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

Appointment of Chief Acquisition Officer and Compensatory Arrangements

On October 25, 2018, the Board of Directors (the “Board”) of the Company ratified the appointment of Mr. Sean Fitzpatrick as the Company’s Chief Acquisition Officer (“CAO”) and approved the Company’s entrance into an employment agreement with Mr. Fitzpatrick (the “Fitzpatrick Employment Agreement”).

Mr. Fitzpatrick is currently the President of LegalSimpli Software LLC (“LSS”), a majority owned subsidiary of the Conversion Labs PR.

Mr. Fitzpatrick, age 35, combines over 10 years of experience in marketing with a strategic approach to margin optimization following a career in bankruptcy law. Previously, he had been involved in ten companies holding positions including Head of Customer Acquisition and Senior Director of Marketing and adviser to SEO Radar. From 2014 through 2018, Mr. Fitzpatrick was the Head of Customer Acquisition for BOLD PR LLC, an online technology company in the competitive career space. From 2008 to 20018, he was a consultant of multiple companies including Reply! Inc., YouCaring LLC (now part of GoFundMe) and Jolly Technology Inc. Mr. Fitzpatrick has an undergraduate degree from University of California, Santa Cruz, a Juris Doctor from Santa Clara University, School of Law, and is an active member of the California Bar Association in good standing.

There is no arrangement or understanding between Mr. Fitzpatrick and any other persons pursuant to which Mr. Fitzpatrick was selected as an officer. There are no family relationships between Mr. Fitzpatrick and any director, executive officer or person nominated or chosen by the Company to become a director or executive officer of the Company within the meaning of Item 401(d) of Regulation S-K under the U.S. Securities Act of 1933 (“Regulation S-K”). Since the beginning of the Company’s last fiscal year, the Company has not engaged in any transaction in which Mr. Fitzpatrick had a direct or indirect material interest within the meaning of Item 404(a) of Regulation S-K.

Pursuant to the Fitzpatrick Employment Agreement, by and between the Company, Conversion Labs PR and Mr. Fitzpatrick, Mr. Fitzpatrick will receive an annual base salary of Seventy-Two Thousand Dollars ($72,000) (the “Base Salary”). Mr. Fitzpatrick will receive from Conversion Labs PR a preferred equity interest issued by Conversion Labs PR which is equal to the lesser of 100% of the Qualifying Cash (as defined in the Amended Operating Agreement) available for distribution during any month and $6,000.00 subject to the terms of the Amended Operating Agreement (the “Equity Interest”).

The Equity Interest is not payable by the Company and will not be reflected in the Company’s books and records. In addition, Mr. Fitzpatrick will be eligible for a performance based bonus payable in cash is to be determined within the first ninety (90) days of Fitzpatrick’s employment.

As a full-time employee of the Company, Mr. Fitzpatrick will be eligible to participate in all of the Company’s benefit programs.

The Company or Mr. Fitzpatrick may terminate the employment of Mr. Fitzpatrick at any time and for any reason, with or without notice. In the event of termination, Mr. Fitzpatrick shall be entitled to all option shares vested prior to the date of termination.

The Fitzpatrick Agreement is for a term of five (5) years commencing on July 23, 2018 (the “Term”).

The Company believes that Mr. Fitzpatrick may be a “Named Executive Officer” as defined by Item 402 of Regulation S-K during the fiscal year ended December 31, 2018.

Mr. Fitzpatrick will also receive a warrant (the “Fitzpatrick Warrant”) to purchase five million (5,000,000) shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), exercisable for a period of ten (10) years at an exercise price of $0.30 per share which vests pursuant to the vesting schedule contained in the Fitzpatrick Warrant.

The foregoing description of the Fitzpatrick Agreement and Fitzpatrick Warrant do not purport to be complete and are qualified in their entirety by the full text of which are filed as Exhibit 10.2 and 10.3, respectively, hereto and are incorporated herein by reference.