AIB Data Centers Inc 8-K, filed Oct 28, 2026
AIB Data Centers Inc. (AIB)
About this 8-K
AIB Data Centers Inc filed this 8-K on October 28, 2026, reporting on events of October 23, 2026.
AIB Data Centers Inc. appointed Jason K. Burnett as Chief Operations Officer effective October 26, 2026. His $250,000 annual base salary increases to $300,000 upon CLT1 site financing and $350,000 upon next-site financing. AI summary
Items reported
- Item 1.01: Entered into a material agreement
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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Item 1.01 Entry into a Material Definitive Agreement.
On October 26, 2026, AIB Data Centers Inc. (the “Company”) entered into indemnification agreements (the “Indemnification Agreements”) with all of its current directors and executive officers, including the Company’s new Chief Operations Officer (as described below in Item 5.02). The Indemnification Agreements are substantially in the form approved by the Company’s Board of Directors (the “Board”) for use with each of the Company’s directors and executive officers.
The Indemnification Agreements provide, among other things and subject to the limitations and exclusions set forth therein, that the Company will indemnify, hold harmless and exonerate such director and/or executive officer, to the fullest extent permitted by the Delaware General Corporation Law (the “DGCL”), against all expenses and liabilities actually incurred in connection with any proceeding in which he or she is, or is threatened to be made, a party or participant by reason of his or her service to the Company, and will advance expenses incurred in connection with any such proceeding within ten days after receipt of a written request, subject to an undertaking to repay amounts advanced if it is ultimately determined that he or she is not entitled to indemnification. The Indemnification Agreements also provide that such director and/or executive officer will be covered by any directors’ and officers’ liability insurance policy maintained by the Company to the maximum extent of the coverage available for any other director or officer. The rights provided under the Indemnification Agreements are in addition to any rights the Company’s directors and executive officers may have under the DGCL and the Company’s certificate of incorporation and bylaws.
The foregoing description of the Indemnification Agreements does not purport to be complete and is qualified in its entirety by the full text of the form of Indemnification Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 23, 2026, the Board appointed Jason K. Burnett as Chief Operations Officer of the Company, effective October 26, 2026 (the “Effective Date”).
Jason K. Burnett, age 51, most recently served as Chief Operating Officer of Hivelocity, a data center, cloud, and hosting provider, from 2024 to 2026, where he led business operations and acquisition integration across Hivelocity’s managed services and cloud infrastructure platform. From 2020 to 2024, Mr. Burnett served as Vice President of Customer Operations at DataBank, a provider of enterprise colocation, edge data center, cloud, and managed security services, where he oversaw managed services, customer support, and service delivery, including the integration of operations across three acquisitions. Prior to joining DataBank, Mr. Burnett served as Vice President of Operations at Contegix, an Atlassian hosting partner and consulting services provider, from 2018 to 2019, and as Senior Director of Support Operations at Contegix from 2017 to 2018. Mr. Burnett has more than 20 years of experience in managed services and cloud infrastructure, including business operations, acquisition integration, and organizational growth.
In connection with Mr. Burnett’s appointment as Chief Operations Officer, the Company and Mr. Burnett entered into an offer letter, dated October 23, 2026 (the “Offer Letter”). Mr. Burnett’s employment will commence on the Effective Date and is at-will, meaning it is not for any specific term and may be terminated by Mr. Burnett or the Company at any time, for any reason, with or without notice or cause; provided that Mr. Burnett must provide no less than two weeks’ written notice of any resignation.
As consideration for his services as Chief Operations Officer, Mr. Burnett will initially be entitled to receive an annual base salary of $250,000, less applicable withholdings and deductions, which shall increase to an annual rate of $300,000 effective upon the closing of any financing relating to the Company’s CLT1 site and shall increase further to an annual rate of $350,000 effective upon the closing of any financing in relation to the Company’s next site, and which is subject to adjustment by the Company in its sole discretion. In addition, Mr. Burnett will be eligible for site delivery bonuses tied to the successful delivery of Company data center sites to customers, subject to schedule, budget and operational performance, the amounts, milestones and payment terms of which are set forth in the Bonus Agreement (as defined and described below), as well as a discretionary annual bonus. Any bonus determinations will be in the Company’s sole discretion, and no bonus will be deemed earned and payable unless Mr. Burnett is employed in good standing on the date of payment.
On October 23, 2026, the Company and Mr. Burnett entered into a Site Delivery Bonus Agreement, to be effective as of October 26, 2026 (the “Bonus Agreement”), under which Mr. Burnett is eligible to earn a bonus for each data center site delivered to a customer under a signed lease, in an amount determined by the IT load (measured in MW’s) contracted in the applicable lease. Each site bonus is earned and payable in three stages—25% upon the closing of site financing and commencement of construction, 25% upon energization and completion of commissioning, and 50% upon customer handoff—with each stage paid in a lump sum within 30 days after the Company’s Chief Executive Officer confirms in writing achievement of the applicable milestone by Mr. Burnett. The portion payable at customer handoff may be increased by up to 50%, in the Company’s sole discretion, if the site is delivered by the lease delivery date without drawing on budget contingency, and may be decreased by 50% if handoff occurs later than the customer’s grace period under the lease (which is to be 60 days if the lease sets none). The Bonus Agreement covers the first ten sites to reach customer handoff, after which renewal is in the Company’s sole discretion. Mr. Burnett must be employed by the Company when a milestone is reached in order to earn the applicable stage. Additionally, stages not yet earned or not yet paid are forfeited upon termination of Mr. Burnett’s employment.
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During his employment, Mr. Burnett will be eligible to participate in the Company’s 2026 Equity Incentive Plan (the “Plan”), with the type of equity awards, and the material terms and conditions thereof, to be determined by the Compensation Committee of the Board in its sole discretion. Any equity award granted to Mr. Burnett shall provide for the acceleration of vesting in the event his employment is terminated by the Company without cause or by Mr. Burnett for good reason within 12 months following a change of control of the Company, as each such term is defined in the Plan and/or the applicable grant agreement. Mr. Burnett will also be eligible to participate in the employee benefit programs maintained by the Company for full-time employees at his level subject to the terms of such programs and the Offer Letter.
The foregoing descriptions of the Offer Letter and the Bonus Agreement do not purport to be complete and are qualified in their entirety by the full text of the Offer Letter and the Bonus Agreement, copies of which are filed as Exhibit 10.2 and Exhibit 10.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Mr. Burnett also entered into an Indemnification Agreement with the Company. For a description of the Indemnification Agreements, see Item 1.01 of this Current Report on Form 8-K, which is incorporated herein by reference.
