Aibotics, Inc 8-K, filed Oct 16, 2026
Aibotics, Inc. (AIBT)
About this 8-K
Aibotics, Inc filed this 8-K on October 16, 2026, reporting on events of October 14, 2026.
Aibotics, Inc. completed its acquisition of NovaCore Labs assets from PlayJamaica Limited on October 14, 2026, issuing 22,500 Series B Preferred shares (stated value $225,000) plus up to $3,000,000 in earn-out shares, and entered three-year employment agreements with Gregory Moore and Ryan Moore. AI summary
Items reported
- Item 1.01: Entered into a material agreement
- Item 2.01: Completed an acquisition or sale of assets
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Item 1.01 Entry into a Material Definitive Agreement
Asset Sale and Purchase Agreement
On October 12, 2026, Aibotics Inc. (the "Company") entered into an Asset Sale and Purchase Agreement (the "Purchase Agreement") with PlayJamaica Limited, a company organized under the laws of Jamaica ("PlayJamaica"). Under the Purchase Agreement, the Company agreed to acquire certain assets of PlayJamaica's related robotics, drone services, artificial intelligence and mapping solutions.
The acquired assets include robotics and drone equipment, mapping equipment and related tangible assets, the NovaCore Labs name, logos and branding, customer and vendor data and other business records, intellectual property including operating methodologies, standard operating procedures and the NovaCore Nexus software, assignable contracts, software, the novacorelabs.com domain and related email and social media accounts, and associated goodwill. PlayJamaica retains its virtual reality, simulator, creative services, event production and esports businesses and the PlayJamaica brands.
Consideration. As consideration, the Company agreed to issue to PlayJamaica 22,500 shares of the Company's Series B Preferred Stock, with an aggregate stated value of $225,000. PlayJamaica may earn up to an additional $3,000,000 in Series B Preferred Stock if the acquired business generates up to $5,000,000 in cumulative gross revenue during the four years after closing. The earn-out is payable in four tranches of $750,000 each upon reaching cumulative revenue of $500,000, $1,500,000, $3,000,000 and $5,000,000.
Liabilities. The Company does not assume any liabilities of PlayJamaica except those set forth on Schedule 1.4 to the Purchase Agreement, which consist of approximately $35,000 of liabilities relating to certain drones and generators.
Management and funding. The Purchase Agreement provides that Gregory Moore will be appointed President of the Subsidiary and that the Subsidiary will enter into an employment agreement with him. The Company and Mr. Moore will develop a budget to deploy $1,000,000 of capital in the Subsidiary over a 12-month period, which the Company intends to fund with proceeds of an offering under Regulation A. If the Company fails to fund the Subsidiary under the budget and does not cure within 30 days after written notice, PlayJamaica may request to repurchase the assets by returning the Series B Preferred Stock and repaying amounts advanced, over 12 months with interest at 8% per annum, under a secured promissory note.
Other terms. The Purchase Agreement contains customary representations, warranties, covenants and closing conditions. Representations and warranties survive for two years after closing, except those regarding title, authority and intellectual property ownership, which survive indefinitely. Indemnification claims are subject to a $10,000 aggregate threshold, with exceptions, and the Company's indemnification liability is capped at the purchase price. Either party may terminate the Purchase Agreement if closing has not occurred by December 31, 2026.
The foregoing descriptions are summaries, do not purport to be complete, and are qualified in their entirety by reference to the Purchase Agreement, which is filed as Exhibits 10.1, to this Current Report and incorporated by reference.
The representations, warranties and covenants in the Purchase Agreement were made solely for the benefit of the parties to it, as of specific dates, and may be subject to limitations agreed by the parties, including qualifications by confidential disclosures. Investors should not rely on them as characterizations of the actual state of facts or condition of the Company or the acquired business.
Employment Agreements
In conjunction with the Purchase Agreement the Company entered into employment agreements with Gregory Moore and Ryan Moore.
Employment Agreement with Gregory Moore
On October 12, 2026 (the "Effective Date"), Aibotics Inc. (the "Company") and its wholly owned subsidiary, NovaCore Labs Limited, a Jamaican company ("NovaCore"), signed an Employment Agreement (the "Employment Agreement") with Gregory Moore. On the same date, the Company acquired certain assets of PlayJamaica Limited ("PlayJamaica"). Mr. Moore was a principal developer of those assets.
Position and term. Mr. Moore will serve as Chief Executive Officer of NovaCore and will report directly to the Chief Executive Officer of the Company. The initial term runs three years from the Effective Date. It then renews automatically for up to five additional one-year terms unless either party gives written notice of non-renewal at least 30 days before the current term ends.
Commencement shares. Within 10 business days of the Effective Date, the Company will issue Mr. Moore 50,000,000 shares of its common stock. The shares vest in three installments: 16,666,667, 16,666,667 and 16,666,666 shares on the first, second and third anniversaries of the Effective Date. Each installment requires Mr. Moore's continued employment through its vesting date. Unvested shares are forfeited and may be repurchased at par value if his employment ends for any reason other than termination without Cause or resignation for Good Reason. The shares are restricted securities and will carry a Rule 144 legend.
Performance bonus. Mr. Moore will receive a cash bonus equal to 10% of NovaCore's net income under U.S. GAAP, up to $500,000 per year. Net income excludes extraordinary or non-recurring items, intercompany charges, and gains or losses on asset sales outside the ordinary course of business. The bonus is paid quarterly, within 60 days after each fiscal quarter ends.
Milestone awards. Mr. Moore can earn Series B Preferred Stock if NovaCore meets revenue milestones.
·If NovaCore earns $1,000,000 in gross revenue from the assets acquired from PlayJamaica by the second anniversary of the Employment Agreement, the Company will issue $625,000 face value of Series B Preferred Stock.
·If that revenue reaches $2,000,000 by the third anniversary, the Company will issue an additional $625,000 of Series B Preferred Stock.
The Company has agreed to use commercially reasonable efforts to fund NovaCore so that Mr. Moore has a reasonable opportunity to reach these milestones. This commitment is subject to available resources and the Company's business judgment. The Company expects to provide up to $1,000,000 to NovaCore to finance the related business plan.
Other compensation. Mr. Moore is eligible for equity awards under the Company's equity incentive plans, as the Compensation Committee may decide. He may also receive a discretionary annual bonus. He is entitled to reimbursement of reasonable business expenses and may participate in the benefit plans the Company offers its senior employees.
Termination and severance. Either party may end the employment early.
·Mr. Moore may resign on 30 days' written notice or for Good Reason.
·The Company may terminate him for Cause, or without Cause on 30 days' written notice.
If the Company terminates Mr. Moore without Cause or he resigns for Good Reason, he will receive 12 months of continued benefits and a pro-rated bonus. He must first sign a general release of claims. In
addition, any options or restricted stock that would have vested within the next 12 months will vest immediately. If the Company declines to renew the term, he receives the same severance as a resignation for Good Reason. If his employment ends because of death or Total Disability, he or his estate will receive 12 months of continued benefits and a pro-rated bonus.
Restrictive covenants. Mr. Moore has agreed to confidentiality obligations. He has also agreed to non-competition and non-solicitation covenants that last during his employment and for one year after it ends.
This description is only a summary and is qualified in its entirety by the full Employment Agreement, filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated by reference.
Employment Agreement with Ryan Moore
On October 12, 2026, Aibotics Inc. ("Aibotics") and its wholly owned subsidiary, NovaCore Labs Limited, a company organized under the laws of Jamaica ("NovaCore"), entered into an Employment Agreement (the "Employment Agreement") with Ryan Moore. Aibotics and NovaCore entered into the Employment Agreement in connection with their acquisition, on the same date, of certain assets of PlayJamaica Limited ("PlayJamaica"). Mr. Moore was a principal developer of those assets.
Position and Term. Mr. Moore will serve as Vice President of NovaCore and will report directly to NovaCore's Chief Executive Officer. The initial term is three years from October 12, 2026. The term renews automatically for up to five additional one-year terms unless either party gives written notice of non-renewal at least 30 days before the term expires.
Compensation. Within 10 business days after the effective date, Aibotics will issue Mr. Moore 50,000,000 shares of Aibotics common stock. These shares vest in three substantially equal installments on the first, second and third anniversaries of the effective date, subject to his continued employment. If his employment ends for any reason other than termination without Cause or resignation for Good Reason, he forfeits the unvested shares, and they are subject to repurchase at par value. The shares are restricted securities.
Mr. Moore is also entitled to a cash bonus equal to 8% of NovaCore's net income, determined under U.S. GAAP. The bonus is capped at $500,000 per year and is paid quarterly within 60 days after the end of each fiscal quarter. Net income for this purpose excludes extraordinary or non-recurring items, intercompany charges, and gains or losses from asset sales outside the ordinary course of business.
Mr. Moore may also earn Series B Preferred Stock if NovaCore hits two revenue milestones from the assets acquired from PlayJamaica:
·First milestone: $625,000 face value of Series B Preferred Stock if NovaCore reaches $1,000,000 in gross revenue from those assets by the second anniversary of the Employment Agreement.
·Second milestone: an additional $625,000 of Series B Preferred Stock if NovaCore reaches $2,000,000 in gross revenue from those assets by the third anniversary.
The Employment Agreement contemplates that up to $1,000,000 will be provided to NovaCore to finance the business plan for the acquired assets.
Mr. Moore is eligible for awards under Aibotics' equity incentive plans as the Compensation Committee may determine and for a discretionary annual bonus. He will receive reimbursement of reasonable business expenses and may participate in the benefit plans offered to senior employees.
Termination and Severance. Either party may terminate Mr. Moore's employment on 30 days' prior written notice. Severance depends on how his employment ends:
·Without Cause, for Good Reason, or after a Company non-renewal notice: If Mr. Moore signs and does not revoke a general release within 60 days, he receives 12 months of continued benefits and a pro-rated bonus. Any options or restricted stock that would have vested within 12 months after termination also vest immediately. A non-renewal notice from Aibotics or NovaCore triggers the same severance as a resignation for Good Reason.
·Death or Total Disability: He or his estate receives 12 months of continued benefits and a pro-rated bonus.
·Resignation without Good Reason, or termination for Cause: He receives one month of continued benefits.
Restrictive Covenants. Mr. Moore is bound by a confidentiality obligation that survives termination of employment. During his employment and for one year afterward , he may not compete with the Business (immersive and simulation services and drone and robot sales) in any geographic area where he had material involvement. For the same period, he may not solicit employees, customers or business relationships for competitive purposes. His work with PlayJamaica is excluded to the extent it does not compete directly with NovaCore. He also assigns to the company all work created during his employment.
The Employment Agreement is governed by Florida law, subject to mandatory Jamaican employment law.
The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, which is filed as Exhibit 10.3 to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets
On October 14, 2026, the Company completed the acquisition of the NovaCore Labs assets under the Purchase Agreement and issued 22,500 shares of Series B Preferred Stock to PlayJamaica. The information in Item 1.01 is incorporated by reference into this Item 2.01.
Item 3.02 Unregistered Sales of Equity Securities
The information in Item 1.01 regarding the issuance of Series B Preferred Stock is incorporated by reference into this Item 3.02. On October 14, 2026, the Company issued 22,500 shares of Series B Preferred Stock to PlayJamaica as consideration for the acquired assets. The Company may issue additional shares of Series B Preferred Stock under the earn-out.
Each share of Series B Preferred Stock is convertible at the holder's option into shares of Common Stock having an aggregate Fair Market Value equal to the Series B Conversion Price, initially $10.00. Fair Market Value means 80% of the lowest closing price of the Common Stock during the 20 trading days before the conversion date. A holder may not convert to the extent it would beneficially own more than 4.9% of the outstanding Common Stock.
In conjunction with the Employment Agreements entered into with Gregory Moore and Ryan Moore the Company will issue each up to 50,000,000 shares of Company common stock, which shares shall vest in equal installments of 16,666,667, 16,666,667, and 16,666,666 shares on each of the first, second, and third anniversaries of the Effective Date, subject to such Employee’s continued employment through each such vesting date.
The shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933 and/or Regulation S. PlayJamaica represented that it is an accredited investor, is acquiring the shares for investment and not with a view to distribution, and has had the opportunity to ask questions of the Company. The shares are restricted securities and bear a restrictive legend.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
* Certain schedules have been omitted under Item 601(a)(5) of Regulation S-K. The Company will furnish a copy of any omitted schedule to the SEC on request.
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.
AIBOTICS INC.
Date: October 15, 2026
By: /s/ Benjamin Kaplan
Name: Benjamin Kaplan
Title: Chief Executive Officer
ASSET SALE AND PURCHASE AGREEMENT
This Asset Sale and Purchase Agreement (“Agreement”) is made as of October 12, 2026, by and between AIBOTICS INC., a Nevada corporation (“Company” or “Buyer”); and PLAYJAMAICA LIMITED., a company organized and existing under the laws of Jamaica (“Seller”).
RECITALS
A.Seller is the owner of certain assets including contracts and intellectual property (the “Assets”, as further defined below); and
B.Seller desires to sell, and Buyer desires to buy, the Assets.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises exchanged herein, and for other consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
ARTICLE I.
