURES, INC.

By: ____________________________________ 

Name: Lance Dalton

Title: President

Date:

“EMPLOYEE”

By:  _____________________________________________

Name: Brent Brown

Title: Controller

Date: September 1, 2020

EXHIBIT A

Confidential and Proprietary Information and Inventions Agreement

In consideration of my employment by NewBridge Global Ventures, Inc. (the “Company”), the compensation now and hereafter paid to me and access to Corporation confidential information, I, Brent Brown (the “Employee”), hereby agree as follows:

1. NON-DISCLOSURE

1.1. Recognition of the Company's Rights; Non-disclosure. At all times during my employment and for two years thereafter, I will hold in strictest confidence and will not disclose, use, lecture upon or publish any of the Company's Confidential and Proprietary Information (defined in Section 1.2. herein), except as such disclosure, use or publication may be required in connection with my work for the Company, or unless an officer of the Company expressly authorizes such in writing, or unless and to the extent that the Company’s Confidential and Proprietary Information becomes generally known to and available for use by the public other than as a result of Employee’s acts or omissions to act, or unless such information is required to be disclosed pursuant to any applicable law, court order or other governmental body or administrative or other agency. I will obtain the Company's written approval before publishing or submitting for publication any material (written, verbal, or otherwise) that relates to my work at the Company and/or incorporates any Confidential and Proprietary Information. I hereby assign to the Company any rights I may have or acquire in such Confidential and Proprietary Information and recognize that all Confidential and Proprietary Information shall be the sole property of the Company and its assigns unless otherwise required by law.

1.2. Confidential and Proprietary Information. As used herein, the term "Confidential and Proprietary Information" shall mean confidential information relating to the Company's products, business, and operations, including, but not limited to, the business plans, financial records, strategies, customers, potential customers, customer retention and service strategies and plans, suppliers, prospective suppliers, vendors, licensees, licensors, products, product samples, costs, margins, procurement processes, sources, strategies, inventions, procedures, sales aids or literature, technical advice or knowledge, contractual agreements and preferences, pricing, price lists, product specifications, trade secrets, distribution methods, inventories, marketing strategies and interests, inventions, pending patent applications, formulae, algorithms, data, designs, formulations, methods, drawings, work sheets, blueprints, concepts, samples, inventions, manufacturing processes, computer programs and systems and know-how or other intellectual property, of the Company and its affiliates. All Confidential and Proprietary Information shall remain the sole and exclusive property of the Company. Confidential Information also includes any information described above that the Company obtains from its clients or any other third party and that the Company treats as confidential, whether or not owned or developed by the Company.

1.3. Third-Party Information. I understand, in addition, that the Company has received and, in the future will receive from third parties confidential or proprietary information ("Third-Party 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. During the term of my employment and thereafter, I will hold Third-Party Information in the strictest confidence and will not disclose to anyone (other than Company personnel who need to know such information in connection with their work for the Company) or use, except in connection with my work for the Company, Third-Party Information unless expressly authorized by an officer of the Company in writing.

1.4. No Improper Use of Information of Prior Employers and Others. During my employment by the Company I will not improperly use or disclose any confidential information or trade secrets, if any, of any former employer or any other person to whom I have an obligation of confidentiality, and I will not bring onto the premises of the Company any unpublished documents or any property belonging to any former employer or any other person to whom I have an obligation of confidentiality unless consented to in writing by that former employer or person. I will use in the performance of my duties only information that is generally known and used by persons with training and experience comparable to my own, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by the Company.

1.5. No Interference with NLRA or Reporting Rights. This Agreement is not intended to interfere with or restrain employee communications regarding wages, hours, or other terms and conditions of employment or to otherwise interfere with any rights Employee has under the National Labor Relations Act. This Agreement does not prohibit Employee from reporting possible legal violations to the government or from making other disclosures to the government that are protected under federal or state whistleblower provisions.

1.6. Defend Trade Secrets Act. NOTICE is hereby given that this agreement does not affect any immunity under 18 U.S.C. §§ 1833(b)(1) or (2). For the purposes of these subsections only, which are reproduced below, individuals performing work as contractors or consultants are considered to be employees.

(1) An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

(2) An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order. Further, Employee understands that in the event that disclosure of the Company’s trade secrets was not done in good faith pursuant to the above, Employee will be subject to substantial damages, including punitive damages and attorney’s fees.