There is no arrangement or understanding between Mr. Burnett and any other person pursuant to which Mr. Burnett has been appointed as Chief Operations Officer. There are no family relationships between Mr. Burnett and any of the Company’s directors or executive officers, and Mr. Burnett has no direct or indirect interest in any transaction, or any proposed transaction, required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On October 28, 2026, the Company issued a press release titled “AIB Data Centers Announces Appointment of Jason Burnett as Chief Operations Officer.” A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference in this Item 7.01.
The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |
| 10.1 | Form of Indemnification Agreement | |
| 10.2# | Offer Letter, dated October 23, 2026, by and between the Company and Jason Burnett | |
| 10.3# | Site Delivery Bonus Agreement, dated October 23, 2026, by and between the Company and Jason Burnett | |
| 99.1 | Press Release, dated October 28, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| # | Indicates management contract or compensatory plan |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AIB DATA CENTERS INC. | ||
| By: | /s/ Jerry Tang | |
| Name: | Jerry Tang | |
| Title: | Chief Executive Officer | |
| Date: October 28, 2026 | ||
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Exhibit 10.1
INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of ____________, ____, by and between AIB Data Centers Inc., a Delaware corporation (the “Company”), and [NAME OF INDEMNITEE] (“Indemnitee”).
RECITALS
WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors or officers unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations.
WHEREAS, the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals as directors and officers, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect such persons serving the Company and its subsidiaries from certain liabilities. Although the furnishing of such insurance has been a customary and widespread practice among United States-based corporations and other business enterprises, the Company believes that, given current market conditions and trends, such insurance may be available to it in the future only at higher premiums and with more exclusions. At the same time, directors and officers are being increasingly subjected to expensive and time-consuming litigation. The certificate of incorporation (as amended from time to time, the “Charter”) and the bylaws (as amended from time to time, the “Bylaws”) of the Company require indemnification of the officers and directors of the Company. Indemnitee may also be entitled to indemnification pursuant to applicable provisions of the Delaware General Corporation Law (“DGCL”). The Charter, the Bylaws and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Company and members of the board of directors, officers and other persons with respect to indemnification, hold harmless, exoneration, advancement and reimbursement rights.
WHEREAS, the uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons.
WHEREAS, the Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company’s stockholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future.
WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company and its Enterprises free from undue concern that they will not be so protected against liabilities.
WHEREAS, this Agreement is a supplement to and in furtherance of the Charter and Bylaws and any resolutions adopted pursuant thereto and any additional written agreements between the Company and Indemnitee, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
WHEREAS, Indemnitee may not be willing to serve as an officer or director without adequate protection, and the Company desires Indemnitee to serve in such capacity. Indemnitee is willing to serve or continue to serve for or on behalf of the Company on the condition that Indemnitee be so indemnified.
NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:
TERMS AND CONDITIONS
1. SERVICES TO THE COMPANY. In consideration of the Company’s covenants and obligations hereunder, Indemnitee will serve or continue to serve as an officer, director or key employee of the Company and its Enterprises for so long as Indemnitee is duly elected or appointed or until Indemnitee tenders Indemnitee’s resignation or until Indemnitee is removed. The foregoing notwithstanding, this Agreement shall continue in full force and effect as provided in Section 17. This Agreement, however, shall not impose any obligation on Indemnitee or the Company to continue Indemnitee’s service to the Company or any Enterprise beyond any period otherwise required by law or by other agreements or commitments of the parties, if any.
2. DEFINITIONS. As used in this Agreement:
(a) References to “agent” shall mean any person who is or was a director, officer or employee of the Company or a subsidiary of the Company or other person authorized by the Company to act for the Company, to include such person serving in such capacity as a director, officer, employee, fiduciary or other official of another corporation, partnership, limited liability company, joint venture, trust or other enterprise at the request of, for the convenience of, or to represent the interests of the Company or a subsidiary of the Company.
(b) The terms “Beneficial Owner” and “Beneficial Ownership” shall have the meanings set forth in Rule 13d-3 promulgated under the Exchange Act (as defined below) as in effect on the date hereof.
(c) A “Change in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following events:
(i) Acquisition of Stock by Third Party. Any Person (as defined below) becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;
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(ii) Change in Board of Directors. Individuals who, as of the date hereof, constitute the Board, and any new director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who were directors on the date hereof or whose election or nomination for election was previously so approved (collectively, the “Continuing Directors”), cease for any reason to constitute at least a majority of the members of the Board;
(iii) Corporate Transactions. The effective date of a reorganization, merger, consolidation, statutory conversion, domestication, statutory transfer, or continuance of the Company (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors surviving or resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries (as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of more than 50% of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination;
(iv) Liquidation. The approval by the stockholders of the Company of a liquidation, dissolution, or winding up of the Company or an agreement or series of agreements for the sale, lease, exchange, or other disposition by the Company of all or substantially all of the Company’s assets, other than factoring the Company’s current receivables or escrows due (or, if such stockholder approval is not required, the decision by the Board to proceed with such a liquidation, sale, lease, exchange, or other disposition in one transaction or a series of related transactions); or
(v) Other Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act (as defined below), whether or not the Company is then subject to such reporting requirement.
(d) “Corporate Status” describes the status of a person who is or was a director, officer, trustee, general partner, manager, managing member, fiduciary, employee or agent of the Enterprise.
(e) “Delaware Court” means the Court of Chancery of the State of Delaware or, if such court lacks jurisdiction, the Superior Court of the State of Delaware or, if such court lacks jurisdiction, any federal court located in the State of Delaware.
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(f) “Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding (as defined below) in respect of which indemnification is sought by Indemnitee.
(g) “Dispute” means any claim, cause of action, action, suit, and other Proceeding (whether in contract, tort or statute) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any claim, cause of action, action, suit, or other Proceeding based upon, arising out of, or related to any transaction contemplated by this Agreement, any representation or warranty made in or in connection with this Agreement, or as an inducement to enter into this Agreement).
(h) “Enterprise” means the Company and any other corporation, constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger to which the Company (or any of its wholly owned subsidiaries) is a party, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent.
(i) “Exchange Act” means the Securities Exchange Act of 1934, as amended.