PURCHASE OF ASSETS
1.1.Sale and Purchase of Assets. On the Closing Date, Seller shall sell, assign, transfer, and convey to Buyer or Buyer’s wholly owned subsidiary designated by Buyer in writing prior to Closing (the “New Subsidiary”), and Buyer shall purchase and accept from Seller, on the terms and conditions set forth in this Agreement, all of Seller’s right, title, and interest in and to the Assets of Seller, specifically excluding therefrom all assets of Seller identified in Section 1.3. The Assets consist of:
(a)Tangible assets. Buyer shall acquire the tangible assets set forth on Schedule 1.1(a), attached hereto and incorporated herein by reference, and all documentation relating to any such assets.
(b) Trademarks. All trademarks, trade names, service marks, and other protected or protectable marks or names utilized at any time by Seller set forth on Schedule 1.1(b), attached hereto and incorporated herein by reference, together with all goodwill associated therewith, and all marketing material and proofs or other samples of such trademarks related thereto.
(c)Data, Records, and Assets Information and Intelligence. All lists, records, data, information from past work, and other information of or pertaining to customers, prospects, vendors or suppliers; all marketing plans and strategies; all research, reports and other business intelligence relating to the Assets; and all records of any kind relating to the Assets.
(d)Intellectual Property. All rights to licenses and license applications, all ideas, concepts, plans, proposals, strategies, methods, systems, processes, techniques, know-how,
knowledge, inventions (patentable or unpatentable) and other trade secrets or intellectual property belonging to or developed by Seller in relation to the Assets, whether or not reduced to a readable or tangible form or medium, and all programs, manuals, documents, papers, reports, or other information representing or relating to any such intellectual property as set forth Schedule 1.1(d)
(e)Contract Assignments. All assignable contracts, agreements, arrangements, orders, and commitments related to the assets and identified on Schedule 1.1(e), attached hereto and incorporated herein by reference (the “Assigned Contracts”), and any documents, proposals, correspondence, working papers, or other items related in any way to the Assigned Contracts. Buyer reserves the right to reject any contract after review of the contract and at least five (5) business days prior to the Closing Date by providing written notice to Seller, and any contracts so rejected shall be deemed Excluded Assets. Seller shall obtain and deliver to Buyer at or before Closing all necessary third-party consents to assignment of the Assigned Contracts, and any Assigned Contract for which such consent has not been obtained shall be deemed an Excluded Asset unless Buyer waives this requirement in writing.
(f)Software. All assignable software, copies thereof, software licenses, and associated manuals and documentation, relating to the Assets, as set forth on Schedule 1.1(f), attached hereto and incorporated herein by reference, and, as against Seller, the sole and exclusive right to use said software for any purpose relating to the Assets; provided that Seller represents and warrants that all such software licenses are transferable without third-party consent or, where consent is required, such consent has been obtained and evidenced in writing prior to Closing.
(g)Communications. Seller’s domain name(s); accounts with respect to any social media or other online presence and all content thereof; and all telephone and fax numbers relating to the Assets, as set forth on Schedule 1.1(g), attached hereto and incorporated herein by reference. Seller shall cooperate with Buyer to effectuate the transfer of all domain name registrations, social media accounts, and telecommunications services, including providing all necessary authorizations, passwords, and access credentials.
(h)Other Intangibles. All of Seller’s goodwill relating to the Assets.
(i)Miscellaneous Assets. Included in the above-described sale and purchase of assets are all other assets of Sellers, tangible or intangible, which are used or usable for the full enjoyment and utilization of the assets more particularly described above, including but not limited to passwords and security codes. Other than those assets that are specifically excluded as set forth on Schedule 1.3, no other assets, and no liabilities of any nature whatsoever, are acquired or transferred hereby.
1.2.Consideration. In consideration for the acquisition of the Assets, the Buyer shall issue to the Seller 22,500 shares of the Company’s Series B Preferred Stock (the “Preferred Stock”), with such Preferred Stock having an aggregate stated value of $225,000. The Preferred Stock shall be convertible into shares of the Common Stock (the “Common Stock”) of the Company at the conversion rate stated in the Certificate of Designation of the Preferred Stock attached hereto as Exhibit A and incorporated herein by reference (the “Purchase Price”). All shares of Preferred Stock to be issued pursuant to the transactions contemplated hereby shall be
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“restricted securities,” as defined in Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), and shall bear a restrictive legend in substantially the form set forth in Exhibit B. Seller acknowledges that (i) it is acquiring the Preferred Stock for investment purposes only and not with a view to distribution or resale, (ii) it is an "accredited investor" as defined in Rule 501 of Regulation D under the Securities Act, (iii) it has been afforded the opportunity to ask questions of and receive answers from Buyer concerning the terms and conditions of this investment, and (iv) it understands that the Preferred Stock may not be sold, transferred, or otherwise disposed of without registration under the Securities Act or an applicable exemption therefrom.
1.3.Excluded Assets. Specifically excluded from the Assets to be sold and purchased are those items set forth on Schedule 1.3, attached hereto and incorporated herein by reference. If Schedule 1.3 is not attached or is blank, then no assets shall be deemed excluded except for the Excluded Liabilities as defined in Section 1.4.
1.4.Assumption of Liabilities. Buyer does not assume any liabilities or obligations whatsoever of Seller, its shareholders, directors, officers, employees, agents, successors, or assigns, whether fixed or contingent, past, present, or future, known or unknown, liquidated or unliquidated, due or to become due, direct or indirect (collectively, the “Excluded Liabilities”), except as set forth on Schedule 1.4. Seller agrees to pay all Excluded Liabilities promptly and in full to the extent that any liability constitutes an encumbrance on any of the Assets, and in any event prior to or at Closing, and shall provide written confirmation of such payment to Buyer within five (5) business days of payment. Seller shall provide Buyer with lien releases, UCC-3 termination statements, and other evidence reasonably satisfactory to Buyer that all such encumbrances have been released of record. Seller shall defend, indemnify, and hold Buyer harmless from and against any and all claims, liabilities, or obligations of any nature arising from the acts or omissions of Seller, its shareholders, directors, officers, employees, agents, successors, or assigns, whether arising prior to or subsequent to the signing of this Agreement, except to the extent expressly assumed by Buyer. The indemnification covenant stated in this Section 1.4 shall survive the expiration or termination of this Agreement for a period of twenty-four (24) months following the closing date, and shall be subject to the limitations set forth in Section 2.3 and Section 3.8(e).
1.5.Earn Out. Seller will earn up to $3,000,000 in additional shares of Preferred Stock for generating up to $5,000,000 in cumulative gross revenue during the four (4) year period commencing on the Closing Date, as set forth below. Each milestone represents a cumulative gross revenue threshold:
Milestone | Preferred Shares (Dollar Amount) |
500,000 | |
1,500,000 | $750,000 |
3,000,000 | $750,000 |
5,000,000 | $750,000 |
For purposes hereof, “Revenue” is determined in accordance with the Company’s stated revenue recognition policy.
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ARTICLE II.
REPRESENTATIONS AND WARRANTIES
2.1Representations and Warranties of Seller. Seller warrants and represents to Buyer as follows:
(a)The Seller is duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization (as applicable), with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted, to enter into and perform this Agreement and to consummate all of the transactions contemplated hereby.
(a)The officers of Seller are authorized to execute and deliver this Agreement and any and all documents contemplated hereby. Except as set forth on Schedule 2.1(B), no consents or waivers are required to be given by governmental authorities, parties to an Assigned Contract, or other persons to permit the performance of this Agreement or to permit the lawful transfer of the Assets under this Agreement.
(b)There are no lawsuits, actions, proceedings, investigations, or inquiries before any federal, state or local court, administrative agency, arbitration panel or governmental authority, pending or threatened, against Seller, and Seller is not aware of facts which reasonably would give rise to suits, claims, investigations or inquiries regarding the Assets.
(c)Seller has good and marketable title to the Assets to be sold hereunder, free and clear of any and all options, rights, pledges, mortgages, security interests, liens, charges, burdens, servitudes, and any other encumbrances whatsoever, except as set forth on Schedule 2.1(d) attached hereto.
(d)Seller owns all intellectual property and processes necessary for the utilization of the Assets and has taken all necessary steps to protect same. No intellectual property included in the Assets incorporates or is derived from any open-source software or third-party code that would impose any obligation or restriction on Buyer’s use, modification, or distribution of the Assets. Seller is not aware of any third party having infringed upon, interfered with, conflicted with, misappropriated, or otherwise violated any of its intellectual property or process rights and will promptly notify Buyer if it becomes aware of any such infringement after the signing of this agreement. Seller has not infringed upon, interfered with, conflicted with, misappropriated or otherwise violated any intellectual property or process rights of third parties, has not receive any charge, complaint, claim, demand or notice alleging the same, knows of no basis existing for the same to occur or be asserted in the future as a result of the continued utilization of the Assets, and is not subject to any outstanding order, decree, judgment, stipulation or charge with respect to its use of any intellectual property or processes.
(e)All taxes that have become due and payable on or before the date hereof have been paid by Seller, and no tax lien for unpaid taxes exists with respect to Assets being sold hereunder.
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(f)True, correct, and complete copies of the Assigned Contracts, if any, have previously been provided by Seller to Buyer and all such documents are genuine and in all respects what they purport to be. Each of the Assigned Contracts is valid and enforceable in accordance with its terms, and there are no other agreements, contracts, leases, licenses, or pricing commitments with respect to the Assigned Contracts that extend after the Closing Date. Seller is not in default in the observance or fulfillment of any material obligation, covenant, or condition contained in any of the Assigned Contracts, and no event has occurred which would constitute a default thereunder.
(g)Neither the execution and delivery of this Agreement by Seller nor Seller’s performance of any obligation hereunder shall constitute a default of any term or provision or shall cause an acceleration of the performance required under any other agreement or document to which Seller is a party or is otherwise bound.
(h)Neither the execution and delivery of this Agreement by Seller nor Seller’s performance of any obligation hereunder will constitute a violation of any law, ordinance, ruling, regulation or order to which Seller or the Assets is subject. Seller has complied with all applicable laws and regulations of federal, state and local governments and all agencies thereof which affect the Assets, except where failure to so comply would not, individually or in the aggregate, have a material adverse effect on Seller or adversely affect Seller’s ability to consummate the transactions contemplated by this Agreement.
(i)Seller has not engaged any broker, finder or agent in connection with the transactions which are the subject of this Agreement.
(j)No representation or warranty by Seller in this Agreement or in any exhibit, letter, or other instrument furnished or to be furnished to Buyer pursuant to this Agreement or in connection with the transactions contemplated hereby contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements contained therein not misleading. All information of a material nature concerning the Assets or the business, operations, customers, or suppliers of Seller has been previously disclosed to Buyer in writing.
2.2Representations and Warranties of Buyer. Buyer warrants and represents to Seller as follows:
(a)Buyer is in good standing in its state of incorporation and full power and authority to enter into and execute this Agreement
(b)The officers of Buyer are authorized to execute and deliver this Agreement and any and all documents contemplated hereby.
(c)Neither the execution and delivery of this Agreement by Buyer nor Buyer’s performance of any obligation hereunder shall constitute a default of any term or provision or shall cause an acceleration of the performance required under any other agreement or document to which Buyer is a party or is otherwise bound.
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(d)Neither the execution and delivery of this Agreement by Buyer nor Buyer’s performance of any obligation hereunder will constitute a violation of any law, ordinance, ruling, regulation or order to which Buyer is subject. Buyer has complied with all applicable laws and regulations of federal, state and local governments and all agencies thereof, except where failure to so comply would not, individually or in the aggregate, have a material adverse effect on Buyer or adversely affect Buyer’s ability to consummate the transactions contemplated by this Agreement.
(e)Buyer has not engaged any broker, finder or agent in connection with the transactions which are the subject of this Agreement.
2.3Survival of Representations and Warranties. All representations and warranties made by the parties in this Agreement or in any exhibit or other instrument hereunder are material and are being relied upon by the parties and shall survive the Closing for the period of two years from the Closing Date, except for representations regarding title, authority, and intellectual property ownership which shall survive indefinitely.
ARTICLE III.
COVENANTS
3.1Closing. The sale and purchase of the Assets (“Closing”) provided for in this Agreement shall occur at the offices of Buyer, or by email, facsimile, or telephone, beginning at 10:00 a.m., on September 15, 2026 (the “Closing Date”) or at such other time and date as is mutually agreeable to the parties.
3.2Maintenance of Assets. From and after the date of this Agreement and until the Closing Date, Seller shall use its best efforts to maintain the Assets as they now exist and shall take no action the effect of which would be to impair the condition, status, existence, or usability of any asset, nor shall it fail to take any action necessary to maintain or preserve the present condition, status, existence, or usability of any asset.
3.3Representations and Warranties. Each party shall use its best efforts to prevent the occurrence of any change or event which would prevent any of its representations and warranties contained in this Agreement from being true in all material respects at and as of the Closing Date.