1.7. Acknowledgments.

I acknowledge that the Company would suffer irreparable harm if I fail to comply with this Agreement, and that the Company would be entitled to any appropriate relief, including equitable relief.

I acknowledge that without access to the Company’s Confidential and Proprietary information, I would not receive such information from other sources.

I acknowledge that I will return all of the Company’s Confidential and Proprietary Information upon termination of employment (see Section 5. herein for more detail on the return of Company documents).

I acknowledge that I have received adequate consideration for signing this Agreement.

I acknowledge that this Agreement is reasonable in scope and duration and the restrictions placed on me by the Company to protect its Confidential and Proprietary Information are reasonable.

I acknowledge that this agreement will not prevent me from finding future gainful employment in my chosen occupation.

I acknowledge the Company expended substantial time, effort, and capital to develop, maintain, and safeguard its Confidential and Proprietary Information.

I acknowledge the Company’s Confidential and Proprietary Information is unique, private, valuable, and confidential, and I will be privy to such Confidential and Proprietary Information.

I acknowledge the confidentiality covenants contained in this Agreement are independent of any other rights or responsibilities of the parties; thus, the confidentiality covenants will remain in effect even if either party breaches the other’s rights or responsibilities or initiates a claim.

2. ASSIGNMENT OF INVENTIONS

2.1. Proprietary Rights and Inventions. The term “Invention” shall include anything that may be patentable or copyrightable as well as any discovery, development, design, formula, improvement, invention, original work of authorship, software program, process, technique, trade secret and any other form of information that derives independent economic value from not being generally known to the public, whether or not registrable or protectable. The term "Proprietary Rights" shall mean all trade secret, patent, copyright, mask work and other intellectual property rights throughout the world.

2.2. Prior Inventions. Inventions, if any, patented or unpatented, that I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit 2 (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement (collectively referred to as "Prior Inventions"). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit 2 but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit 2 for such purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions (defined in Section 2.3.) without the Company's prior written consent. Employee shall have until February 2, 2019 to finalize information on Exhibit 2 at which time the Company and Employee will each date an initial Exhibit 2 and any additional sheets.

2.3. Assignment of Inventions. Subject to Sections 2.4. and 2.6., I hereby assign and agree to assign in the future (when any such Inventions or Proprietary Rights are first reduced to practice or first fixed in a tangible medium, as applicable) to the Company all my right, title and interest in and to any and all Inventions (and all Proprietary Rights with respect thereto) whether or not patentable or registrable under copyright or similar statutes, made or conceived or reduced to practice or learned by me, either alone or jointly with others, during the period of my employment with the Company. Inventions assigned to the Company, or to a third party as directed by the Company pursuant to Section 2.6. herein, are hereinafter referred to as "Company Inventions."

2.4. No Information in this Section.

2.5. Obligation to Keep the Company Informed of Employment and Post-employment Inventions. During the period of my employment and for twelve months after termination of my employment with the Company, unless otherwise provided by law, I will promptly disclose to the Company fully and in writing all Inventions authored, conceived or reduced to practice by me, either alone or jointly with others. In addition, I will promptly disclose to the Company all patent applications filed by me or on my behalf within one year after termination of employment. At the time of each such disclosure, I will advise the Company in writing of any Inventions that I believe fully qualify for protection under Section 2.4; and I will at that time provide to the Company in writing all evidence necessary to substantiate that belief. The Company will keep in confidence and will not use for any purpose or disclose to third parties without my prior written consent any confidential information disclosed in writing to the Company pursuant to this Agreement relating to Inventions that qualify fully for protection under the provisions of Section 2.4. I will preserve the confidentiality of any Invention that does not fully qualify for protection under Section 2.4.

2.6. Government or Third Party. I also agree to assign all my right, title and interest in and to any particular Company Invention to a third party, including without limitation the United States, as directed by the Company.

2.7. Works for Hire. I acknowledge that all original works of authorship that are made by me (solely or jointly with others) within the scope of my employment and that are protectable by copyright are “works made for hire,” pursuant to United States Copyright Act (17 U.S.C. § 101).