(j) “Expenses” shall include all direct and indirect costs, fees and expenses of any type or nature whatsoever, including, without limitation, all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, participating, or being or preparing to be a witness in a Proceeding, or responding to, or objecting to, a request to provide discovery in any Proceeding. Expenses also shall include such fees, costs, charges, disbursements or expenses incurred in connection with any appeal resulting from any Proceeding and any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including without limitation the premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent. Expenses, however, shall not include Liabilities.
(k) References to “fines” shall include any excise tax assessed on Indemnitee with respect to any employee benefit plan.
(l) “Independent Counsel” means a law firm or a member of a law firm with significant experience in matters of corporation law and that neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements); or (ii) any other party to the Proceeding (as defined below) giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.
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(m) “Liabilities” shall include judgments, penalties, fines, interest, assessments, charges, excise taxes (including, without limitation, any penalties or excise taxes assessed with respect to an employee benefit plan), and amounts paid in settlement.
(n) “Person” shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act as in effect on the date hereof; provided, however, that “Person” shall exclude: (i) the Enterprise; (ii) any Subsidiaries (as defined below) of the Company; (iii) any employment benefit plan of the Enterprise or of a Subsidiary (as defined below) of the Company or of any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company; and (iv) any trustee or other fiduciary holding securities under an employee benefit plan of the Enterprise or of a Subsidiary (as defined below) of the Company or of a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.
(o) “Proceeding” shall include any threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company or an Enterprise or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative or investigative nature, in which Indemnitee was, is, will or might be involved as a party or otherwise by reason of the fact of Indemnitee’s Corporate Status or by reason of any action (or failure to act) taken by Indemnitee or of any action (or failure to act) on Indemnitee’s part while acting in Indemnitee’s Corporate Status, in each case whether or not serving in any Corporate Status at the time any Liability or Expense is incurred for which indemnification, reimbursement, or advancement can be provided under this Agreement; including one pending on or before the date of this Agreement, but excluding one initiated by an Indemnitee pursuant to Section 14 of this Agreement to enforce Indemnitee’s rights under this Agreement.
(p) References to “serving at the request of the Company” shall include any service as a director, officer, employee, agent or fiduciary of the Company or any Enterprise which imposes duties on, or involves services by, such director, officer, employee, agent or fiduciary with respect to an employee benefit plan, its participants or beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.
(q) The term “Subsidiary,” with respect to any Person, means any corporation, limited liability company, partnership, joint venture, trust or other entity of which a majority of the voting power of the voting equity securities or equity interest is owned, directly or indirectly, by that Person.
(r) References to “to the fullest extent permitted by applicable law” shall include, but not be limited to: (a) to the fullest extent authorized or permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the DGCL, and (b) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.
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3. INDEMNITY IN THIRD-PARTY PROCEEDINGS. To the fullest extent permitted by applicable law, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 3 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 3, Indemnitee shall be indemnified, held harmless and exonerated against all Expenses and Liabilities (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses and Liabilities) actually incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that Indemnitee’s conduct was unlawful.
4. INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. To the fullest extent permitted by applicable law, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 4 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding by or in the right of the Company or any Enterprise to procure a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 4, Indemnitee shall be indemnified, held harmless and exonerated against all Expenses actually incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or the applicable Enterprise. No indemnification, hold harmless or exoneration for Expenses shall be made under this Section 4 in respect of any Dispute as to which Indemnitee has been finally adjudged by a court to be liable to the Company or any Enterprise, unless and only to the extent that any court in which the Proceeding was brought or the Delaware Court shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification, to be held harmless or to exoneration.
5. INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. Notwithstanding any other provisions of this Agreement, to the extent that Indemnitee was or is, by reason of Indemnitee’s Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually incurred by Indemnitee in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter. If the Indemnitee is not wholly successful in such Proceeding, the Company also shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually incurred in connection with or related to any claim, issue, or matter on which the Indemnitee was successful. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.
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6. INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness or deponent in any Proceeding to which Indemnitee was or is not a party or threatened to be made a party, Indemnitee shall, to the fullest extent permitted by applicable law, be indemnified, held harmless and exonerated against all Expenses actually incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.
7. ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS. Notwithstanding any limitation in Sections 3, 4, or 5, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company or any Enterprise to procure a judgment in its favor) against all Expenses and Liabilities (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses and Liabilities) actually incurred by Indemnitee in connection with the Proceeding. No indemnification, hold harmless or exoneration rights shall be available under this Section 7 on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law.
8. CONTRIBUTION IN THE EVENT OF JOINT LIABILITY.
(a) To the fullest extent permissible under applicable law, if the indemnification, hold harmless and/or exoneration rights provided for in this Agreement are unavailable to Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying, holding harmless or exonerating Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for Liabilities and/or for Expenses, in connection with any Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee.
(b) The Company shall not enter into any settlement of any Proceeding in which the Company or any Enterprise is jointly liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee.
(c) The Company hereby agrees to fully indemnify, hold harmless and exonerate Indemnitee from any claims for contribution which may be brought by officers, directors or employees of the Company or any Enterprise other than Indemnitee who may be jointly liable with Indemnitee.
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9. EXCLUSIONS. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnification, advance Expenses, hold harmless or exoneration payment in connection with any claim made against Indemnitee:
(a) for which payment has actually been received by or on behalf of Indemnitee under any insurance policy or other indemnity or advancement provision, except with respect to any excess beyond the amount actually received under any insurance policy, contract, agreement, other indemnity or advancement provision or otherwise;
(b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act (or any successor rule) or similar provisions of state statutory law or common law;
(c) except as otherwise provided in Sections 14(f)-(g) hereof, prior to a Change in Control, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or any of its Enterprises or any of their respective directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, hold harmless or exoneration payment, in its sole discretion, pursuant to the powers vested in the Company under applicable law. Indemnitee shall seek payments or Advances (as defined below) from the Company only to the extent that such payments or Advances (as defined below) are unavailable from any insurance policy of the Company covering Indemnitee;
(d) to indemnify or advance funds to the Indemnitee for the Indemnitee’s reimbursement to the Company of any bonus or other incentive-based or equity-based compensation previously received by the Indemnitee or payment of any profits realized by the Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act, the listing standards of any national securities exchange on which the Company’s securities are listed or any compensation recovery policy adopted by the Company (including any such reimbursements under Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) in connection with an accounting restatement of the Company, any recovery of erroneously awarded compensation required under Rule 10D-1 under the Exchange Act and the listing standards adopted thereunder, or the payment to the Company of profits arising from the purchase or sale by the Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act); or
(e) to provide any indemnification or advancement of Expenses that is prohibited by applicable law (as such law exists at the time payment would otherwise be required pursuant to this Agreement).