3.4Exclusive Dealing. Seller agrees, for itself and each of its shareholders, directors, officers, and employees, not to directly or indirectly solicit, consider, discuss or negotiate with any party other than Buyer, before the Closing, concerning sale of any of the Assets or sale of Seller or any controlling interest of Seller, unless this Agreement is cancelled due to the mutual written agreement of the parties or is terminated because any condition to a Closing stated in this Agreement has not been satisfied or waived before the Closing.
3.5Title Transfer. At the Closing, Seller shall perform all acts necessary to put Buyer in actual and complete possession and control of the Assets identified in Section 1.1 and, to the extent relating to such Assets or necessary for commercially reasonable use and enjoyment of such
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Assets, including but not limited to delivery to Buyer of such instruments of sale, assignment, transfer, and conveyance, duly executed and in form and content satisfactory to counsel for Buyer, as are necessary to vest in Buyer good and marketable title to and possession of the Assets free and clear of all liens, claims, and encumbrances, and delivery of all consents or waivers as may be required in connection with the matters identified on Schedule 2.1(b).
3.6Transitional Assistance. After each Closing, Seller shall provide reasonable assistance from time to time to Buyer, its employees, and agents, to facilitate a transfer of possession of tangible assets and transition of business operations and systems.
3.7Further Assurances. Seller shall from time to time after the Closing, at the request of Buyer and without further consideration, execute and deliver such other instruments of sale, assignment, transfer or conveyance and take such other action as Buyer may reasonably request to more effectively sell, assign, transfer, or convey to and vest in Buyer good and marketable title to and possession of the Assets. Seller shall from time to time after the Closing, without further consideration, deliver to Buyer all correspondence, orders, invoices, checks (properly endorsed), payments, and other information or documents received by Seller relating to the Assets.
3.8Indemnification. Without limiting the remedies available at law or in equity to the parties, each party shall provide indemnification as follows:
(a)By Seller. Seller agrees to indemnify and hold harmless Buyer, its shareholders, directors, officers and employees (each of the foregoing is a “Buyer Indemnitee”), from and against any and all demands, claims, causes of action, losses, damages, liabilities, and costs and expenses of any type or nature whatsoever, including but not limited to reasonable attorneys’ and accountants’ fees and expenses (each of the foregoing is a “Claim”), that are asserted against or incurred by a Buyer Indemnitee, directly or indirectly, in relation to the subject matter of this Agreement by reason of or resulting from (1) any breach of any representation or warranty, or any noncompliance with any covenant or undertaking by Seller contained in or made pursuant to this Agreement, or (2) the negligent acts or omissions of Seller, its shareholders, directors, officers, employees, contractors, or agents, in relation to the Assets, the Assets or otherwise.
(b)By Buyer. Buyer agrees to indemnify and hold harmless Seller its members, directors, officers and employees (each of the foregoing a “Seller Indemnitee”) from and against any and all Claims that are asserted against or incurred by Seller, directly or indirectly, in relation to the subject matter of this Agreement by reason of or resulting from (1) any material breach of any representation or warranty, or any material noncompliance with any covenant or undertaking by Buyer contained in or made pursuant to this Agreement, or (2) the negligent acts or omissions of a Buyer Party, provided that the total aggregate liability of Buyer under this clause shall not exceed the purchase price paid under this Agreement.
(c)Representation, Settlement and Cooperation. If any investigation, action or other proceeding (each a “Proceeding”) is initiated against any Seller Indemnitee or Buyer Indemnitee (each, an “Indemnitee”) and the Indemnitee intends to seek indemnification from Seller or Buyer (each an “Indemnitor”), as applicable, under this Section 3.8 on account of the Indemnitee's involvement in the Proceeding, then the Indemnitee shall give prompt notice to the applicable Indemnitor; provided, however, that the failure to so notify the Indemnitor shall not
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relieve the Indemnitor of its obligations under this Section 3.8 but instead shall reduce those obligations by the amount of damages or increased costs and expenses attributable to the failure to give notice. Upon receipt of notice of a Proceeding for which indemnification is available under this Section 3.8, the Indemnitor shall have the right, but not the obligation, to conduct and control, through counsel of its choosing that is reasonably acceptable to the Indemnitee, any third-party Proceeding (a “Third-Party Claim”), and the Indemnitor may compromise or settle the same; provided, however, that the Indemnitor shall give the Indemnitee advance notice of any proposed compromise or settlement and the Indemnitor shall not compromise or settle any Third-Party Claim without the prior written consent of the Indemnitee (which shall not be unreasonably withheld, conditioned or delayed) unless such compromise or settlement (x) provides for no relief other than the payment of monetary damages borne solely by the Indemnitor, (y) does not include any admission of wrongdoing or violation of Law on the part of the Indemnitee or its Affiliates and (z) includes as an unconditional term thereof the giving by the third-party claimant to the Indemnitee of a release from all Liability in respect thereof; provided, further, that the Indemnitor shall have no right to conduct or control any Third-Party Claim (i) if the Indemnitor fails to notify the Indemnitee, within thirty (30) days after the Indemnitee has given notice of the Third-Party Claim to the Indemnitor, that the Indemnitor is assuming the defense of such Third-Party Claim; (ii) unless the Indemnitor expressly agrees in writing that such Indemnitor shall be liable for all Losses related to such Third-Party Claim; (iii) if the Third-Party Claim seeks equitable relief against the Indemnitee; (iv) in the case where Seller is the Indemnitor, if the Losses claimed in connection therewith involve an amount in excess of the amount then available for indemnification with respect to such matter in light of the limitations set forth in this Section 3.8; (v) if upon the written advice of outside counsel, the Indemnitee determines in good faith that an actual conflict of interest exists which, under applicable principles of legal ethics, would reasonably be expected to prohibit a single legal counsel from representing both the Indemnitee and the Indemnitor in such Proceeding; (vi) if such Third-Party Claim is brought by a Governmental Authority or alleges criminal violation of any Law; or (vii) if such Third-Party Claim involves a material customer or supplier of the Company. The Indemnitor or Indemnitee, as applicable, may participate in any Proceeding being defended against by the other at its own expense and shall not settle any Proceeding without the prior consent of the other, which consent shall not be unreasonably withheld. The Indemnitor and Indemnitee shall cooperate with each other in the conduct of any Proceeding.
(d)Notice of Indemnification Claims. No indemnification claim shall be deemed to have been asserted until the applicable Indemnitor has been given notice by the Indemnitee of the amount of the claim and the facts on which the claim is based. For purposes of this Section 3.8, notice of an indemnification claim shall be deemed to cover claims arising out of or in connection with all related Claims so long as, in the case of Claims instituted by third parties, the Indemnitee complies with Section 3.8(c). Indemnification shall be paid within thirty (30) days after the Indemnitor's receipt of the notice described in this Section 3.8(d). Evidence of (a) the amount of the claims for which the Indemnitee seeks indemnification, and (b) the Indemnitor's liability shall be in form and content reasonably satisfactory to the Indemnitor.
(e)Indemnification Threshold. Except for Claims relating to breaches of Representations and Warranties contained in this Agreement and Claims arising as a result of fraud or intentional misrepresentation, as to which the limitations of this Section 3.8(e) shall not apply, no Indemnitor shall have any indemnification obligations under Section 3.8(a) or Section 3.8(b) unless and until the claims asserted against the applicable Indemnitor exceed $10,000 in the
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aggregate (the “Threshold Amount”). If indemnification claims exceed the Threshold Amount, the Indemnitor shall be liable for all indemnification claims properly asserted against it, including those comprising the Threshold Amount. All other indemnification obligations shall be unlimited as to dollar amount.
ARTICLE IV.
ADDITIONAL AGREEMENTS
4.1Management of New Subsidiary. Gregory Moore shall be appointed as the President of the subsidiary and the subsidiary shall enter into an employment agreement with Moore. The subsidiary shall be run in such a manner that its books and records can be successfully audited by Buyer’s independent auditing firm in accordance with its obligations under the Securities Exchange Act of 1934, as amended.
4.2Funding of the Subsidiary. Moore and Buyer shall develop a budget to deploy $1,000,000 of capital over a 12-month period. Buyer will fund the subsidiary with proceeds from a Regulation A offering (the “Offering”). Should Buyer fail to fund the subsidiary in accordance with the budget, Buyer shall have thirty (30) days following written notice from the Seller of its failure to fund to cure such failure. Should Buyer not cure the failure to fund, then Seller may request to repurchase the Assets by returning to Buyer the total number of shares of Preferred Stock issued pursuant to this Agreement and repaying to Buyer any amounts advanced pursuant to this section over a twelve (12) month period, with interest accruing at the rate of 8% per annum. The parties shall enter into a promissory note to secure such repayment, which promissory note shall include customary default provisions, acceleration clauses, and shall be secured by a security interest in the Assets being repurchased.
ARTICLE V.
CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER
The obligations of Buyer to be performed on the Closing Date shall be subject to the satisfaction of the following conditions on or before the Closing Date:
5.1Assignment of Contracts. Seller shall use its commercially reasonable best efforts to secure the assignment of Assigned Contracts that Buyer is purchasing pursuant to this Agreement and shall obtain all necessary third-party consents required for such assignments. No later than five (5) business days prior to the Closing Date, the parties shall identify in writing those Assigned Contracts that are to be assigned and shall cooperate diligently and in good faith for the assignment of such contracts. Any Assigned Contracts not assigned by the Closing Date shall be assigned within thirty (30) days following the Closing Date, or Buyer shall have the right to terminate this Agreement or seek specific performance.
5.2Representations, Warranties and Covenants. With respect to the Closing Date, the representations and warranties of Seller contained in this Agreement shall have been true and correct in all material respects at and as of the applicable Closing Date as though such representations and warranties were made at and as of such date, and Seller shall have fully performed and complied with all covenants, terms and conditions to be complied with by Seller
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on or before the Closing Date. If any of Seller's representations and warranties are not true and correct in all material respects at the time of closing, Buyer shall have the right to either (i) terminate this Agreement and receive a full refund of any amounts paid or advanced, or (ii) proceed with the closing and seek indemnification for any losses resulting from such breach in accordance with the indemnification provisions of this Agreement.
5.3Liens. There shall be no security interests, liens or other encumbrances of any type or nature against or involving the Assets other than those described on Schedule 2.1(d) hereto.
5.4Material Adverse Effects. Nothing shall have occurred which constitutes, in the sole and absolute judgment of Buyer, a material adverse effect relating to the Assets. For purposes of this Agreement, "material adverse effect" shall be construed broadly to include, without limitation, any event, change, or occurrence that, individually or in the aggregate, has resulted in or would reasonably be expected to result in any diminution in value, functionality, or marketability of the Assets, any adverse change in the condition, prospects, or operations associated with the Assets, or any other change that Buyer determines, in its sole discretion, to be adverse to the Assets or Buyer's intended use thereof.
5.5No Injunction. No injunction or other order entered by a state or federal court of competent jurisdiction shall have been issued and remain in effect which would prohibit or make illegal the consummation of the transactions contemplated by this Agreement.
5.6Performance at Closing. Seller shall have performed all of its obligations and deliveries under Article III, or stand ready, willing and able to perform all of same at Closing.
ARTICLE VI.
CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER
The obligations of Seller to be performed on the Closing Date shall be subject to the satisfaction of the following conditions:
6.1Representations, Warranties and Covenants. With respect to the Closing Date, the representations and warranties of Buyer contained in this Agreement shall have been true and correct in all material respects at and as of the Closing Date as though such representations and warranties were made at and as of such date, and Buyer shall have fully performed and complied with all covenants, terms and conditions to be complied with by Buyer on or before the Closing Date.
6.2Material Adverse Effects. Nothing shall have occurred which constitutes, in the reasonable judgment of Seller, a material adverse effect relating to the Company.
6.3No Injunction. No injunction or other order entered by a state or federal court of competent jurisdiction shall have been issued and remain in effect which would prohibit or make illegal the consummation of the transactions contemplated by this Agreement.
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6.4Performance at Closing. Buyer shall have performed all of its obligations and deliveries under Article III, or stand ready, willing and able to perform all of same at Closing.
ARTICLE VII.
GENERAL
7.1Expenses. Each party to this Agreement shall pay its own expenses (including without limitation the fees and expenses of their respective agents, representatives, counsel, and accountants) incidental to the preparation and carrying out of this Agreement.
7.2Confidentiality. Unless required by law or to complete the transaction or unless otherwise agreed to in advance in writing, the parties hereto shall maintain in strict confidence all negotiations and any other information about this transaction, except the fact of its occurrence. This confidentiality obligation shall survive for a period of three (3) years following the termination or completion of this Agreement, provided that the parties may disclose information to their respective accountants, legal counsel, and professional advisors who are bound by professional duties of confidentiality or who have executed written confidentiality agreements. Notwithstanding the foregoing, information that constitutes trade secrets shall remain confidential for so long as such information qualifies as a trade secret under Florida Statute 688.001, et seq. If for any reason the transaction contemplated by this Agreement is not consummated, then the parties agree that all negotiations and other information with respect to the transaction shall be maintained in strict confidence, and each party shall, upon written request of the other party, return or destroy all confidential information received from the other party and certify in writing such return or destruction.
7.3Time of the Essence. Time is of the essence of this Agreement.