2.8. Enforcement of Proprietary Rights. I will assist the Company in every proper way to obtain, and from time to time enforce, United States and foreign Proprietary Rights relating to Company Inventions in any and all countries. To that end I will execute, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining and enforcing such Proprietary Rights and the assignment thereof. In addition, I will execute, verify and deliver assignments of such Proprietary Rights to the Company or its designee. My obligation to assist the Company with respect to Proprietary Rights relating to such Company Inventions in any and all countries shall continue beyond the termination of my employment, but the Company shall compensate me at a reasonable rate after my termination for the time actually spent by me at the Company's request on such assistance. In the event the Company is unable for any reason, after reasonable effort, to secure my signature on any document needed in connection with the actions specified in the preceding paragraph, I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney in fact, which appointment is coupled with an interest, to act for and in my behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of the preceding paragraph with the same legal force and effect as if executed by me. I hereby waive and quitclaim to the Company any and all claims, of any nature

whatsoever, which I now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

3. RECORDS

I agree to keep and maintain adequate and current records (in the form of notes, sketches, drawings and in any other form that may be required by the Company) of all Confidential and Proprietary Information developed by me and all Company Inventions made by me during the period of my employment at the Company, which records shall be available to and remain the sole property of the Company at all times.

4. NO CONFLICTING OBLIGATION

I represent that my performance of all the terms of this Agreement and as an employee of the Company does not and will not breach any agreement to keep in confidence information acquired by me in confidence or in trust prior to my employment by the Company. I have not entered into, and I agree I will not enter into, any agreement either written or oral in conflict herewith.

5. RETURN OF COMPANY DOCUMENTS

When I leave the employ of the Company, I will deliver to the Company any and all drawings, notes, memoranda, specifications, devices, formulas, and documents, together with all copies thereof, and any other material containing or disclosing any Company Inventions, Third Party Information, or Confidential and Proprietary Information of the Company. I further agree that any property situated on the Company's premises and owned by the Company, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by the Company personnel at any time with or without notice. Prior to leaving, I will cooperate with the Company in completing and signing the Company's termination statement.

6. LEGAL AND EQUITABLE REMEDIES

Because my services are personal and unique and because I may have access to and become acquainted with the Confidential and Proprietary Information of the Company, to the extent permitted by law, the Company shall have the right to enforce this Agreement and any of its provisions by injunction, specific performance or other equitable relief, without bond and without prejudice to any other rights and remedies that the Company may have for a breach of this Agreement.

7. NOTICES

Any notices required or permitted hereunder shall be given to the appropriate party at the address specified below or at such other address as the Party shall specify in writing. Such notice shall be deemed given upon personal delivery to the appropriate address or if sent by certified or registered mail, five days after the date of mailing.

Company Address: 1 Hawthorne Street Suite 24A, San Francisco, CA 94105 

Employee Address: 

8. NOTIFICATION OF NEW EMPLOYER

In the event that I leave the employ of the Company, to the extent permitted by law, I hereby consent to the notification of my new employer of my rights and obligations under this Agreement, and that the Company may send a copy or a redacted copy of this Agreement to my new employer.

9. GENERAL PROVISIONS

9.1. Governing Law; Consent to Personal Jurisdiction. Any dispute arising under this Agreement will be governed by the law of California and will be litigated in the appropriate state or federal court located in Alameda, California. Employee hereby submits to the jurisdiction of such courts in the event of any such dispute.

9.2. Severability. In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. If moreover, any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear.

9.3. Successors and Assigns. This Agreement will be binding upon my heirs, executors, administrators and other legal representatives and will be for the benefit of the Company, its successors and its assigns.

9.4. Survival. The provisions of this Agreement shall survive the termination of my employment, the termination of this Agreement, and the assignment of this Agreement by the Company to any successor in interest or other assignee.

9.5. At-will Employment. I agree and understand that nothing in this Agreement shall confer any right with respect to the continuation of my employment by the Company, nor shall it interfere in any way with my right or the Company’s right to terminate my employment at any time, with or without cause.

9.6. Waiver. No waiver by the Company of any breach of this Agreement shall be a waiver of any preceding or succeeding breach. No waiver by the Company of any right under this Agreement shall be construed as a waiver of any other right. The Company shall not be required to give notice to enforce strict adherence to all terms of this Agreement.

9.7. Entire Agreement. The obligations pursuant to Sections 1. and 2. of this Agreement shall apply to any time during which I was previously employed, or am in the future employed, by the Company as a consultant if no other agreement governs non-disclosure and assignment of inventions during such period. This Agreement is the final, complete and exclusive agreement of the Parties with respect to the subject matter hereof and supersedes and merges all prior

discussions between us. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing and signed by the Party to be charged. Any subsequent change or changes in my duties, salary or compensation will not affect the validity or scope of this Agreement.