10. ADVANCES OF EXPENSES; DEFENSE OF CLAIM.
(a) Notwithstanding any provision of this Agreement to the contrary, and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a written statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding (such payments, “Advances”). Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted by law, be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all Expenses actually incurred pursuing a Proceeding to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall be made only upon the Company’s receipt of an undertaking, by or on behalf of the Indemnitee, to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated by the Company under the provisions of this Agreement, the Charter, the Bylaws, applicable law or otherwise. This Section 10(a) shall not apply to any claim made by Indemnitee for which an indemnification, hold harmless or exoneration payment is excluded pursuant to Section 9.
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(b) The Company and any Enterprise will be entitled to participate in the Proceeding at its own expense.
(c) The Company and any Enterprise shall not settle any Dispute or Proceeding (in whole or in part) which would impose any Expense or Liability on the Indemnitee without the Indemnitee’s prior written consent.
11. PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION.
(a) Indemnitee agrees to notify promptly the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding, claim, issue or matter therein which may be subject to indemnification, hold harmless or exoneration rights, or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation which it may have to the Indemnitee under this Agreement, or otherwise.
(b) Indemnitee may deliver to the Company a written application to indemnify, hold harmless or exonerate Indemnitee in accordance with this Agreement. Such application(s) may be delivered from time to time and at such time(s) as Indemnitee deems appropriate in Indemnitee’s sole discretion. Following such a written application for indemnification by Indemnitee, the Indemnitee’s entitlement to indemnification shall be determined according to Section 12(a) of this Agreement.
12. PROCEDURE UPON APPLICATION FOR INDEMNIFICATION.
(a) A determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification shall be made in the specific case by one of the following methods: (i) if no Change in Control has occurred (x) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (y) by a committee of Disinterested Directors, even though less than a quorum of the Board, or (z) if there are no Disinterested Directors, or if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control has occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby agrees to indemnify and to hold Indemnitee harmless therefrom.
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(b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection has been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11(b) hereof, no Independent Counsel has been selected and not objected to, either the Company or Indemnitee may petition the Delaware Court for resolution of any objection which has been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Delaware Court, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).
(c) The Company agrees to pay the reasonable fees and expenses of Independent Counsel and to fully indemnify and hold harmless such Independent Counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.
13. PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS.
(a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 11(b) of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither the failure of the Company (including by the Disinterested Directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by the Disinterested Directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.
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(b) If the person, persons or entity empowered or selected under Section 12 of this Agreement to determine whether Indemnitee is entitled to indemnification has not made a determination within thirty (30) days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall, to the fullest extent permitted by law, be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a final judicial determination that any or all such indemnification is expressly prohibited under applicable law; provided, however, that such 30-day period may be extended for a reasonable time, not to exceed an additional fifteen (15) days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto.
(c) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.
(d) For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee by the directors, manager, officers, or other agents of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing member, or on information or records given or reports made to the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing member, by an independent certified public accountant or by an appraiser or other expert selected by the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing member. The provisions of this Section 13(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this Agreement.
(e) The knowledge and/or actions, or failure to act, of any other director, officer, trustee, partner, manager, managing member, fiduciary, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.
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14. REMEDIES OF INDEMNITEE.
(a) In the event that (i) a determination is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses, to the fullest extent permitted by applicable law, is not timely made pursuant to Section 10 of this Agreement, (iii) no determination of entitlement to indemnification has been made pursuant to Section 12(a) of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 5, 6, 7 or the last sentence of Section 12(a) of this Agreement within ten (10) days after receipt by the Company of a written request therefor, (v) a contribution payment is not made in a timely manner pursuant to Section 8 of this Agreement, (vi) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (vii) payment to Indemnitee pursuant to any hold harmless or exoneration rights under this Agreement or otherwise is not made in accordance with this Agreement, Indemnitee shall be entitled to an adjudication by the Delaware Court to such indemnification, hold harmless, exoneration, contribution or advancement rights. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules and Mediation Procedures of the American Arbitration Association. Except as set forth herein, the provisions of Delaware law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.
(b) In the event that a determination has been made pursuant to Section 12(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 14 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination.
(c) In any judicial proceeding or arbitration commenced pursuant to this Section 14, Indemnitee shall be presumed to be entitled to be indemnified, held harmless, and exonerated and to receive advancement of Expenses under this Agreement and the Company shall have the burden of proving Indemnitee is not entitled to be indemnified, held harmless, and exonerated and to receive advancement of Expenses, as the case may be, and the Company may not refer to or introduce into evidence any determination pursuant to Section 12(a) of this Agreement adverse to Indemnitee for any purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 14, Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 10 until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).
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(d) If a determination has been made pursuant to Section 12(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 14, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.
(e) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 14 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement.
(f) The Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law against all Expenses and, if requested by Indemnitee, shall (within ten (10) days after the Company’s receipt of such written request) pay to Indemnitee, to the fullest extent permitted by applicable law, such Expenses which are incurred by Indemnitee in connection with any judicial proceeding or arbitration brought by Indemnitee: (i) to enforce Indemnitee’s rights under, or to recover damages for breach of, this Agreement or any other indemnification, hold harmless, exoneration, advancement or contribution agreement or provision of the Charter or the Bylaws; or (ii) for recovery or advances under any insurance policy maintained by any person for the benefit of Indemnitee, regardless of the outcome and whether Indemnitee ultimately is determined to be entitled to such indemnification, hold harmless or exoneration right, advancement, contribution or insurance recovery, as the case may be (unless such judicial proceeding or arbitration was not brought by Indemnitee in good faith).
(g) Interest shall be paid by the Company to Indemnitee at the legal rate under Delaware law for amounts which the Company indemnifies, holds harmless or exonerates, or advances, or is obliged to indemnify, hold harmless or exonerate or advance for the period commencing with the date on which Indemnitee requests indemnification, to be held harmless, exonerated, contribution, reimbursement or advancement of any Expenses and ending with the date on which such payment is made to Indemnitee by the Company.