7.4Termination. This Agreement may be terminated as follows (and upon any such termination, neither party shall have any further obligations hereunder except for those provisions that expressly survive termination, including but not limited to Sections 7.1, 7.2, 7.8, and 7.13):
a.Buyer and Seller may terminate this Agreement by mutual written consent at any time prior to Closing; or
b.Either Buyer or Seller may terminate this Agreement by written notice to the other, in the event that (i) there shall be enacted any law by a governmental authority of competent jurisdiction that makes the consummation of the transactions contemplated by this Agreement illegal or otherwise prohibits the transactions contemplated hereby; (ii) any governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any governmental order, which is in effect as of a Closing Date, that has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting the consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof; or (iii) the Closing has not occurred by December 31, 2026 (the “Outside Date”), unless such failure is due to the breach of this Agreement by the party seeking to terminate.
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7.5Notices. All notices hereunder shall be effective when in writing and delivered personally, by overnight air courier service, or by United States registered or certified mail, postage prepaid, to the following addresses:
If to Buyer or Company: |
100 SE 2nd St., Suite 2000 Miami, FL 33131 Email: bkaplan@aibotics.ai Attention: Benjamin Kaplan
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with a copy (which shall not constitute notice) to: |
Jonathan D. Leinwand, P.A. 18305 Biscayne Blvd., Suite 200 Aventura, FL 33160 Facsimile: 954.903.7856 Email: jonathan@jdlpa.com Attention: Jonathan D. Leinwand, Esq.
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If to Seller: |
Email: gregorymoore@novacorelabs.com
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Delivery of notice shall be deemed to occur (i) on the date of delivery when delivered in person, (ii) one (1) business day following deposit for overnight delivery to an overnight air courier service which guarantees next day delivery, or (iii) three (3) business days following the date of deposit if mailed by United States registered or certified mail, postage prepaid. A party may change its address for notice purposes by providing notice as set forth in this Section.
7.6Entire Agreement; Modification. This Agreement and the schedules and exhibits hereto constitute the entire agreement between the parties pertaining to the subject matter hereof and supersede all prior or contemporaneous negotiations, discussions, understandings, or agreements of the parties in connection with the subject matters hereof. All schedules and exhibits hereto are hereby incorporated into and made a part of this Agreement. This Agreement may not be modified or amended unless in a written instrument signed by the parties.
7.7Governing Law. This Agreement and all disputes arising with respect to this Agreement or the relationship between the parties shall be governed by and construed in accordance with the substantive laws of Florida without giving effect to any choice or conflict of law provision or rule.
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7.8Dispute Resolution. In the event of any dispute, claim, question, or disagreement (each a “Dispute”) arising from or relating to this Agreement or the breach thereof, the parties shall use their best efforts to settle the Dispute before resorting to legal action. To this end, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If the parties do not reach such solution within a period of thirty (30) days, or such longer period as mutually agreed in writing, then either party may seek to resolve the Dispute as set forth in Section 0.
7.9Jurisdiction, Venue. Any dispute arising out of or relating to this Agreement, including the formation, interpretation, breach, or termination thereof, shall be brought in the state and federal courts located in Broward County, Florida and the parties hereby irrevocably consent to the exclusive jurisdiction of such courts in any such dispute.
7.10Severability. In the event any provision of this Agreement is held invalid, illegal, or unenforceable, whether in whole or in part, the remaining provisions of this Agreement shall not be affected thereby and shall continue in full force and effect. If, for any reason, a court finds that any provision of this Agreement is invalid, illegal, or unenforceable as written, but that by limiting such provision it would become valid, legal, and enforceable, then such provision shall be deemed to be written and shall be construed and enforced as so limited.
7.11Specific Performance. Without limitation of the remedies of either party, the obligations hereunder of Sellers and of Buyer shall be subject to a decree of specific performance by any court having jurisdiction.
7.12No Breakage Fee. If the transactions contemplated by this Agreement are not consummated due to the failure of any condition to closing that is not waived, neither party will be entitled to receive from the other a breakage fee or any other compensation, reimbursement of fees, costs or expenses, or damages of any type or nature, other than as may be set forth in this Agreement.
7.13Ambiguities; Joint Drafting. In the event of any dispute concerning the meaning of any provision of this Agreement, each of the parties hereto agrees that they have contributed to the preparation of this Agreement directly or through their respective counsel, that they have jointly written or composed the provisions herein and that no party should be given any advantage over the other under the laws of construction of contracts based upon the authorship hereof.
7.14Binding Effect. The provisions of this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, personal representatives, successors, and permitted assigns. Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except that Buyer may assign this Agreement to any affiliate or subsidiary without Seller’s consent. This Agreement shall continue in force until all the obligations, duties, and warranties as specified herein shall be fully performed and satisfied.
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7.15Headings and Captions. The title or captions of paragraphs in this Agreement are provided for convenience of reference only and shall not be considered a part hereof for purposes of interpreting or applying this Agreement, and such titles or captions do not define, limit, extend, explain, or describe the scope or extent of this Agreement or any of its terms or conditions.
7.16Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
[Signatures On Next Page]
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IN WITNESS WHEREOF, the parties have executed this Asset Sale and Purchase Agreement by their duly authorized representatives as of the date first written above.
SELLER: | PLAY JAMAICA LTD | |
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| By: |
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| GREGORY MOORE, |
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| Chief Executive Officer |
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BUYER: | AIBOTICS INC. | |
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| By: |
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| Name: Benjamin Kaplan |
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| Title: Chief Executive Officer |
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Schedule 1.1(a)
Robotics Division
Item | Serial Number |
Keenon Robots (Purchased By Aibotics) |
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T10 |
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T10 |
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T8 |
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C30 |
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C40 |
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C40 |
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W3 |
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W3 |
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T11 |
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T9 |
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Drone Services
●Existing DJI Drone Systems
●CZi Skylight Drones*
●Vector Control Drone*
●ControllersBatteries
●Chargers
●Payload systems
●Carrying cases
●Operational field equipment
●Supporting generators
PlayJamaica Limited recently acquired four (4) commercial drone systems consisting of three (3) tethered lighting drones and one (1) vector control (spray) drone together with supporting generators, import duties, freight, customs, taxes and logistics. Items marked in red below.
These assets were financed through temporary family financing and are subject to Schedule 1.4.
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Drones | Serial Number |
CZi - CZ10 Skylight Drone |
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CZi - CZ10 Skylight Drone |
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CZi - CZ100 Skylight Drone |
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JT - Thermal Fogger Drone |
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DJI Mavic air 2 Fly More Drone, |
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DJI Avata 2 Fly More Drone |
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Other Equipment |
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iPowerGXs4300i - Generator |
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Aceup - Ai1500s Generator |
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Aceup - Ai1500s Generator |
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Mapping
●Google Street View camera system
●Google Branded Street View Vehicle
●360 Camera Systems
●Mapping Storage Devices
●Supporting equipment
Google Camera System | Serial Number |
Labpano Pilot Era Google Street View Camera |
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Water Proof Clamshell Case |
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Toshiba Android Tablet for Mapping |
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Labpano Extra Battery |
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Labpano Charge Dock |
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Motor Vehicle |
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2014 Suzuki Swift Motor Car |
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Schedule 1.1(b)
Trademarks have not yet been registered, however, the following have been used in commerce and all rights are being transferred:
●NovaCore Labs
●NovaCore Labs logos
●Associated branding
Excluded
●PlayJamaica Limited
●Jamaica Esports Initiative
●All other PlayJamaica brands and future brand identities
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Schedule 1.1(d)
Intellectual Property
No patents have been filed but the following constitute the intellectual property transferred (i.e. trade secrets, propriety processes, methods, software, code and knowledge).
●Robotics operating methodologies
●Drone operating methodologies
●Artificial Intelligence methodologies
●Mapping methodologies
●Automation methodologies
●Standard Operating Procedures (SOPs)
●Technical manuals
●Customer implementation documentation
●Technical deployment documentation
●Training documentation
●Internal operational documentation
Software
●NovaCore Nexus Project Management (Undergoing Development)
●APIs Excluded
●Simulator IP
●VR IP
●Creative methodologies
●Animation assets
●Event production methodologies
●PlayJamaica creative works
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Intellectual Property
Contracts, subject to third party approvals where required:
●Robotics supplier agreements
●Drone supplier agreements
●Mapping technology agreements
●AI platform agreements
●Customer agreements supporting Robotics
●Customer agreements supporting Drone Services
●Customer agreements supporting AI
●Customer agreements supporting Mapping
●Educational partnerships supporting NovaCore's business
Including but not limited to:
1.HEART TRUST NSTA Draft Course Outline and Correspondence
2.7 Factor Sofftware NDA.pdf
3.15 Year (DRAFT) Agreement between UWIGC and PlayJamaica Ltd.pdf
4.190525 NCTech NDA - NovaCore Labs .pdf
5.Cloud Partner Certificate PlayJamaica Limited.pdf
6.FluentData_NDA.pdf
7.Infinit Drones & NovaCore Labs NDA-signed (1) (1).pdf
8.ISOC Appointment Nova Core Labs_Gregory Moore.pdf
9.Ministry Of National Security Recommendation.pdf
10.MOU Between PlayJamaica and UWIGC.pdf
11.Partner profile - Partner Directory _ Google Cloud.pdf
12.Play Jamaica Added Reseller Agreement 2019.docx.pdf
13.PlayJamaica Collaboration Agreement Signed.pdf
14.PlayJamaica Limited Scanbox confirmation.pdf
15.Tourism Enhancement Fund (TEF) Referral Letter for Virtual Reality Jamaica.pdf
Excluded
●Contracts relating primarily to:
○Virtual Reality
○Simulator development
○Creative services
○Event execution
○Esports
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Schedule 1.1(f)
Software
To be Transferred
●Robotics software
●Drone management software
●GIS software
●Mapping software
●CRM supporting NovaCore
●Project management software supporting NovaCore
●NovaCore cloud infrastructure
Excluded
●PlayJamaica administration software
●Creative software
●Media production software
●Simulator software
●Accounting software
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Schedule 1.1(g)
·NovaCore Labs domain(s) - novacorelabs.com
·NovaCore email addresses - all emails that reside on the @novacorelabs.com domain
·NovaCore social media - Twitter, Tik Tok, Instagram, Linkedin, Youtube - all use the handles @NovaCorelabs
·NovaCore marketing materials - Content Created By NovaCore Labs Team
·NovaCore customer database - List of Clients we have built over the past 10 years that will be utilized to solicit ongoing business
Excluded
●PlayJamaica domains
●PlayJamaica email
●PlayJamaica social media
●PlayJamaica communications
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SCHEDULE 1.3
EXCLUDED ASSETS
Business Activities
Retained by PlayJamaica Limited
●Virtual Reality
●Mixed Reality
●Augmented Reality
●Simulator Development
●Serious Games
●Creative Services
●Animation
●3D Modelling
●Graphic Design
●Video Production
●Event Production
●Brand Activations
●Esports
●Future Venture Development
●Software development outside NovaCore's defined business scope
Brands
·PlayJamaica
·Jamaica Esports Initiative
·Future PlayJamaica brands
Assets Not Expressly Transferred
Any asset not specifically identified as a Transferred Asset under Schedule 1.1 shall remain the property of PlayJamaica Limited.
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Schedule 1.4
Liabilities of approximately $35,000 related to:
Drones | Serial Number |
CZi - CZ10 Skylight Drone |
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CZi - CZ10 Skylight Drone |
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CZi - CZ100 Skylight Drone |
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JT - Thermal Fogger Drone |
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Other Equipment |
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iPowerGXs4300i - Generator |
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Aceup - Ai1500s Generator |
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Aceup - Ai1500s Generator |
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Schedule 2.1(b)
REQUIRED CONSENTS OR WAIVERS
To be provided by PlayJamaica at closing.
Schedule 2.1(d)
LIENS AND ENCUMBRANCES
None except as set forth in Schedule 1.4
EXHIBIT A
CERTIFICATE OF DESIGNATION
OF
SERIES B PREFERRED STOCK OF
MYCOTOPIA THERAPIES, INC.
Pursuant to the authority conferred upon the Board of Directors by the Articles of Incorporation of MYCOTOPIA THERAPIES, INC., a Nevada Corporation (the “Company”), and by the Nevada Business Corporation Act, the Board of Directors of the Company (the “Board”) on January 6, 2022 adopted by resolution the following terms, conditions and designations of the Series B Preferred Stock. Such preferred stock shall contain the following terms, powers, preferences, and rights:
1,500,000 (one million five hundred thousand) shares of the authorized and unissued Preferred Stock of the Corporation are hereby designated “Series B Preferred Stock” with the following rights, preferences, powers, privileges and restrictions, qualifications, and limitations.
1.Dividends.
The Corporation shall not declare, pay or set aside any dividends on the Series B Preferred Stock.
2.Liquidation, Dissolution or Winding Up; Certain Mergers, Consolidations and Asset Sales.
