ROII RiskOn International Inc (PK)

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

On May 22, 2018, Yuhi Horiguchi resigned as a Director of ROI Land Investments Ltd. (the “Company”) and will remain with his position as Chief Financial Officer. On that same date the Company appointed Marshall Scott Vayer as a Director to fill the board vacancy created by Mr. Horiguchi, and also appointed Mr. Vayer to act as Executive Vice President if the Company. A Consulting Agreement was signed with Mr. Vayer, providing that he will be paid a signing bonus of US$24,000 and US$16,000 a month, plus expenses and benefits.

For over thirty years (from 1980), Mr. Vayer practiced as an attorney and counselor at law. A founding member of the Cardozo School of Law (Yeshiva University, NYC), he was honored as a Samuel Belkin Scholar and was awarded a Doctor of Laws (J.D.) in 1979. Mr. Vayer earned his B.A. with Field Study from Amherst College in Amherst, Massachusetts (1979). Before entering private practice of law he served as General Counsel & Director of Business Affairs for the 3M Company’s cable TV subsidiary, CNI.

Mr. Vayer brings experience in international business, real estate development, strategic planning, M&A, equity, debt, secured finance, export administration & BXA licensing, corporate crisis management, software development, new technologies, and more. From offices at Rockefeller Center in New York City, he has performed corporate and transactional work, project teaming in security, and, when he practiced as an attorney, federal and state litigation, negotiation, mediation and arbitration. Besides his roles in private litigations, he chaired AAA arbitrations by party designation and administrative appointments (made by the American Arbitration Association), and also served in court appointments, including for example, the Eastern Airlines case. He worked for more than twenty years as outside general counsel to an international corporate group with combined sales to $100M in the U.S., Europe, Middle East and Russia, as well as a multi-brand EU fashion group, and for diversified national and international business interests including corporate directorships. He has also been an adviser to a U.S. presidential administration for discretionary economic development grants as part of the federal block grants program.