15. SECURITY. Notwithstanding anything herein to the contrary, to the extent requested by the Indemnitee and approved by the Board, the Company may at any time and from time to time provide security to the Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to the Indemnitee, may not be revoked or released without the prior written consent of the Indemnitee.
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16. NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION.
(a) The rights of Indemnitee as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Charter, the Bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any Proceeding (regardless of when such Proceeding is first threatened, commenced or completed) or claim, issue or matter therein arising out of, or related to, any action taken or omitted by such Indemnitee in such Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in applicable law, whether by statute or judicial decision, permits greater indemnification, hold harmless or exoneration rights or advancement of Expenses than would be afforded currently under the Charter, the Bylaws or this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.
(b) The DGCL, the Charter and the Bylaws permit the Company to purchase and maintain insurance or furnish similar protection or make other arrangements including, but not limited to, providing a trust fund, letter of credit, or surety bond (“Indemnification Arrangements”) on behalf of Indemnitee against any liability asserted against Indemnitee or incurred by or on behalf of Indemnitee or in such capacity as a director, officer, employee or agent of the Company, or arising out of Indemnitee’s status as such, whether or not the Company would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement or under the DGCL, as it may then be in effect. The purchase, establishment, and maintenance of any such Indemnification Arrangement shall not in any way limit or affect the rights and obligations of the Company or of the Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and the Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such Indemnification Arrangement.
(c) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, trustees, partners, managers, managing members, fiduciaries, employees, or agents of the Enterprise, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent under such policy or policies. If, at the time the Company receives notice from any source of a Proceeding as to which Indemnitee is a party or a participant (as a witness, deponent or otherwise), and the Company has director and officer liability insurance in effect, the Company shall give prompt notice of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.
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(d) In the event of any payment under this Agreement, the Company, to the fullest extent permitted by law, shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.
(e) The Company’s obligation to indemnify, hold harmless, exonerate or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent of the Enterprise other than the Company shall be reduced by any amount Indemnitee has actually received as indemnification, hold harmless or exoneration payments or advancement of Expenses from such Enterprise.
(f) Notwithstanding any other provision of this Agreement to the contrary, (i) Indemnitee shall have no obligation to reduce, offset, allocate, pursue or apportion any indemnification, hold harmless, exoneration, advancement, contribution or insurance coverage among multiple parties possessing such duties to Indemnitee prior to the Company’s satisfaction and performance of all its obligations under this Agreement, and (ii) the Company shall perform fully its obligations under this Agreement without regard to whether Indemnitee holds, may pursue or has pursued any indemnification, advancement, hold harmless, exoneration, contribution or insurance coverage rights against any person or entity other than the Company.
17. DURATION OF AGREEMENT. All agreements and obligations of the Company contained herein shall continue during the period Indemnitee serves as a director or officer of the Company or serves as a director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent of Enterprise other than the Company and shall continue thereafter so long as Indemnitee shall be subject to any Proceeding (including any rights of appeal thereto and any Proceeding commenced by Indemnitee pursuant to Section 14 of this Agreement), whether or not Indemnitee is acting in any such capacity at the time any Liability or Expense is incurred for which indemnification or advancement can be provided under this Agreement.
18. SEVERABILITY. If any provision or provisions of this Agreement is held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.
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19. ENFORCEMENT AND BINDING EFFECT.
(a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby on and after the date of this Agreement in order to induce Indemnitee to serve as a director, officer or key employee of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer or key employee of the Company.
(b) Without limiting any of the rights of Indemnitee under the Charter or Bylaws as they may be amended from time to time, this Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.
(c) The indemnification, hold harmless, exoneration and advancement of Expenses rights provided by or granted pursuant to this Agreement shall be binding upon and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company), shall continue as to an Indemnitee who has ceased to be a director, officer, employee or agent of the Company or a director, officer, trustee, general partner, manager, managing member, fiduciary, employee or agent of the Enterprise other than the Company, and shall inure to the benefit of Indemnitee and Indemnitee’s spouse, assigns, heirs, devisees, executors and administrators and other legal representatives.
(d) The Company shall require and cause any successor (whether direct or indirect by purchase, Business Combination, other reorganization, merger, consolidation, statutory conversion, domestication, statutory transfer, or continuance of the Company, or otherwise) to all or substantially all of the business and/or assets of the Company, by written agreement in form and substance reasonably satisfactory to the Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.
(e) The Company and Indemnitee agree herein that a monetary remedy for breach of this Agreement, at some later date, may be inadequate, impracticable and difficult of proof, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto agree that Indemnitee may, to the fullest extent permitted by law, enforce this Agreement by seeking, among other things, injunctive relief and/or specific performance hereof, without any necessity of showing actual damage or irreparable harm and that by seeking injunctive relief and/or specific performance, Indemnitee shall not be precluded from seeking or obtaining any other relief to which Indemnitee may be entitled. The Company and Indemnitee further agree that Indemnitee shall, to the fullest extent permitted by law, be entitled to such specific performance and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity of posting bonds or other undertaking in connection therewith. The Company acknowledges that in the absence of a waiver, a bond or undertaking may be required of Indemnitee by the Delaware Court, and the Company hereby waives any such requirement of such a bond or undertaking to the fullest extent permitted by law.
20. MODIFICATION, AMENDMENT, TERMINATION AND WAIVER. No supplement, modification, amendment or termination of this Agreement, and no waiver of any provision of this Agreement, shall be binding unless executed in writing by the Company and the Indemnitee. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement nor shall any waiver constitute a continuing waiver.
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21. NOTICES. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) if delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, (ii) mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed, (iii) if sent by a nationally recognized overnight courier service, on the first (1st) business day after the date on which it is so sent, or (iv) if sent by electronic mail to the address set forth below or otherwise provided for notice purposes, upon confirmation of receipt by the recipient:
(a) If to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee shall provide in writing to the Company.
(b) If to the Company, to:
AIB Data Centers Inc.
1540 Broadway, Ste. 1010
New York, NY 10036
Attention: Song Liang, Head of People
Email:
with a copy to (which shall not constitute notice):
Greenberg Traurig, P.A.
333 S.E. 2nd Avenue, Suite 4400
Miami, Florida 33131
Attention: Raffael Fiumara, Sami Ghneim
Email:
or to any other address as may have been furnished to Indemnitee in writing by the Company.