2.1Liquidation Payment Amount for Holders of Series B Preferred Stock. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation or Deemed Liquidation Event, the holders of shares of Series B Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its shareholders before any payment shall be made to the holders of preferred stock junior to the Series B Preferred Stock or Common Stock by reason of their ownership thereof, an amount per share equal to the Series B Original Issue Price (the amount payable pursuant to this sentence is hereinafter referred to as the “Series B Liquidation Amount”). The “Series B Original Issue Price” shall mean $10.00 per share, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock. If upon any such liquidation, dissolution or winding up of the Corporation or Deemed Liquidation Event, the assets of the Corporation available for distribution to its stockholders shall be insufficient to pay the holders of shares of Series B Preferred Stock the full amount to which they shall be entitled under this Subsection 2.1, the holders of shares of Series B Preferred Stock shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares
held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full.
2.2Deemed Liquidation Events.
2.2.1Definition. Each of the following events shall be considered a “Deemed Liquidation Event”:
(a)a merger, consolidation or share exchange in which:
(i) the Corporation is a constituent party or
(ii) a subsidiary of the Corporation is a constituent party
And, in either case, the Corporation issues shares of its capital stock pursuant to such merger or consolidation, except any such merger or consolidation involving the Corporation or a subsidiary in which the shares of capital stock of the Corporation outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the capital stock of (1) the surviving or resulting corporation or (2) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; or
(b)the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Corporation or any subsidiary of the Corporation of all or substantially all the assets of the Corporation and its subsidiaries taken as a whole, or the sale or disposition (whether by merger or otherwise) of one or more subsidiaries of the Corporation if substantially all of the assets of the Corporation and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Corporation.
2.3.2Effecting a Deemed Liquidation Event.
(a)The Corporation shall not have the power to effect a Deemed Liquidation Event referred to in Subsection 2.3.1(a)(i) unless the agreement or plan of merger, consolidation or share exchange for such transaction (the “Merger Agreement”) provides that the consideration payable to the shareholders of the Corporation shall be allocated among the holders of capital stock of the Corporation in accordance with Subsection 2.1.
(b)In the event of a Deemed Liquidation Event referred to in Subsection 2.2.1(a)(ii) or 2.2.1(b), if the Corporation does not effect a dissolution of the Corporation under the Business Corporation Act within 90 days after such Deemed Liquidation Event, then the Corporation shall send a written notice to each holder of Series B Preferred Stock no later than the 90th day after the Deemed Liquidation Event advising such holders of the
redemption of such shares of Series B Preferred Stock, and, if the Board so determines, the Corporation may use the consideration received by the Corporation for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by the Board of Directors of the Corporation), together with any other assets of the Corporation available for distribution to its shareholders, all to the extent permitted by Nevada law governing distributions to shareholders (the “Available Proceeds”), on the 150th day after such Deemed Liquidation Event (the “Redemption Date”), to redeem all outstanding shares of Series B Preferred Stock at a price per share equal to the Series B Liquidation Amount (the “Redemption Price”). Notwithstanding the foregoing, in the event of a redemption pursuant to the preceding sentence, if the Available Proceeds are not sufficient to redeem all outstanding shares of Series B Preferred Stock, the Corporation shall ratably redeem each holder’s shares of Series B Preferred Stock to the fullest extent of such Available Proceeds and shall redeem the remaining shares as soon as it may lawfully do so under Nevada law governing distributions to shareholders. Prior to the distribution or redemption provided for in this Subsection 2.3.2(b), the Corporation shall not expend or dissipate the consideration received for such Deemed Liquidation Event, except to discharge expenses incurred in connection with such Deemed Liquidation Event.
Each holder of Series B Preferred Stock shall surrender the certificate or certificates representing such shares to the Corporation at the principal office of the Corporation, or at such other place as may be designated by the Corporation, on or before the Redemption Date, and thereupon, on the Redemption Date, the Corporation shall pay the Redemption Price for such shares in immediately available funds, by wire transfer to an account designated by such holder or by certified or bank check payable to the order of the person whose name appears on such certificate or certificates as the owner thereof. Each stock certificate surrendered for redemption shall be canceled and retired. From and after the Redemption Date, unless there shall have been a default in payment of the Redemption Price, all rights of the holders of the Series B Preferred Stock of the Corporation (except the right to receive the Redemption Price on surrender of their certificate or certificates) shall cease with respect to such shares, and such shares shall not thereafter be transferred on the books of the Corporation or be deemed to be outstanding for any purpose whatsoever. Shares of Series B Preferred Stock that are subject to redemption but that have not been redeemed and the Redemption Price paid due to insufficient legally available funds shall continue to be entitled to the conversion and other rights, preferences, privileges and restrictions of such Series B Preferred Stock until such shares have been redeemed and the Redemption Price has been paid.
2.3.3Notice of Liquidating Event. Written notice of any Deemed Liquidating Event stating, as applicable, a payment date or Redemption Date, the place where such payment or redemption shall be made, the amount of each payment in liquidation or the Redemption Price and calling on such holder to surrender to the Corporation, in the manner and at the place designated, its certificate or certificates representing its shares of Series B Preferred Stock, shall be given not less than 10 days before the payment date or Redemption Date stated therein, to each holder of record of Series B Preferred Stock at such holder’s address as shown in the records of the Corporation; provided, that, to the extent permitted hereunder, any holder of Series B Preferred Stock may convert its shares of Series B Preferred Stock to Common Stock during such period at any time before the close of business on the last full day preceding the payment date or Redemption Date stated in such notice.
2.3.4Amount Deemed Paid or Distributed. The amount deemed paid or distributed to the holders of capital stock of the Corporation upon any such merger, consolidation, sale, transfer, exclusive license, other disposition or redemption shall be the cash or the fair market value of the property, rights or securities paid or distributed to such holders by the Corporation or the acquiring person, firm or other entity. The fair market value of such property, rights or securities shall be determined in good faith by the Board.
3.Voting.
3.1General. Notwithstanding anything to the contrary herein or in the Articles of Incorporation of the Company, except as provided below or otherwise expressly required by applicable law, the holders of Series B Preferred Stock shall not be entitled to vote. At any time when shares of Series B Preferred Stock are required to vote, the written consent or affirmative vote of the holders of at least 50% of the then outstanding shares of Series B Preferred Stock, given in writing or by vote at a meeting, consenting or voting (as the case may be) separately as a class, shall be binding on all Series B Preferred Stock holders. The holders of Series B Preferred Stock shall be entitled to vote on any proposed amendment to the Company’s Articles of Incorporation if such amendment would:
3.1.1 Effect an exchange or reclassification of all or part of the Series B Preferred Stock into shares of another class;
3.1.2 Effect an exchange or reclassification, or create the right of exchange, of all or part of the shares of another class of the Company into shares of Series B Preferred Stock;
3.1.3 Adversely change the rights, preferences, or limitations of all or part of the shares of Series B Preferred Stock;
3.1.4 Change the shares of all or part of the Series B Preferred Stock into a different number of shares of Series B Preferred Stock;
3.1.5 Create a new class of shares having rights or preferences with respect to dissolution that are prior or superior to the shares of Series B Preferred Stock;
3.1.6 Increase the rights, preferences, or number of authorized shares of any class that, after giving effect to the amendment, have rights or preferences with respect to dissolution that are prior or superior to the shares of Series B Preferred Stock;
3.1.7 Limit or deny any existing preemptive right of all or part of the shares of the Series B Preferred Stock; or
3.1.8 Cancel or otherwise affect rights to distributions that have accumulated but not yet been authorized on all or part of the shares of the Series B Preferred Stock.
4.Conversion.
The holders of the Series B Preferred Stock shall have conversion rights as follows (the “Conversion Rights”):
4.1Right to Convert.
4.1.1Conversion Ratio. Each share of Series B Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into that number of fully paid and nonassessable shares of Common Stock (whether whole or fractional) that have a Fair Market Value, in the aggregate, equal to the Series B Conversion Price. The “Series B Conversion Price” shall initially be equal to $10.00. Such initial Series B Conversion Price, and the rate at which shares of Series B Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below. “Fair Market Value” shall mean as of any date of determination, 80% of the lowest closing price of a share of Common Stock on the principal exchange or market on which such shares are then trading for the 20 trading days immediately preceding such date, but not less than $1.00.
4.1.2Termination of Conversion Rights. In the event of a liquidation, dissolution or winding up of the Corporation or a Deemed Liquidation Event, the Conversion Rights shall terminate at the close of business on the last full day preceding the date fixed for the payment of any such amounts distributable on such event to the holders of Series B Preferred Stock.
4.1.3Limitation on Conversion.Notwithstanding anything to the contrary contained herein, a holder’s right to exercise that holder’s Conversion Rights shall be limited to the extent necessary to ensure that, following such exercise, the total number of shares of Common Stock then beneficially owned by such holder and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with such holder’s for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the “1934 Act”), does not exceed 4.9% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such conversion). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the 1934 Act and the rules and regulations promulgated thereunder.
4.2Fractional Shares. No fractional shares of Common Stock shall be issued upon conversion of the Series B Preferred Stock. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall round the number of shares issued to the nearest whole number. Whether or not fractional shares would be issuable upon such conversion shall be determined on the basis of the total number of shares of Series B Preferred Stock the holder is at the time converting into Common Stock and the aggregate number of shares of Common Stock issuable upon such conversion.
4.3Mechanics of Conversion.
4.3.1Notice of Conversion. In order for a holder of Series B Preferred Stock to voluntarily convert shares of Series B Preferred Stock into shares of Common Stock, such holder shall surrender the certificate or certificates for such shares of Series B Preferred Stock (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate), at the office of the transfer agent for the Series B Preferred Stock (or at the principal office of the Corporation if the Corporation serves as its own transfer agent), together with written notice that such holder elects to convert all or any number of the shares of the Series B Preferred Stock represented by such certificate or certificates and, if applicable, any event on which such conversion is contingent. Such notice shall state such holder’s name or the names of the nominees in which such holder wishes the certificate or certificates for shares of Common Stock to be issued. If required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or his, her or its attorney duly authorized in writing. The close of business on the date of receipt by the transfer agent (or by the Corporation if the Corporation serves as its own transfer agent) of such certificates (or lost certificate affidavit and agreement) and notice shall be the time of conversion (the “Conversion Time”), and the shares of Common Stock issuable upon conversion of the shares represented by such certificate shall be deemed to be outstanding of record as of such date. The Corporation shall, as soon as practicable after the Conversion Time, (i) issue and deliver to such holder of Series B Preferred Stock, or to his, her or its nominees, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion in accordance with the provisions hereof and a certificate for the number (if any) of the shares of Series B Preferred Stock represented by the surrendered certificate that were not converted into Common Stock and (ii) pay in cash such amount as provided in Subsection 4.2 in lieu of any fraction of a share of Common Stock otherwise issuable upon such conversion.
4.3.2Reservation of Shares. The Corporation shall at all times when the Series B Preferred Stock shall be outstanding, reserve and keep available out of its authorized but unissued capital stock, for the purpose of effecting the conversion of the Series B Preferred Stock, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding Series B Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series B Preferred Stock, the Corporation shall take such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite shareholder approval of any necessary amendment to the Articles of Incorporation. Before taking any action that would cause an adjustment reducing the Series B Conversion Price below the then par value of the shares of Common Stock issuable upon conversion of the Series B Preferred Stock, the Corporation will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Corporation may validly and legally issue fully paid and nonassessable shares of Common Stock at such adjusted Series B Conversion Price.
4.3.3Effect of Conversion. All shares of Series B Preferred Stock which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares shall immediately cease and terminate at the Conversion Time, except only the right of the holders thereof to receive shares of Common Stock in exchange therefor. Any shares of Series B Preferred Stock so converted shall be retired and cancelled and may not be reissued as shares of such series, and the Corporation may thereafter take such appropriate action (without the need for shareholder action) as may be necessary to reduce the authorized number of shares of Series B Preferred Stock accordingly.
4.3.4No Further Adjustment. Upon any such conversion, no adjustment to the Series B Conversion Price shall be made for any declared but unpaid dividends on the Series B Preferred Stock surrendered for conversion or on the Common Stock delivered upon conversion.
4.3.5Taxes. The Corporation shall pay any and all issue and other similar taxes that may be payable in respect of any issuance or delivery of shares of Common Stock on behalf of the Corporation upon conversion of shares of Series B Preferred Stock pursuant to this Section 4. The Corporation shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock in a name other than that in which the shares of Series B Preferred Stock so converted were registered, and no such issuance or delivery shall be made unless and until the person or entity requesting such issuance has paid to the Corporation the amount of any such tax or has established, to the satisfaction of the Corporation, that such tax has been paid.
4.4Adjustments to Series B Preferred.
4.4.1Adjustment for Reclassification, Exchange and Substitution. If the Common Stock issuable on the conversion of Series B Preferred Stock shall be changed into the same or a different number of shares of any class or classes of stock, whether by capital reorganization, reclassification, or otherwise (other than as provided for in Subsection 4.4.3), then and in each such event the holder of each share of Series B Preferred Stock shall have the right thereafter to convert such share into the kind and amount of shares of stock and other securities and property receivable on such reorganization, reclassification or other change, by holders of the number of shares of Common Stock into which such shares of Series B Preferred Stock might have been converted immediately before such reorganization, reclassification, or change.