This Agreement shall be effective as of the Effective Date of my Employment Contract with NewBridge Global Ventures Inc., namely: September 1, 2020.

I HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS. I UNDERSTAND I HAVE THE RIGHT TO OBTAIN AN ATTORNEY AT MY EXPENSE TO REVIEW THIS AGREEMENT BEFORE ACCEPTING IT. I WAS NOT COERCED IN ANY MANNER TO SIGN THIS AGREEMENT.

Dated: September 1, 2020

Signature

Brent Brown

ACCEPTED AND AGREED TO, NEWBRIDGE GLOBAL VENTURES, INC.:

By:_____________________

Signature of Authorized Director

Lance Dalton

President

EX-10.10

ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS

This Assignment and Assumption on of Membership InterestsAgreement (this “Agreement"') is entered  into as of  August  31, 2020  by  and  between  Innovative  Separations.  LLC  NB (“Assignor"). and New Bridge Global Ventures. Inc. (“Assignee”).

WHEREAS. Assignor owns 50% of membership interests (“Assigned Interests”) of Innovative Separations NB, LL C. a Nevada limited liability company (“Company") and

WHEREAS . Assignor has agreed to assign. transfer and sell to Assignee. and Assignee has agreed to purchase from Assignor all of  Assignor's  right ,  title and  interest in  the  Assigned  Interests for a total purchase price of 1,500,000 common shares par value $0.000 l of New Bridge Global Ventures. Inc. --NBGY Stock"

NOW. THEREFORE , in consideration of the mutual covenants. terms and conditions set forth in this Agreement. and fi.)r other good and valuable consideration. the receipt and sufficiency of which are hereby) acknowledged, the parties agree as follows:

I .        Assignment.  Assignor hereby assigns and  transfers to Assignee all of the Assignors  right. title and interest in and to the Assigned Interest, including all voting. consent and financial rights now or hereafter existing and associated with ownership of the Assigned Inter est.

2.Representations and Warranties of Assignor.The Assignor represents and warrants that (a) Assignor is the true and lawful owner of the Assigned Interest and has good title to the same: (b) the Assignor has made 110 prior assignment or saleof the Assigned   Interest and that no other person or entity has any right   title or interest therein: (c) the execution and delivery hereof by the Assignor and the 

assignment of all its right. title and interest in and to the Assigned Interest does not contravene any agreement to which the Assignor is a pa11y or by which it or its prope11y. or the Corporation’s property is bound: ( u) no liens encumbrances. charges or security interests of any kind exist on the date hereof against the Assigned Interest: and (e) Assignor hereby warrants and defends title to the Assigned Interest to Assignee against the claims and demands of all per sons.

3.Representationsand Warranties of Assignee. Assignee represents , warrants and agrees that Assignee is acquiring the securities represented by the Assigned Interest for its own account. solely for investment purposes. and not with a view to resale of said securities. 

4.Acceptance by Assignee. Assignee: (a) accepts the assignment of all of Assi gnor’sright. title and interest in and to the Assigned Interest: and (b) agrees to be bound by all of the term s. covenant s. and 

conditions of this Agreement and of that ce11ain Operating Agreement of the Company. as amended (the '"Operating Agreement”). a true. complete and correct copy of which is attached hereto as Exhibit A. Assignee hereby indemnifies and holds Assignor, and its manager. Directors. employees. members and agents harm less against any and all losses. costs and expenses (including reasonable attorneys arisingout of any obligations of Assignee relating to the Assigned Interest which occur on or after. or arise from events occurring on or after. the date hereof.

5.Absolute Conveyance. The  conveyance  of  the  Assigned  Interest  hereunder  is  an  absolute transfer w Assignee. free and clear of all liens and restrictions . 

6.Heirs. Successors and Assigns. This Agreement shall bind and inure to the benefit of the pai1ies hereto and their respective SL1ccessors and assigns. 

7.Governing Laws. This Agreement and all other instruments referred to herein shall be governed 

b). and shall be construed according to. the laws of the State of Nevada, without regard to conflict or law rules.

