RedHawk Holdings Corp (fka SNDD)

[Jellyfish]

Dr. Drew! DR. Drew's Consultant & Spokesperson agreement:
This sets forth the agreement dated as of July 19, 2019 between RedHawk Holdings Corp., RedHawk Medical Products & Services LLC, and any related or affiliated entities (individually and collectively, “RedHawk”), on one side, and Drew Pinsky, Inc. (“DPI”) f/s/o Dr. Drew Pinsky following terms and conditions for Consultant to be the exclusive spokesperson for the SANDD mini needle incineration unit, SANDD Pro needle incineration unit and any related products and/or accessories (individually and collectively, the “Product”).
https://www.otcmarkets.com/filing/conv_pdf?id=13552470&guid=26gIUKL-szc4E3h
https://twitter.com/drdrew
For good and valuable consideration, the parties hereby agree as follows:
1. For the Product video testimonials (one to three, 2-3 minute spots and one 30 minute infomercial) featuring Consultant (individually and collectively
“Spots” herein), The test period will be 90 days, then an additional 30 days only if any corrective action or edits on the Spots are necessary.
2. The Product Spots test period will commence no later than September 15, 2019.
3. Territory: Worldwide.
4. The initial period (“Initial Period”) shall commence as of the date hereof and shall continue for a period of two (2) years following the commencement of the “Campaign” which shall be deemed to start on any initial broadcast/distribution/airing/mailing of the Spots following the test period, publicity/promotion materials, social media or other media using Consultant’s name and/or likeness in connection with Product (“Media Materials”) following the test period. However, in all events the Campaign shall be commenced no later than 90 days after the test period ends.
There shall be an automatic, immediately consecutive two (2)-year extension period (“Extension Period”) which shall commence upon the expiration of the Initial Period unless DPI sends RedHawk written notice of DPI’s intention to not extend at least 60 days prior to the end of the Initial Period. The Initial Period and the Extension Period are sometimes individually and collectively referred to as the “Media Period” herein. The “Term” of this agreement shall commence as of the date hereof and continue for the duration of the Media Period and for one (1) year thereafter for the collection and payment of the “Royalty” (as defined below).
5. Media/Usage: Product Spots, Direct Response TV commercials, Audiovisual Digital platforms, Search Engine Marketing, Social Media, PR, email to
existing customers of RedHawk or 3 rd party agencies opt-in email lists who have opted to receive emails ( not any unsolicited or so-called spam emails or
email blasts) and Product inserts shall all solely be in connection with marketing, promotion and advertising of the Product


(a) Consultant shall provide six (6) social media posts during each year of the Media Period that will be organic and honest (RedHawk shall be responsible for FTC compliance, e.g. , #sponsored, etc.) and RedHawk acknowledges that what Consultant posts must be truthful, factual and conform with FTC or any other governmental or medical entity rules, regulations and guidelines.
(b) DPI shall additionally furnish the services of Consultant to perform the following services as brand ambassador for the Product:
(i) provide video testimonial in the Spots for the Products;
(ii) provide up to two (2) posts monthly on Twitter, Instagram, FB, etc.;
(iii) two (2) mutually approved appearances annually subject to Consultant’s reasonable availability; and
(iv) such other additional posts, services, appearances, etc., as mutually agreed to by Consultant and RedHawk