4.4.2Sales, Reorganizations, Mergers or Consolidations. In case of any consolidation or merger of the Corporation with or into another entity, the sale, transfer or other disposition of all or substantially all of the assets of the Corporation to another person or the sale, transfer or other disposition of securities of the Corporation representing 50% or more of the combined voting power of the then outstanding securities of the Corporation (other than a consolidation, merger or sale treated as a Deemed Liquidating Event pursuant to Section 2 above), each share of Series B Preferred Stock shall thereafter be convertible into the kind and amount of shares of stock or other securities or property that a holder of the number of shares of Common Stock of the Corporation deliverable on conversion of Series B Preferred Stock would have been entitled on such consolidation, merger or sale; and in such case, appropriate adjustment (as
determined in good faith by the Board) shall be made in the application of the provisions of Section 4 herein with respect to the rights and interest thereafter of the holders of Series B Preferred Stock, to the end that the provisions set forth in Section 4 herein shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other securities or property thereafter deliverable on the conversion of Series B Preferred Stock.
4.4.4Certificate of Adjustment. On the occurrence of each adjustment or readjustment of the Series B Conversion Price pursuant to this Section 4, the Corporation at its expense shall promptly compute such adjustment or readjustment in accordance with the terms thereof and prepare and furnish to each holder of Series B Preferred Stock affected thereby a certificate setting forth such adjustment or readjustment and showing in detail the facts on which such adjustment or readjustment is based. The Corporation shall, on the written notice at any time of any holder of Series B Preferred Stock, furnish or cause to be furnished to such holder a like certificate setting forth (a) such adjustment or readjustment, (b) the Series B Conversion Price at the time in effect, and (c) the number of shares of Common Stock and the amount, if any, of other property that at the time would be received on the conversion of such holder’s shares.
6.Preemptive Rights. Holders of Series B Preferred Stock shall not have preemptive rights to acquire shares of stock or securities convertible into shares of stock issued by the Corporation.
7.Waiver. Any of the rights, powers, preferences and other terms of the Series B Preferred Stock set forth herein may be waived on behalf of all holders of Series B Preferred Stock by the affirmative written consent or vote of the holders of more than 50% of the shares of Series B Preferred Stock then outstanding.
8.Notices. Any notice required or permitted by the provisions of this Article Fourth to be given to a holder of shares of Series B Preferred Stock shall be mailed, postage prepaid, to the post office address last shown on the records of the Corporation or given by electronic communication in compliance with the provisions of the Business Corporation Act and shall be deemed sent upon such mailing or electronic transmission.
IN WITNESS WHEREOF, the Company has caused this Certificate to be duly executed on its behalf by its undersigned Chief Executive Officer as of the date below
Date: January 6, 2022.
MYCOTOPIA THERAPIES, INC. |
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By: |
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| Ben Kaplan |
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| CEO and Director |
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EXHIBIT B
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, OR OTHERWISE TRANSFERRED ONLY (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (INCLUDING THE EXEMPTION PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE)), PROVIDED THE COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF THESE SECURITIES (CONCURRED IN BY LEGAL COUNSEL FOR THE COMPANY) STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION OR THE COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, AND IN ALL CASES, IN COMPLIANCE WITH ANY APPLICABLE STATE AND OTHER SECURITIES LAWS. NEITHER THE OFFERING OF THE SECURITIES NOR ANY OFFERING MATERIALS HAVE BEEN REVIEWED BY ANY ADMINISTRATOR UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE LAW.”
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of October 12, 2026 (the “Effective Date”), by and between NOVACORE LABS LIMITED, a company organized and existing under the laws of Jamaica (“NovaCore”) and a wholly owned subsidiary of Aibotics Inc., a Nevada corporation (“Aibotics” and together with NovaCore, the “Corporation”), and Gregory Moore (the “Employee”), under the following circumstances:
RECITALS:
A.The Corporation acquired certain assets of PlayJamaica Limited, a company organized and existing under the laws of Jamaica (“PlayJamaica”) on even date herewith.
B.Employee was a principal developer of the assets acquired; and
C.The Employee desires to render services to the Corporation upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, the parties mutually agree as follows:
1.Employment. The Corporation hereby employs the Employee and the Employee hereby accepts employment as an Employee of the Corporation, subject to the terms and conditions set forth in this Agreement.
2.Duties. The Employee shall serve as CEO of NovaCore Labs Limited with such duties, responsibilities, and authority as are commensurate and consistent with his position, as may be, from time to time, assigned to him by the Chief Executive Officer (the “CEO”) of Aibotics or his designee. The Employee shall report directly to the CEO. During the Term (as defined in Section 3), the Employee shall devote all his full business time and efforts to the performance of his duties hereunder unless otherwise authorized by the CEO. Notwithstanding the foregoing, the expenditure of reasonable amounts of time by the Employee for the making of passive personal investments, the conduct of business affairs and charitable and professional activities shall be allowed, provided such activities do not materially interfere with the services required to be rendered to Corporation hereunder and do not violate the restrictive covenants set forth in Section 9 below.
3.Term of Employment. The term of the Employee’s employment hereunder, unless sooner terminated as provided herein (the “Initial Term”), shall be for a period of three (3) years commencing on the Effective Date. The term of this Agreement shall automatically be extended for up to five additional terms of one (1) year each (each a “Renewal Term”) unless either party gives prior written notice of non-renewal to the other party no later than thirty (30) days prior to the expiration of the Initial Term (“Non-Renewal Notice”), or the then current Renewal Term, as the case may be. For purposes of this Agreement, the Initial Term and any Renewal Term are hereinafter collectively referred to as the “Term.”
4.Compensation of Employee.
(a)Commencement Bonus. Within 10 business days of the Effective Date Aibotics shall issue to the Employee 50,000,000 shares of Aibotics’ common stock, which shares shall vest
in equal installments of 16,666,667, 16,666,667, and 16,666,666 shares on each of the first, second, and third anniversaries of the Effective Date, subject to Employee’s continued employment through each such vesting date. Unvested shares shall be subject to forfeiture and repurchase by the Corporation at par value upon termination of Employee’s employment for any reason other than termination by the Corporation without Cause or by the Employee for Good Reason. The shares shall be restricted securities and carry a standard Rule 144 legend.
(b)Performance Based Compensation. Employee shall be entitled to a cash bonus equal to 10% of NovaCore’s net income as determined in accordance with US GAAP, subject to a maximum annual payment of $500,000. Net Income shall include revenue from both existing and new clients of NovaCore, but shall exclude any extraordinary or non-recurring items, intercompany charges, and gains or losses from the sale of assets outside the ordinary course of business. This performance based payment shall be made quarterly not later than 60 days after the close of each fiscal quarter, based on quarterly net income for that quarter.
(c)Milestone Bonus. Employee shall be entitled to awards of Series B Preferred Stock (“Preferred Stock”) upon the following milestones:
(i)Year 2. If NovaCore achieves gross revenue (as determined by the Corporation in accordance with GAAP, consistently applied) of $1,000,000 from the Assets acquired from PlayJamaica by the 2nd anniversary of this Agreement, the Corporation will issue to the Employee $625,000 face value of Preferred Stock.
(ii)Year 3. If NovaCore achieves a gross revenue of $2,000,000 from the assets acquired from PlayJamaica by the 3rd anniversary of this Agreement, the Corporation will issue to the Employee an additional $625,000 of Preferred Stock.
(iii)The Corporation shall use commercially reasonable efforts fund NovaCore such that there is sufficient capital for Employee to have a reasonable opportunity to reach the milestones set forth above and to fund the agreed upon business plan, subject to available resources and the Corporation’s business judgment. It is expected that the Corporation will provide up to $1,000,000 to NovaCore to finance the business plan related to the Assets.
(d)Equity Awards. Employee shall be eligible for such grants of awards under stock option or other equity incentive plans of the Corporation adopted by the Board and approved by the Corporation’s stockholders (or any successor or replacement plan adopted by the Board and approved by the Corporation’s stockholders) (the “Plan”) as the Compensation Committee of the Corporation may from time to time determine (the “Share Awards”). Share Awards shall be subject to the applicable Plan terms and conditions, provided, however, that Share Awards shall be subject to any additional terms and conditions as are provided herein or in any award certificate(s), which shall supersede any conflicting provisions governing Share Awards provided under the Plan.
(e)Bonus. The Employee may receive a yearly bonus as determined by the Compensation Committee of the Board of Directors in its sole discretion. In determining the bonus the Compensation Committee may consider achieving or exceeding targets established under the acquisition milestone plan, annual business plan or subsequent Board-approved performance targets.
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(f) The Corporation shall pay or reimburse the Employee for all reasonable out-of-pocket expenses actually incurred or paid by the Employee in the course of his employment, including all reasonable expenses in connection with Employee’s employment with the Corporation, consistent with the Corporation’s policy for reimbursement of expenses from time to time and home office reimbursement, if applicable.
(g)The Employee shall be entitled to participate in such pension, profit sharing, group insurance, hospitalization, and group health and benefit plans and all other benefits and plans the Corporation provides to its senior employees.
5.Termination.
(a)This Agreement and the Employee’s employment hereunder shall terminate upon the happening of any of the following events (each such termination to be effective as of the date specified in the applicable notice or event):
(ii)upon the Employee’s “Total Disability” (as herein defined);
(iii)upon the expiration of the Initial Term of this Agreement or any Renewal Term thereof, if either party has provided a timely notice of non-renewal in accordance with Section 3, above;
(iv)at the Employee’s option, upon thirty (30) days prior written notice to the Corporation;
(v)at the Employee’s option, in the event of an act by the Corporation, defined in Section 5(c), below, as constituting “Good Reason” for termination by the Employee;
(vi)at the Corporation’s option, in the event of an act by the Employee, defined in Section 5(d), below, as constituting “Cause” for termination by the Corporation; or
(vii)at the Corporation’s option, without “Cause,” upon thirty (30) days prior written notice to the Employee.
(b)For purposes of this Agreement, the Employee shall be deemed to be suffering from a “Total Disability” if the Employee has failed to perform his regular and customary duties to Corporation for a period of 180 days out of any 360-day period and if before the Employee has become “Rehabilitated” (as herein defined) a physician selected by the Corporation and reasonably acceptable to the Employee (or the Employee’s representative) certifies in writing that the Employee is mentally or physically incapable or unable to continue to perform such regular and customary duties of employment, with or without reasonable accommodation. As used herein, the term “Rehabilitated” shall mean such time as the Employee is willing, able and commences to devote his time and energies to the affairs of Corporation to the extent and in the manner that he did so prior to his Total Disability. Nothing in this Section 8(b) shall be construed to waive the Employee’s rights, if any, under existing law including, without limitation, to the extent applicable, the Family and Medical Leave Act of 1993, 29 U.S.C. s.2601 et seq. and the Americans with Disabilities Act, 42 U.S.C. s12101 et seq., and any comparable laws of Jamaica.
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(c)For purposes of this Agreement, the term “Good Reason” shall mean that the Employee has resigned due to (i) any substantial and sustained diminution of duties inconsistent with Employee’s title, authority, duties and responsibilities (excluding, for the avoidance of doubt, changes resulting from corporate reorganization, growth, or the hiring of additional executives, and excluding a material change in the chain of reporting unless Employee is required to report to a person other than the CEO or the Board), which is not cured within thirty (30) days after receipt of written notice thereof from the Employee; (ii) any reduction of or failure to pay Employee compensation provided for herein, except to the extent Employee consents in writing prior to any reduction, deferral or waiver of compensation, which non-payment continues for a period of ten (10) days following written notice to the Corporation by Employee of such non-payment; and (iii) any material violation by the Corporation of its obligations under this Agreement that is not cured within thirty (30) days after receipt of written notice thereof from the Employee. Notwithstanding the foregoing, in order to resign for Good Reason, Employee must provide written notice to the Corporation within sixty (60) days of the initial occurrence of the Good Reason event, and if the Corporation cures such event within the applicable cure period, Good Reason shall not be deemed to exist.
(d)For purposes of this Agreement, the term “Cause” shall mean:
(i)conviction of a felony or a crime involving fraud or moral turpitude; or
(ii)theft, material act of dishonesty or fraud, intentional falsification of any employment or Corporation records, or commission of any criminal act which impairs Employee’s ability to perform appropriate employment duties for the Corporation; or
(iii)intentional or reckless conduct or gross negligence materially harmful to the Corporation, including violation of a non-competition or confidentiality agreement; or
(iv)willful failure to follow lawful and reasonable instructions of the person or body to which Employee reports, which failure, if curable, is not cured within thirty (30) days after written notice to the Employee thereof; or
(v)gross negligence or willful misconduct in the performance of Employee’s assigned duties; or
(vi)any material breach of this Agreement by Employee, which breach, if curable, is not cured within fifteen (15) days after written notice to the Employee of such breach.
6.Effects of Termination.
(a)Upon termination of the Employee’s employment pursuant to Section 5(a)(i) or (ii), in addition to the accrued but unpaid compensation through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee or his estate or beneficiaries, as applicable, shall be entitled to the following severance benefits: (i) continued provision for a period of twelve (12) months following the Employee’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior employees; and (ii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of death or Total Disability.