22. INTERNAL REVENUE CODE SECTION 409A. The Company intends for this Agreement to comply with the indemnification exception under Section 1.409A-1(b)(10) of the regulations promulgated under the Internal Revenue Code of 1986, as amended (the “Code”), which provides that indemnification of, or the purchase of an insurance policy providing for payments of, all or part of the Expenses incurred or damages paid or payable by Indemnitee with respect to a bona fide claim against Indemnitee or the Company do not provide for a deferral of compensation, subject to Section 409A of the Code, where such claim is based on actions or failures to act by Indemnitee in his or her capacity as a service provider of the Company. The parties intend that this Agreement be interpreted and construed with such intent.
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23. APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and Disputes shall be governed by, and enforced in accordance with, the internal laws of the State of Delaware, including its statutes of limitations, without regard to any conflict of laws rules that would result in the application of the law of any jurisdiction other than the State of Delaware. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, to the fullest extent permitted by law, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any Dispute shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any Dispute; (c) waive any objection to the laying of venue of any Dispute in the Delaware Court; and (d) waive, and agree not to plead or to make, any claim that any Dispute brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial. To the fullest extent permitted by law, the parties hereby agree that the mailing of process and other papers in connection with any Dispute in the manner provided by Section 21 or in such other manner as may be permitted by law, shall be valid and sufficient service thereof.
24. IDENTICAL COUNTERPARTS; ELECTRONIC SIGNATURES. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement. Facsimile or other electronically scanned and transmitted signatures, including by email attachment, and electronic signatures, including by DocuSign, shall be deemed originals and shall constitute valid execution and acceptance of this Agreement by the signing/transmitting party.
25. MISCELLANEOUS. Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.
26. PERIOD OF LIMITATIONS. No legal action shall be brought and no cause of action shall be asserted by or in the right of the Company against Indemnitee, Indemnitee’s spouse, heirs, executors or personal or legal representatives after the expiration of two years from the date of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such two-year period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action such shorter period shall govern.
27. ADDITIONAL ACTS. If for the validation of any of the provisions in this Agreement any act, resolution, approval or other procedure is required to the fullest extent permitted by law, the Company undertakes to cause such act, resolution, approval or other procedure to be effected or adopted in a manner that will enable the Company to fulfill its obligations under this Agreement.
28. MAINTENANCE OF INSURANCE. The Company shall use commercially reasonable efforts to obtain and maintain in effect during the entire period for which the Company is obligated to indemnify the Indemnitee under this Agreement, one or more policies of insurance with reputable insurance companies to provide the officers and directors of the Company with coverage for losses from wrongful acts and omissions and to ensure the Company’s performance of its indemnification obligations under this Agreement. The Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director or officer under such policy or policies. In all such insurance policies, the Indemnitee shall be named as an insured in such a manner as to provide the Indemnitee with the same rights and benefits as are accorded to the most favorably insured of the Company’s directors and officers.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this Indemnification Agreement to be signed as of the day and year first above written.
| AIB DATA CENTERS INC. | |||
| By: | |||
| Name: | Jerry Tang | ||
| Title: | Chief Executive Officer | ||
| INDEMNITEE | |||
| By: | |||
| Name: | |||
| Address: | |||
[Signature page to Indemnification Agreement]
Exhibit 10.2
October 23, 2026
Jason Burnett
Dear Jason,
On behalf of AIB Data Centers Inc. (the “Company”), we are pleased to formalize this offer of employment to join our team to provide services to the Company and its successors, parent, subsidiaries and affiliates (collectively, the “Company Group”). This letter and the attached Non-Disclosure and Restrictive Covenant Agreement confirm the terms and conditions of our employment offer to you. The start date of your employment with the Company is Monday, October 26, 2026 (the “Effective Date”).
| 1. | Position and Reporting Relationship: You will serve as the Chief Operations Officer of the Company. This position is remote; however, regular travel to project sites and travel to our office located at 1540 Broadway, Suite 1010, New York, NY 10036, will be required based on business needs. You will report to Jerry Tang, the Chief Executive Officer of the Company (“CEO”). You will be responsible for the duties customarily attendant to the Chief Operations Officer, and such other duties as may be assigned to you by the Company from time to time. You are expected to carry out your duties working with other employees in a diligent and professional manner, comply with all of the Company’s policies and practices, explicit or implied as are in effect from time to time, and generally promote the interests of the Company Group. The Company retains sole discretion to change your job title and responsibilities at any time without advanced notice. |
| 2. | Introductory Employment Period: Given the Company’s environment, the first three (3) months of your employment will serve as a probationary period to assess long-term mutual fit and performance expectations. During this period, you will be a full-time employee and will receive full salary and benefits beginning on your Effective Date. Nothing in this introductory period alters the at-will nature of your employment relationship with the Company. |
| 3. | Compensation: Your base salary will be paid at the annual rate of $250,000 less applicable withholdings and deductions. Effective upon the closing of the CLT1 financing, your base salary will increase to the annual rate of $300,000 less applicable withholdings and deductions. Effective upon the closing of the financing for the Company’s next site, your base salary will increase to the annual rate of $350,000 less applicable withholdings and deductions. Your base salary is subject to adjustment by the Company in its sole discretion. Your base salary will be paid semi-monthly in accordance with the Company’s regular payroll practices and applicable law. You are an exempt employee under applicable wage and hour law, including the Fair Labor Standards Act. |
| 4. | Equity: During your employment hereunder, you will be eligible to participate in the Company's 2026 Equity Incentive Plan (the "Plan"), the type of equity awards, and the material terms and conditions thereof, to be determined by the Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Board”) within its sole discretion. Any equity award that may be granted to you under the Plan shall be subject to the terms and conditions set forth in the Plan and in the applicable grant agreement to be entered into by and between you and the Company. Any equity award granted to you shall provide for the acceleration of vesting in the event of the termination of your employment either by the Company without cause or by you for good reason within twelve (12) months after the date of a change of control of the Company (as each of “cause”, “good reason” and “change in control” are defined in the Plan and/or the individual grant agreement). |