8.Counterparts. This Agreement may be executed in any number of counterparts, each of which 

\when so executed and delivered shall be deemed an original for all purposes, and all such counterparts shall together constitute but one and the same instrument.. A signed copy of' this Agreement delivered by either facsimile or e-mail shall be deemed to have the same legal effect as delivery of' an original signed copy of this; Assignment. Notwithstanding the foregoing. each party hereto shall deliver original counterpart signaturesto the other parties on or before the date hereof

9.Amendments and Modifications. This Agreement may not be modified or amended 111 any manner other than by a written agreement signed by the party to he charged. 

10.Defined Terms. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Operating Agreement. 

IN WITNESS WHEREOF, the parties s hereto have executed this Agreement as of' the date set forth above.

 

EX-10.11

Interim Services Agreement

Effective date of this Agreement is September 1, 2020

Lance Dalton

President

NewBridge Global Ventures, Inc.

Lance@newbridgegv.com

Dear Lance:

Rob Summers (“Summers,” “me,” “I”) is pleased that NewBridge Global Ventures, Inc. (“Corporation,” “you” or “your”) has selected me to provide you with outsourced interim services.  The services (the “Services”) and fees will be more particularly described on the Schedule attached hereto and will be provided by me.  

Engagement.  You will be solely responsible for providing me day-to-day guidance, supervision, direction, assistance and other information necessary for the successful and timely completion of the Services.  I will have no oversight, control, or authority over the Corporation or its employees.  The Corporation acknowledges that it is solely responsible for the sufficiency of the Services for its purposes.  If not you, the Corporation will designate a management-level individual to be responsible for overseeing the Services, and I will report directly to such individual with respect to the provision of the Services.  The Corporation will not permit or require me to be the ultimate decision making authority for any material decision relating to your business.  

Fees and Expenses.  You will pay me the fees set forth on the applicable Schedule.  In addition, you will reimburse me directly for all travel and out-of-pocket expenses incurred in connection with this agreement.  

Payment Terms.  Payments to me are in the form of Corporate common stock as described on the Schedule attached.  

Effective Date and Termination.  This agreement will be effective as of September, 2020.  In the event that a party commits a breach of this agreement (including any Schedule) and fails to cure the same within 5 days following delivery by the non-breaching party of written notice specifying the nature of the breach, the non-breaching party may terminate this agreement or the applicable Schedule effective upon written notice of such termination.  The termination rights set forth in this Section are in addition to and not in lieu of the termination rights set forth in each of the Schedules.

Governing Law, Mediation and Witness Fees.

(a)This agreement will be governed by and construed in accordance with the laws of the State of Utah. 

(b)In the event any dispute or controversy arises between me and the Corporation relating to the terms and conditions of this Agreement, or the alleged breach thereof, I agree and the Corporation agrees that prior to initiating any action in connection with such dispute or controversy we shall submit the dispute or controversy to non-binding mediation to be conducted in Utah under the Commercial Mediation Rules of the American Arbitration Association.  Notwithstanding the foregoing agreement to mediate any such dispute or controversy, (a) upon the passage of 30 days from the date such dispute or controversy is submitted to mediation, either party may commence litigation for the purpose of resolving the dispute or controversy, and (b) the foregoing agreement shall not limit the ability of either party to obtain temporary or permanent injunctive relief at any time for the purpose of restraining a party to this Agreement from any continuing or threatened breach of this Agreement.  The parties waive trial by jury in any action, proceeding or counterclaim brought by either of them against the other on all matters arising out of this Agreement.   

(c)In the event I am requested or authorized by you or required by government regulation, subpoena, or other legal process to produce documents or appear as witnesses in connection with any action, suit or other proceeding initiated by a third party against you or by you against a third party, you will, so long as I am not a party to the proceeding in which the information is sought, reimburse me for my time (based on customary rates) and expenses incurred in responding to such requests.  This provision is in addition to and not in lieu of any indemnification obligations the Company may have under this agreement. 

Miscellaneous.  

(a)This agreement together with all Schedules constitutes the entire agreement between us with regard to the subject matter hereof and supersedes any and all agreements, whether oral or written, between us with respect to its subject matter.  No amendment or modification to this agreement will be valid unless in writing and signed by both parties.   

(b)If any portion of this agreement is found to be invalid or unenforceable, such provision will be deemed severable from the remainder of this agreement and will not cause the invalidity or unenforceability of the remainder of this agreement, except to the extent that the severed provision deprives either party of a substantial portion of its bargain.   