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(b)Upon termination of the Employee’s employment pursuant to Section 5(a)(iii), where the Corporation has offered to renew the term of the Employee’s employment for an additional one (1) year period and the Employee chooses not to continue in the employ of the Corporation, the Employee shall be entitled to receive only the accrued but unpaid compensation through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date. In the event the Corporation tenders a Non-Renewal Notice to the Employee, then the Employee shall be entitled to the same severance benefits as if the Employee’s employment were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the Employee’s employment was terminated due to Section 5(a)(vi) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Cause.”
(c)Upon termination of the Employee’s employment pursuant to Section 5(a)(v) or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition to the accrued but unpaid compensation through the date of such termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, and subject to Employee’s execution and non-revocation of a general release of claims in a form reasonably satisfactory to the Corporation within the time period specified therein (but in no event later than sixty (60) days following such termination), the Employee shall be entitled to the following severance benefits: (i) continued provision for a period of twelve (12) months after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior employees; and (ii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of the Employee’s termination of employment. In addition, upon termination of Employee’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”, any options or restricted stock that would have vested within the twelve (12) months following the date of termination shall be immediately vested as of the date of such termination.
(d)Upon termination of the Employee’s employment pursuant to Section 5(a)(iv) or (vi), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the continued provision, for a period of one (1) month after the date of the Employee’s termination of employment, of benefits under Benefit Plans extended to the Employee at the time of termination. Employee shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Act.
(e)Any payments required to be made hereunder by the Corporation to the Employee shall continue to the Employee’s beneficiaries in the event of his death until paid in full.
7.Time Off. In addition to standard holidays, the Employee shall be entitled to take reasonable amounts of time off for vacation, illness, and personal matters. Discretionary absences of longer than one week should be scheduled at such time or times as the Employee and the Corporation shall determine is mutually convenient.
8.Disclosure of Confidential Information.
(a)The Employee recognizes, acknowledges and agrees that he has had and will continue to have access to secret and confidential information regarding the Corporation, its
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subsidiaries and their respective businesses (“Confidential Information”), including but not limited to, its products, methods, formulas, software code, patents, sources of supply, customer dealings, data, know-how, trade secrets and business plans, provided such information (i) is not in or does not hereafter become part of the public domain other than as a result of disclosure by the Employee in breach of this Agreement, or (ii) was not independently developed by the Employee without use of or reference to the Corporation’s Confidential Information. The Employee acknowledges that such information is of great value to the Corporation, is the sole property of the Corporation, and has been and will be acquired by him in confidence. In consideration of the obligations undertaken by the Corporation herein, the Employee will not, at any time, during or after his employment hereunder, reveal, divulge or make known to any person, any Confidential Information acquired by the Employee during the course of his employment, which is treated as confidential by the Corporation, and not otherwise in the public domain, except as required by law, but only after Employee has provided the Corporation with reasonable notice and opportunity to take action against any legally required disclosure. The provisions of this Section 8 shall survive the termination of the Employee’s employment hereunder.
(b)The Employee affirms that he does not possess and will not rely upon the protected trade secrets or confidential or proprietary information of any prior employer(s) in providing services to the Corporation or its subsidiaries.
(c)In the event that the Employee’s employment with the Corporation terminates for any reason, the Employee shall deliver forthwith to the Corporation any and all originals and copies, including those in electronic or digital formats, of Confidential Information; provided, however, Employee shall be entitled to retain (i) papers and other materials of a personal nature, including, but not limited to, photographs, correspondence, personal diaries, and calendars, (ii) information showing his compensation or relating to reimbursement of expenses, (iii) information that he reasonably believes may be needed for tax purposes and (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with the Corporation; provided, further, that no retained materials shall contain any Confidential Information of the Corporation.
(d)No interference with NLRA or reporting rights. This Section 8 and all other provisions in this Agreement, are not intended to interfere with or restrain employee communications regarding wages, hours, or other terms and conditions of employment or to otherwise interfere with any rights Employee has under the National Labor Relations Act. This Section 8 and all other provisions in this Agreement, do not prohibit Employee from reporting possible legal violations to the government or from making other disclosures to the government that are protected under federal or state whistleblower provisions.
(e)Defend Trade Secrets Act. Employee is advised that pursuant to the Defend Trade Secrets Act an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and (ii) solely for the purpose of reporting or investigating a suspected violation of law, or (B) is made in a complaint or other document filed in a lawsuit or other proceeding if such filing is made under seal. Further, an individual who files a lawsuit alleging retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual's attorney and use the trade secret information in the court proceeding if the individual (1) files any document containing the trade secret under seal and (2) does not otherwise disclose the trade secret, except pursuant to court order. Employee understands that any disclosure by Employee of the Corporation's trade secrets
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not done in good faith consistent with the above may subject Employee to substantial damages, including punitive damages and attorney's fees.
9.Non-Competition and Non-Solicitation.
(a)The Employee agrees and acknowledges that the Confidential Information that the Employee has already received and will receive is valuable to the Corporation and that its protection and maintenance constitutes a legitimate business interest of the Corporation, to be protected by the non-competition restrictions set forth herein. The Employee agrees and acknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Employee. The Employee also acknowledges that the scope of prohibited competition and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to maintain the value of the Confidential Information of, and to protect the goodwill and other legitimate business interests of, the Corporation, its affiliates and/or its clients or customers. The provisions of this Section 9 shall survive the termination of the Employee’s employment hereunder for the time periods specified below.
(b)The Employee hereby agrees and covenants that he shall not without the prior written consent of the Corporation, directly or indirectly, in any capacity whatsoever:
(i)Engage, own, manage, operate, control, be employed by, consult for, participate in, or be connected in any manner with the ownership, management, operation or control of any business in competition with the Business of the Corporation within any geographic area in which the Corporation or its affiliates conduct business and in which the Employee had material involvement or responsibility as of the date of termination. “Business” shall mean the development and sale of immersive and simulation services, and the sale of drones and robots, in each case to the extent related to the Corporation’s or NovaCore’s actual products and services as of the date of termination. Notwithstanding the foregoing Employee’s work with PlayJamaica is excluded from this paragraph to the extent it does not compete directly with the business of NovaCore.
(ii)Recruit, solicit or hire, or attempt to recruit, solicit or hire, any employee, or independent contractor of the Corporation to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or independent contractor is party to an employment agreement, for the purpose of competing with the Business of the Corporation;
(iii)Attempt in any manner to solicit or accept from any customer of the Corporation, with whom Employee had significant contact during Employee’s employment by the Corporation (whether under this Agreement or otherwise), business competitive with the Business done by the Corporation with such customer or to persuade or attempt to persuade any such customer to cease to do business or to reduce the amount of business which such customer has customarily done with the Corporation, or if any such customer elects to move its business to a person other than the Corporation, provide any services of the kind or competitive with the Business of the Corporation for such customer, or have any discussions regarding any such service with such customer, on behalf of such other person for the purpose of competing with the Business of the Corporation; or
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(iv)Interfere with any relationship, contractual or otherwise, between the Corporation and any other party, including, without limitation, any supplier, distributor, co-venturer or joint venturer of the Corporation, for the purpose of soliciting such other party to discontinue or reduce its business with the Corporation for the purpose of competing with the Business of the Corporation.
With respect to the activities described in Paragraphs (i), (ii), (iii) and (iv) above, the restrictions of this Section 9 shall continue during the Employment Period and, upon termination of the Employee’s employment for a period of one (1) year thereafter.
(c)Protectable interests. Employee acknowledges and agrees that (1) complying with the restrictions contained in this Agreement will not prevent Employee from earning a living, and (2) such restrictions are necessary and reasonable (including, without limitation, with respect to geographic scope and duration) to protect the Corporation’s valid interests (including, without limitation, relationships with customers, goodwill, the protection of trade secrets and other Confidential and Proprietary Information, protection from unfair competition, and other protectable interests).
10.Intellectual Property.
(a)Work For Hire. All work created by Employee in the course of Employee’s employment with the Corporation shall be considered “work for hire” and shall be the sole and exclusive property of the Corporation. Employee hereby assigns to the Corporation all right, title and interest in and to any such work, including, without limitation, all intellectual property rights therein. Employee agrees to execute all documents and take all other actions reasonably requested by the Corporation to evidence, perfect or enforce such assignment. For the avoidance of doubt, this assignment does not apply to any pre-existing intellectual property owned by Employee prior to the Effective Date, which is listed on Schedule A hereto, or to inventions conceived entirely on Employee’s own time without the use of Corporation resources and unrelated to the Corporation’s business.
(b)No Conflict. Employee hereby represents and warrants that Employee is not subject to any agreement or other understanding that would prevent Employee from performing the duties of Employee’s employment with the Corporation or would otherwise conflict with the terms of this Agreement.
(c)Other Intellectual Property. Employee agrees not to use any intellectual property of any other company or organization in connection with Employee’s employment with the Corporation. Employee shall not use, reproduce, or disclose any confidential information or trade secrets of any other company or organization in connection with Employee’s employment with the Corporation.
11.Section 409A.
(a)The provisions of this Agreement are intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and any final regulations and guidance promulgated thereunder (“Section 409A”) and shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. The Corporation and Employee agree to work together in good faith to consider amendments to this Agreement and to take such
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reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee under Section 409A.
(b)To the extent that Employee will be reimbursed for costs and expenses or in-kind benefits, except as otherwise permitted by Section 409A, (a) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, (b) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year; provided that the foregoing clause (b) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect and (c) such payments shall be made on or before the last day of the taxable year following the taxable year in which you incurred the expense.
(c)A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination constitutes a “Separation from Service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement references to a “termination,” “termination of employment” or like terms shall mean Separation from Service.
(d)Each installment payable hereunder shall constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b), including Treasury Regulation Section 1.409A-2(b)(2)(iii). Each payment that is made within the terms of the “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) is intended to meet the “short-term deferral” rule. Each other payment is intended to be a payment upon an involuntary termination from service and payable pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii), et seq., to the maximum extent permitted by that regulation, with any amount that is not exempt from Code Section 409A being subject to Code Section 409A.
(e)Notwithstanding anything to the contrary in this Agreement, if Employee is a “specified employee” within the meaning of Section 409A at the time of Employee’s termination, then only that portion of the severance and benefits payable to Employee pursuant to this Agreement, if any, and any other severance payments or separation benefits which may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), which (when considered together) do not exceed the Section 409A Limit (as defined herein) may be made within the first six (6) months following Employee’s termination of employment in accordance with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to Employee on or within the six (6) month period following Employee’s termination will accrue during such six (6) month period and will become payable in one lump sum cash payment on the date six (6) months and one (1) day following the date of Employee’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee dies following termination but prior to the six (6) month anniversary of Employee’s termination date, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit.
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(f)For purposes of this Agreement, “Section 409A Limit” will mean a sum equal to (x) the amounts payable prior to March 15 following the year in which Employee’s employment terminates plus (y) the lesser of two (2) times: (i) Employee’s annualized compensation based upon the annual rate of pay paid to Employee during the Corporation’s taxable year preceding the Corporation’s taxable year of Employee’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any IRS guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Employee’s employment is terminated.
12.Miscellaneous.
(b)The Employee acknowledges that the services to be rendered by him under the provisions of this Agreement are of a special, unique and extraordinary character and that it would be difficult or impossible to replace such services. Accordingly, the Employee agrees that any breach or threatened breach by him of Sections 8 or 9 of this Agreement shall entitle the Corporation, in addition to all other legal remedies available to it, to apply to any court of competent jurisdiction to seek to enjoin such breach or threatened breach. The parties understand and intend that each restriction agreed to by the Employee hereinabove shall be construed as separable and divisible from every other restriction, that the unenforceability of any restriction shall not limit the enforceability, in whole or in part, of any other restriction, and that one or more or all of such restrictions may be enforced in whole or in part as the circumstances warrant. In the event that any restriction in this Agreement is more restrictive than permitted by law in the jurisdiction in which the Corporation seeks enforcement thereof, such restriction shall be limited to the extent permitted by law. The remedy of injunctive relief herein set forth shall be in addition to, and not in lieu of, any other rights or remedies that the Corporation may have at law or in equity.
(c)Except for injunctive relief as set forth in Section 12(b) above, prior to either Party bringing an action on any matter related to arising under this Agreement, the Parties shall engage in pre-suit mediation. The mediation shall be held before a certified mediator to be agreed upon by the Parties. The Parties shall share equally in the costs of the mediation. The mediation shall be held within thirty (30) days of the request for mediation by either Party.
(d)Neither the Employee nor the Corporation may assign or delegate any of their rights or duties under this Agreement without the express written consent of the other; provided however that the Corporation shall have the right to (i) delegate its obligation of payment of all sums due to the Employee hereunder, provided that such delegation shall not relieve the Corporation of any of its obligations hereunder, and (ii) assign this Agreement to any successor (whether by merger, consolidation, sale of all or substantially all assets, or similar transaction) or affiliate of the Corporation, provided that the successor or affiliate assumes all obligations of the Corporation under this Agreement.