| 5. | Performance Bonus: During your employment hereunder, you will be eligible for site delivery bonuses tied to the successful delivery of Company data center sites to customers, subject to schedule, budget, and operational performance. The amounts, milestones, and payment terms of these bonuses will be set out in a separate written bonus agreement between you and the Company. You will also be eligible for a discretionary annual bonus. Any bonus determinations will be in the Company’s sole discretion and no bonus will be deemed earned and payable, unless you are employed in good standing with the Company on the date of payment of any such bonus. Any bonuses paid to you will be subject to all withholdings and deductions required by applicable law. |
| 6. | Employee Benefits: You will be eligible to participate in the employee medical benefit programs maintained by the Company for full-time employees at your level, subject to the Company’s right to modify or terminate such benefit plans or programs at any time in its sole discretion and subject to the eligibility requirements and rules of each such plan or program. Nothing herein should be seen as a guarantee of any benefit to you or any other employee. |
| 7. | Vacation: Starting on the Effective Date, you will be eligible to accrue and use a maximum of fifteen (15) days of paid time off (“PTO”) for each full calendar year of employment, to be used for both scheduled and unscheduled time that you need to be out of the office. PTO days shall be pro-rated for any partial year of your employment. PTO accrues on a monthly basis over the course of the year. Use of PTO is subject to approval by your manager. You may carry-over a maximum of five (5) PTO days into a new calendar year. The Company reserves the right to modify the number of PTO days for each calendar year. Accrued but unused vacation will not be paid out upon termination, unless otherwise required by applicable law. |
| 8. | Sick Leave: Starting on the Effective Date, you will be eligible to use five (5) sick days for each calendar year of employment. Use of sick leave is subject to approval by your manager. You may carry over a maximum of five (5) sick days into a new calendar year. |
| 9. | Employment At Will: Your employment with the Company is at-will, which means it is not for any specific term and can be terminated by you or by the Company at any time for any reason, with or without notice or cause. The Company requires that you provide no less than two weeks’ written notice if you intend to resign your position with the Company. Nothing in this offer letter is meant as a promise or guarantee of employment or of the terms and conditions of your employment. This letter, and your employment with the Company, will be governed by the laws of the State of Texas, without regard to its conflict of laws principles. |
| 10. | Non-Disclosure of Confidential Information and Restrictive Covenants: As a condition of your employment, you will sign the requisite Non-Disclosure and Restrictive Covenant Agreement to be provided to you by the Company and such terms will be incorporated herein by reference. |
| 11. | Prior Restrictive Obligations: This employment offer is contingent on there being no outstanding obligations on your part, including any non-competition or confidentiality agreements that would restrict you in any way from fulfilling your job responsibilities to the Company in the position offered to you. You also are expected to retain in confidence and not to disclose or use in your employment with the Company any confidential or proprietary information you have obtained from any third-party, including your previous employer(s). |
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| 12. | Authorization to Work: In connection with your hire, you have provided the Company with the legally required proof of your identity and authorization to work in the United States. This offer is contingent on your authorization to work in the United States. |
| 13. | Entire Agreement: This Letter Agreement, including any exhibits attached hereto and the Non-Disclosure and Restrictive Covenant Agreement, contain the entire agreement between you and the Company regarding the terms of your employment and supersedes all prior and contemporaneous discussions, representations, and understandings, whether written or oral. It may be modified only by a written agreement signed by an authorized officer of the Company. You acknowledge that you have not relied upon any representations (oral or communicated otherwise) other than those explicitly set forth in such documents. Any additions or modification of the terms set forth in this letter would have to be in writing signed by the CEO. The Company reserves the right to change any of the terms or conditions of your employment at any time in its sole discretion. |
Once you have had an opportunity to carefully review the foregoing, please let me know if you have any questions or concerns. Otherwise, please sign and return the offer letter to me by Friday, October 23, 2026 5pm et. We look forward to having you join our team.
Sincerely,
Jerry Tang
CEO AIB
Exhibits:
Non-Disclosure and Restrictive Covenant Agreement
Employee Handbook
Employee Code of Conduct
IT Acknowledgement Policy
Please sign below to indicate your acceptance of the above terms.
______________________________
______________________________ (Print Name) Date ______________
ACTIVE 729636007
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Exhibit 10.3
Site Delivery Bonus Agreement
This Site Delivery Bonus Agreement (the “Agreement”) is made as of October 26, 2026 by and between AIB Data Centers Inc., a Delaware corporation (the “Company”), and Jason Burnett (“Executive”). This Agreement is intended to and shall supplement that certain Offer Letter, dated October 22nd, 2026 by and between the Company and the Executive (the “Offer Letter”) for the role of Chief Operations Officer of the Company and sets out the site delivery bonus agreed with the Company.
1. Bonus Amount
The Company will pay Executive a bonus for each site delivered to a customer under a signed lease, subject to the terms, milestones and conditions of this Agreement. The amount is fixed by the IT load contracted in the applicable lease when it is signed:
| Contracted IT load | Total onus per site | |||
| Up to 30 MW | $ | 100,000 | ||
| Over 30 MW, up to 60 MW | $ | 150,000 | ||
| Over 60 MW | $ | 200,000 | ||
A site with more than one data hall for the same customer, such as CLT1, counts as one site.
2. Stages and Payment
Each bonus is earned and payable in three stages. A milestone shall be deemed achieved once the Chief Executive Officer confirms the completion of the milestone in writing, and the Company pays the applicable portion of the bonus to the Executive in a lump sum cash payment within 30 days after the stage is reached, less applicable taxes and other withholdings.
| Stage | Milestone | Share | ||
| 1 | Site financing has closed and construction has started | 25% | ||
| 2 | Energization: utility power on and commissioning complete | 25% | ||
| 3 | Customer handoff (for a multi-hall site, of the final hall) | 50% |
3. Delivery Adjustment
At customer handoff, the site’s Stage 3 bonus may be increased, in the sole discretion of the Company, 50% if the site is delivered by the lease delivery date without drawing on budget contingency. The Stage 3 bonus decreases by 50%, if handoff is later than the customer’s grace period under the lease (60 days if the lease sets none)
4. Scope
This Agreement covers the first ten sites to reach customer handoff. After the tenth, the Company may renew the plan on terms it sets; no bonus is owed for later sites unless renewed in writing.
5. Conditions
5.1 Executive earns a stage only if employed by the Company when its milestone is reached. Stages not yet earned are forfeited when employment ends for any reason, whether initiated by the Company or the Executive and whether or not for cause. Stages already earned are paid, except that any stage not yet paid is forfeited if the Executive’s employment is terminated for any reason prior to payment.
5.2 No stage is earned for a milestone reached before October 26, 2026.
5.3 If a site is abandoned or its lease is terminated before customer handoff, no further stages are earned for it. Stages already paid for that site are offset against later bonuses and other compensation, and any balance remaining when employment ends is repaid within 30 days to the extent not recovered by offset. Executive authorizes these offsets and deductions from wages for a lawful purpose in writing.