(c)Neither party will be deemed to have waived any rights or remedies accruing under this agreement unless such waiver is in writing and signed by the party electing to waive the right or remedy.  The waiver by any party of a breach or violation of any provision of this agreement will not operate or be construed as a waiver of any subsequent breach of such provision or any other provision of this agreement.   

(d)Neither party will be liable for any delay or failure to perform under this agreement (other than with respect to payment obligations) to the extent such delay or failure is a result of an act of God, war, earthquake, civil disobedience, court order, labor dispute, or other cause beyond such party’s reasonable control.  

(e)You may not assign your rights or obligations under this agreement without the express written consent of me.  Nothing in this agreement will confer any rights upon any person or entity other than the parties hereto and their respective successors and permitted assigns and me.   

(f)The expiration or termination of this agreement or any Schedule will not destroy or diminish the binding force and effect of any of the provisions of this agreement or any Schedule that expressly, or by reasonable implication, come into or continue in effect on or after such expiration or termination, including, without limitation, provisions relating to payment of fees and expenses (including witness fees and expenses and liquidated damage fees), governing law, arbitration, limitation of liability and indemnity. 

(g)You agree to reimburse me for all costs and expenses (including, without limitation, reasonable attorneys’ fees, court costs and arbitration fees) incurred by me in enforcing collection of any monies due under this agreement. 

I appreciate the opportunity to serve you and believe this agreement accurately reflects our mutual understanding of the terms upon which the Services will be provided.  I would be pleased to discuss this agreement with you at your convenience.  If the foregoing is in accordance with your understanding, please sign a copy of this agreement and return it to my attention.

Signature Page Follows

_________________________________

Rob Summers

Accepted and agreed:

NewBridge Global Ventures, Inc.

By: __________________________

Name: Lance Dalton

Title: President

Effective Date: September, 1, 2020

Schedule to Interim Services Agreement

This Schedule is entered into in connection with that certain Interim Services Agreement, effective September, 1, 2020 (the “Agreement”), by and between Rob Summers (“Summers,” “me,” “I”) and NewBridge Global Ventures, Inc. (“Corporation,” “you” or “your”) and will be governed by the terms and conditions of the Agreement. 

Service Description or Position:  Fulfill responsibilities as directed by the Corporation complete all SEC accounting and reporting and assist with any and all financial reporting and accounting.

Company Supervisor:  Lance Dalton; President of the Corporation and other Corporate managers or Corporate consultants as may be assigned in the future.

Start Date: September, 1 , 2020

Minimum Term: The term for this agreement will be through the termination effective date of August 31, 2021 unless extended by written notice and agreed to by both Parties or terminated by “Summers”.

Termination:  

(a)  I will continue to provide the Services until the termination effective date or by me “Summers”. 

(b)I may terminate this Schedule immediately upon written notice to the Corporation if the Corporation is engaged in or asks me to engage in or ignore any illegal or unethical activity.  The termination rights set forth in this section are in addition to and not in lieu of the termination rights set forth in the Agreement. 

Fees:  You will pay to me a fee of 1,000,000 shares of NewBridge Global Ventures, Inc. common stock par value $0.0001 for my services through termination as set forth in paragraph (a) above.  In addition, you will receive a bonus of $50,000.00 upon the successful closing of the initial Qualified Financing.  The Bonus shall be paid in accordance with the bonus policies and procedures determined by the Board at the time of establishing the bonus objectives; provided that to receive a Bonus, Employee (i) must be employed by the Corporation at the date on which such Bonus is paid by the Corporation and (ii) must not have materially breached this Agreement at any time during the period on which such Bonus is based and continuing until the time of payment of such Bonus.

“Qualified Financing” shall mean additional financing from any third party in the aggregate amount of not less than Two Million Five Hundred Thousand Dollars ($2,500,000).

Billings:  Fees will be considered fully paid upon the issuance of the common stock.

Out of pocket costs will be billed weekly or as needed.  Any anticipated out of pocket costs over $1,000 will be discussed prior to incurring those costs.

In the event of a conflict between the terms and conditions of this Schedule and the Agreement, the terms and conditions of the Agreement will control.

Rob SummersNewBridge Global Ventures, Inc. 

____________________________By: _________________________ 

Name: Lance Dalton 

IndividualTitle: President 

Effective Date per aboveEffective Date per above