CLOK Cipherloc Corporation (QB)

Effective November 25, 2019, the board of directors of CipherLoc Corporation (the “Company”) appointed Andrew Borene as Chief Executive Officer of the Company. Mr. Borene replaces Tom Wilkinson, the Company’s Interim Chief Executive Officer, who will continue as chairman of the board of directors.

In connection with Mr. Borene’s appointment as Chief Executive Officer, the Company entered into an Employment Agreement with Mr. Borene (the “Borene Employment Agreement”), pursuant to which he will receive a base annual salary of $350,000, payable in accordance with the Company’s standard payroll schedule, and other customary benefits. In connection with his appointment, Mr. Borene also received options to purchase up to 500,000 shares of the Company’s common stock (the “Options”). The Options have an exercise price of $0.75 per share and vest as follows: 166,666 shares vest on November 26, 2020, 166,667 shares vest on November 26, 2021, and 166,667 vest on November 26, 2022. Additionally. Mr. Borene will receive a signing bonus in the amount of $150,000 which is payable in equal installments at the end of each of the first three months of employment.

The foregoing description of the Borene Employment Agreement is qualified in its entirety by reference to the text of such agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Set forth below is the biographical information of Mr. Borene, as required by Item 401 of Regulation S-K.

Andrew Borene, age 44, has experience leading advanced technology, high risk, and rapid growth initiatives for companies. Immediately prior to joining the Company, Mr. Borene was the Senior Director leading Symantec Corporation’s National Security Group since April 2019. From May 2018 to April 2019, he was a management consultant supporting private clients. From August 2016 to May 2018, Mr. Borene was a Senior Advisor to the Intelligence Advanced Research Projects Activity (IARPA) for Booz Allen Hamilton, a management consulting firm. From December 2014 to August 2016, Mr. Borene was a Federal Business Manager with IBM. From January 2014 to December 2014, Mr. Borene was an attorney with Steptoe & Johnson LLP in cybersecurity and national security practice. In previous federal government roles, Mr. Borene served as an Associate Deputy General Counsel at the U.S. Department of Defense and as a U.S. Marine Corps intelligence officer. Mr. Borene holds a B.A. in Economics from Macalester College and a J.D. from the University of Minnesota Law School. He completed an executive education program in international development finance at Harvard University. He is a licensed attorney in Washington, D.C. and a Certified Information Systems Security Professional.