5.4 A sale of the Company does not accelerate any stage.
5.5 All bonuses are subject to the Company’s clawback or recoupment policy, as in effect or as may be adopted or amended from time to time. Executive acknowledges receipt of, and agrees to be bound by, that policy. In addition, and without limiting the foregoing, Executive must repay, on demand, any stage paid in error or paid in the 12 months before a termination for cause, as determined in the Company’s sole discretion. These recoupment rights are in addition to, and not in lieu of, any other rights of the Company, and the Company’s clawback policy governs in the event of any conflict.
5.6 This Agreement does not affect Executive’s eligibility for a discretionary annual bonus under the Offer Letter.
6. General
Payments are subject to tax withholding and are intended to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, as each should fall within the short-term deferral exemption thereunder. This Agreement does not change the Offer Letter and replaces the October 8, 2026 term sheet on the site delivery bonus. It may be amended only in writing signed by both parties, is governed by Texas law, and may be signed in counterparts and electronically. The Company may assign it to a successor; Executive may not assign it.
The Board of Directors of the Company (or its Compensation Committee) has approved this Agreement and has sole authority to administer and interpret it, to determine whether and when each milestone has been achieved, and to resolve any ambiguity, and all such determinations are final, conclusive, and binding to the maximum extent permitted by applicable law.
Nothing in this Agreement confers any right to continued employment or constitutes a contract of employment of any kind. Executive’s employment remains at will and may be terminated by the Company or by Executive at any time, with or without cause and with or without notice. This Agreement does not create, and shall not be construed to create, any severance, change-in-control, or guaranteed-compensation right. Executive has no right to any stage until it is paid and no right to any renewed or future bonus arrangement, which remains in the Company’s sole discretion. This Agreement, together with the Offer Letter, constitutes the entire agreement of the parties with respect to the site delivery bonus and supersedes all prior and contemporaneous understandings on that subject, whether written or oral.
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Signatures
| AIB Data Centers Inc. | Name: | Jason Burnett | ||
| By: | Date: | |||
| Name: | Jerry Tang | ACTIVE 730002548 | ||
| Title: | Chief Executive Officer | |||
| Date: | ||||
Executive
Signature: ______________________________
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Exhibit 99.1
AIB Data Centers Appoints Jason Burnett as Chief Operations Officer
Former Hivelocity and DataBank Executive Will Lead Construction and Operations
Appointment Strengthens AIB’s Ability to Deliver Its Contracted Power Capacity of 120 MW and Further Scale Its Data Center Platform
NEW YORK, NY – October 28, 2026 – AIB Data Centers Inc. (NYSE American: AIB) (“AIB” or the “Company”), a developer of right-sized, 40–90 MW data centers for artificial intelligence and high-performance computing customers, today announced the appointment of Jason Burnett as Chief Operations Officer, effective October 26, 2026. Mr. Burnett will report directly to Jerry Tang, Chief Executive Officer.
“We have secured the power and signed our anchor customer. The next priority is executing on schedule and on budget,” said Jerry Tang, Chief Executive Officer of AIB Data Centers. “Jason brings extensive experience managing complex data center operations and integrating acquisitions into a unified operating platform. His expertise in construction oversight, procurement, and operational execution will be important as we advance multiple projects.”
The appointment follows several recent milestones for AIB, including the expansion of its total contracted power capacity from 65 MW to approximately 120 MW and a binding 12-year agreement with Nebius (Nasdaq: NBIS) for 50 MW of critical IT capacity at the Company's CLT1 data center campus. With contracted power secured and an anchor customer in place, AIB is strengthening its operating infrastructure to support the next phase of construction and project delivery.
“Building a scalable data center platform requires consistent execution across every project, from procurement and construction through ongoing operations,” said Mr. Burnett. “AIB has already established a strong foundation with its contracted power portfolio and Nebius agreement. My focus will be on implementing the processes, controls, and operating standards needed to deliver projects efficiently and consistently as the portfolio grows. I look forward to working with Jerry and the team as we move into this next phase.”
Mr. Burnett will oversee construction execution, procurement, and data center operations, with responsibility for establishing standardized processes to support simultaneous project delivery, cost control, schedule performance, and operational efficiency as AIB scales its portfolio.
He brings more than 20 years of experience in data center, cloud, and managed infrastructure operations. Most recently, he served as Chief Operating Officer of Hivelocity, a provider of bare metal, colocation, and private cloud infrastructure with approximately 50 data centers globally. In that role, he held profit-and-loss responsibility across operations, infrastructure, product, engineering, and service delivery, and he oversaw platform integration following four acquisitions. Prior to that, he served as Vice President of Customer Operations at DataBank, Ltd., and held operations leadership positions at Contegix, Hosting.com, and NeoSpire, where he was the company's third employee and helped launch its first data center. He began his career in the United States Marine Corps, serving in the Information Systems Management Office of the 8th Engineer Support Battalion at Camp Lejeune, North Carolina.
About AIB Data Centers
AIB Data Centers Inc. is a developer and operator of digital infrastructure focused on AI hosting and high-performance computing workloads. The Company's platform combines access to reliable, scalable power resources with modular infrastructure deployment designed to accelerate the development of next-generation compute capacity.
For more information, visit https://www.aib.us/.
Forward-Looking Statements
This press release contains “forward-looking statements” that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements may be identified by the use of words such as “may,” “could,” “will,” “should,” “would,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “project” or “continue” or the negative of these terms or other comparable terminology. These statements are based on management’s current expectations and are subject to risks and uncertainties that could cause actual results to differ materially, including the Company’s ability to attract and retain key personnel, the availability of capital and project financing, the timing and completion of construction, utility and interconnection work, including at the Company’s CLT1 data center campus, customer demand, the Company’s ability to satisfy its obligations under customer agreements, changes in applicable laws, regulations or utility requirements, and other factors described in the Company’s filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date of this press release, and the Company undertakes no obligation to update any forward-looking statement except as required by law.
Investor Relations
Chris Tyson
Executive Vice President
MZ Group - MZ North America
Phone: (949) 491-8235
AIB@mzgroup.us
www.mzgroup.us
Media Relations
Alex Petersen
Director of Media Relations
Tigercomm
Phone: (203) 313-7699
media@aib.us