Item 1.01 Entry into a Material Definitive Agreement.

On January 1, 2021 (the "Effective Date"), MobileSmith, Inc. (the "Company") renewed through December 31, 2021 the Executive Employment Agreement with Jerry Lepore to serve as the Company's Chief Executive Officer (the "Renewal Agreement"). Mr. Lepore has served as the Company's Chief Executive Officer since January 17, 2020.

The terms of the Renewal Agreement are substantially the same as the initial Executive Employment Agreement, which was dated March 18, 2020 and was set to expire on December 31, 2020 (the "Original Agreement"). The Original Agreement is more fully described in a Current Report on Form 8-K which the Company filed with the Securities and Exchange Commission on March 23, 2020.

As of the Effective Date and in connection with the Renewal Agreement, Mr. Lepore was granted additional options to purchase up to 375,000 shares of the Company's common stock at a per share exercise price of $3.45, which was the closing price of the Company's common stock on January 4, 2020. The options will have a term of 10 years and vest quarterly over 5 years.

The foregoing summary of certain terms of the Renewal Agreement does not purport to be complete and is subject to, and qualified in their entirety by, the full text of Renewal Agreement, a copy of which is attached hereto as Exhibit 10.1 and is hereby incorporated into this Current Report on Form 8- K by reference.

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

Compensatory Arrangements for Existing Officers and Director

All information set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibit

10.1

Executive Employment Agreement dated January 1, 2021 between MobileSmith, Inc. and Jerry Lepore.








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