(e)This Agreement constitutes and embodies the full and complete understanding and agreement of the parties with respect to the Employee’s employment by the Corporation, supersedes all prior understandings and agreements, whether oral or written, between the Employee and the Corporation, and shall not be amended, modified or changed except by an instrument in writing executed by the party to be charged. The invalidity or partial invalidity of one or more provisions of this Agreement shall not invalidate any other provision of this Agreement. No waiver by either party of any provision or condition to be performed shall be deemed a waiver of similar or dissimilar provisions or conditions at the same time or any prior or subsequent time.
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(f)This Agreement shall inure to the benefit of, be binding upon and enforceable against, the parties hereto and their respective successors, heirs, beneficiaries and permitted assigns.
(g)The headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.
(h)All notices, requests, demands and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when personally delivered, sent by registered or certified mail, return receipt requested, postage prepaid, or by private overnight mail service (e.g. Federal Express) to the party at the address set forth above or to such other address as either party may hereafter give notice of in accordance with the provisions hereof. Notices shall be deemed given on the sooner of the date actually received or the third business day after sending.
(i)Severability. If any provision of this Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction, the invalid or unenforceable provision shall be severable from the remaining provisions of this Agreement and the remaining provisions of this Agreement shall continue in full force and effect.
(j)This Agreement shall be governed by and construed in accordance with the internal laws of the State of Florida without reference to principles of conflicts of laws, except to the extent that the mandatory employment laws of Jamaica apply to Employee’s employment with NovaCore Labs Limited, in which case such laws shall govern to the extent required. Each of the parties hereto irrevocably consents to the jurisdiction and venue of the federal and state courts located in the State of Florida.
(k)This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The parties hereto have executed this Agreement as of the date set forth above.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed and effective as of the date first set forth above.
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AIBOTICS INC. |
| NOVACORE LABS LIMITED |
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| By: Ben Kaplan | |
| Title: CEO | |
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EMPLOYEE: |
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GREGORY MOORE |
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Gregory Moore |
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EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of October 12, 2026 (the “Effective Date”), by and between NOVACORE LABS LIMITED, a company organized and existing under the laws of Jamaica (“NovaCore”) and a wholly owned subsidiary of Aibotics Inc., a Nevada corporation (“Aibotics” and together with Novacore the “Corporation”), and Ryan Moore (the “Employee”), under the following circumstances:
RECITALS:
A.The Corporation acquired certain assets of PlayJamaica Limited, a company organized and existing under the laws of Jamaica (“PlayJamaica”) on even date herewith.
B.Employee was a principal developer of the assets acquired; and
C.The Employee desires to render services to the Corporation upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, the parties mutually agree as follows:
1.Employment. The Corporation hereby employs the Employee and the Employee hereby accepts employment as an Employee of Corporation, subject to the terms and conditions set forth in this Agreement.
2.Duties. The Employee shall serve as Vice President of NovaCore Labs Limited with such duties, responsibilities, and authority as are commensurate and consistent with his position, as may be, from time to time, assigned to him by the Chief Executive Officer (the “CEO”) of NovaCore or his designee. The Employee shall report directly to the CEO. During the Term (as defined in Section 3), the Employee shall devote all his full business time and efforts to the performance of his duties hereunder unless otherwise authorized by the CEO. Notwithstanding the foregoing, the expenditure of reasonable amounts of time by the Employee for the making of passive personal investments, the conduct of business affairs and charitable and professional activities shall be allowed, provided such activities do not materially interfere with the services required to be rendered to the Corporation hereunder and do not violate the restrictive covenants set forth in Section 9 below.
3.Term of Employment. The term of the Employee’s employment hereunder, unless sooner terminated as provided herein (the “Initial Term”), shall be for a period of three (3) years commencing on the Effective Date. The term of this Agreement shall automatically be extended for up to five additional terms of one (1) year each (each a “Renewal Term”) unless either party gives prior written notice of non-renewal to the other party no later than thirty (30) days prior to the expiration of the Initial Term (“Non-Renewal Notice”), or the then current Renewal Term, as the case may be. For purposes of this Agreement, the Initial Term and any Renewal Term are hereinafter collectively referred to as the “Term.”
4.Compensation of Employee.
(a)Commencement Bonus. Within 10 business days of the Effective Date Aibotics shall issue to the Employee 50,000,000 shares of Aibotics’ common stock, which shares shall vest in equal installments of 16,666,667, 16,666,667, and 16,666,666 shares on each of the first, second, and third anniversaries of the Effective Date, subject to Employee’s continued employment through each such vesting date. Unvested shares shall be subject to forfeiture and repurchase by the Corporation at par value upon termination of Employee’s employment for any reason other than termination by the Corporation without Cause or by the Employee for Good Reason. The shares shall be restricted securities and carry a standard Rule 144 legend.
(b)Performance Based Compensation. Employee shall be entitled to a cash bonus equal to 8% of Novacore Labs net income as determined in accordance with US GAAP, subject to a maximum annual payment of $500,000. Net Income shall include revenue from both existing and new clients of Novacore, but shall exclude any extraordinary or non-recurring items, intercompany charges, and gains or losses from the sale of assets outside the ordinary course of business. This performance based payment shall be made quarterly not later than 60 days after the close of each fiscal quarter, based on quarterly net income for that quarter.
(c)Milestone Bonus. Employee shall be entitled to awards of Series B Preferred Stock (“Preferred Stock”) upon the following milestones:
(i)Year 2. If NovaCore achieves gross revenue (as determined by the Corporation in accordance with GAAP, consistently applied) of $1,000,000 from the Assets acquired from PlayJamaica by the 2nd anniversary of this Agreement, the Corporation will issue to the Employee $625,000 face value of Preferred Stock.
(ii)Year 3. If NovaCore achieves a gross revenue of $2,000,000 from the assets acquired from PlayJamaica by the 3rd anniversary of this Agreement, the Corporation will issue to the Employee an additional $625,000 of Preferred Stock.
(iii)The Corporation shall use commercially reasonable eff fund Novacore such that there is sufficient capital for Employee to have a reasonable opportunity to reach the milestones set forth above and to fund the agreed upon business plan, subject to available resources and the Corporation’s business judgment. It is expected that the Corporation will provide up to $1,000,000 to Novacore to finance the business plan related to the Assets.
(d)Equity Awards. Employee shall be eligible for such grants of awards under stock option or other equity incentive plans of the Corporation adopted by the Board and approved by the Corporation’s stockholders (or any successor or replacement plan adopted by the Board and approved by the Corporation’s stockholders) (the “Plan”) as the Compensation Committee of the Corporation may from time to time determine (the “Share Awards”). Share Awards shall be subject to the applicable Plan terms and conditions, provided, however, that Share Awards shall be subject to any additional terms and conditions as are provided herein or in any award certificate(s), which shall supersede any conflicting provisions governing Share Awards provided under the Plan.
(e)Bonus. The Employee may receive a yearly bonus as determined by the Compensation Committee of the Board of Directors in its sole discretion. In determining the bonus the Compensation Committee may consider achieving or exceeding targets established under the acquisition milestone plan, annual business plan or subsequent Board-approved performance targets.
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(f) The Corporation shall pay or reimburse the Employee for all reasonable out-of-pocket expenses actually incurred or paid by the Employee in the course of his employment, including all reasonable expenses in connection with Employee’s employment with the Corporation, consistent with the Corporation’s policy for reimbursement of expenses from time to time and home office reimbursement, if applicable.
(g)The Employee shall be entitled to participate in such pension, profit sharing, group insurance, hospitalization, and group health and benefit plans and all other benefits and plans the Corporation provides to its senior employees.
5.Termination.
(a)This Agreement and the Employee’s employment hereunder shall terminate upon the happening of any of the following events (each such termination to be effective as of the date specified in the applicable notice or event):
(ii)upon the Employee’s “Total Disability” (as herein defined);
(iii)upon the expiration of the Initial Term of this Agreement or any Renewal Term thereof, if either party has provided a timely notice of non-renewal in accordance with Section 3, above;
(iv)at the Employee’s option, upon thirty (30) days prior written notice to the Corporation;
(v)at the Employee’s option, in the event of an act by the Corporation, defined in Section 5(c), below, as constituting “Good Reason” for termination by the Employee;
(vi)at the Corporation’s option, in the event of an act by the Employee, defined in Section 5(d), below, as constituting “Cause” for termination by the Corporation; or
(vii)at the Corporation’s option, without “Cause,” upon thirty (30) days prior written notice to the Employee.
(b)For purposes of this Agreement, the Employee shall be deemed to be suffering from a “Total Disability” if the Employee has failed to perform his regular and customary duties to Corporation for a period of 180 days out of any 360-day period and if before the Employee has become “Rehabilitated” (as herein defined) a physician selected by the Corporation and reasonably acceptable to the Employee (or the Employee’s representative) certifies in writing that the Employee is mentally or physically incapable or unable to continue to perform such regular and customary duties of employment, with or without reasonable accommodation. As used herein, the term “Rehabilitated” shall mean such time as the Employee is willing, able and commences to devote his time and energies to the affairs of Corporation to the extent and in the manner that he did so prior to his Total Disability. Nothing in this Section 8(b) shall be construed to waive the Employee’s rights, if any, under existing law including, without limitation, to the extent applicable, the Family and Medical Leave Act of 1993, 29 U.S.C.
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s.2601 et seq. and the Americans with Disabilities Act, 42 U.S.C. s12101 et seq., and any comparable laws of Jamaica.
(c)For purposes of this Agreement, the term “Good Reason” shall mean that the Employee has resigned due to (i) any substantial and sustained diminution of duties inconsistent with Employee’s title, authority, duties and responsibilities (excluding, for the avoidance of doubt, changes resulting from corporate reorganization, growth, or the hiring of additional executives, and excluding a material change in the chain of reporting unless Employee is required to report to a person other than the CEO or the Board), which is not cured within thirty (30) days after receipt of written notice thereof from the Employee; (ii) any reduction of or failure to pay Employee compensation provided for herein, except to the extent Employee consents in writing prior to any reduction, deferral or waiver of compensation, which non-payment continues for a period of ten (10) days following written notice to the Corporation by Employee of such non-payment; and (iii) any material violation by the Corporation of its obligations under this Agreement that is not cured within thirty (30) days after receipt of written notice thereof from the Employee. Notwithstanding the foregoing, in order to resign for Good Reason, Employee must provide written notice to the Corporation within sixty (60) days of the initial occurrence of the Good Reason event, and if the Corporation cures such event within the applicable cure period, Good Reason shall not be deemed to exist.
(d)For purposes of this Agreement, the term “Cause” shall mean:
(i)conviction of a felony or a crime involving fraud or moral turpitude; or
(ii)theft, material act of dishonesty or fraud, intentional falsification of any employment or Corporation records, or commission of any criminal act which impairs Employee’s ability to perform appropriate employment duties for the Corporation; or
(iii)intentional or reckless conduct or gross negligence materially harmful to the Corporation, including violation of a non-competition or confidentiality agreement; or
(iv)willful failure to follow lawful and reasonable instructions of the person or body to which Employee reports, which failure, if curable, is not cured within thirty (30) days after written notice to the Employee thereof; or
(v)gross negligence or willful misconduct in the performance of Employee’s assigned duties; or
(vi)any material breach of this Agreement by Employee, which breach, if curable, is not cured within fifteen (15) days after written notice to the Employee of such breach.
6.Effects of Termination.
(a)Upon termination of the Employee’s employment pursuant to Section 5(a)(i) or (ii), in addition to the accrued but unpaid compensation through the date of death or Total Disability and any other benefits accrued to him under any benefit plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee or his estate or beneficiaries, as applicable, shall be entitled to the following
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severance benefits: (i) continued provision for a period of twelve (12) months following the Employee’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (ii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of death or Total Disability.
(b)Upon termination of the Employee’s employment pursuant to Section 5(a)(iii), where the Corporation has offered to renew the term of the Employee’s employment for an additional one (1) year period and the Employee chooses not to continue in the employ of the Corporation, the Employee shall be entitled to receive only the accrued but unpaid compensation through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date. In the event the Corporation tenders a Non-Renewal Notice to the Employee, then the Employee shall be entitled to the same severance benefits as if the Employee’s employment were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the Employee’s employment was terminated due to Section 5(a)(vi) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Cause.”
(c)Upon termination of the Employee’s employment pursuant to Section 5(a)(v) or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition to the accrued but unpaid compensation through the date of such termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, and subject to Employee’s execution and non-revocation of a general release of claims in a form reasonably satisfactory to the Corporation within the time period specified therein (but in no event later than sixty (60) days following such termination), the Employee shall be entitled to the following severance benefits: (i) continued provision for a period of twelve (12) months after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (ii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of the Employee’s termination of employment. In addition, upon termination of Employee’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”, any options or restricted stock that would have vested within the twelve (12) months following the date of termination shall be immediately vested as of the date of such termination.
(d)Upon termination of the Employee’s employment pursuant to Section 5(a)(iv) or (vi), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the continued provision, for a period of one (1) month after the date of the Employee’s termination of employment, of benefits under Benefit Plans extended to the Employee at the time of termination. Employee shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Act.
(e)Any payments required to be made hereunder by the Corporation to the Employee shall continue to the Employee’s beneficiaries in the event of his death until paid in full.
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7.Time Off. In addition to standard holidays, the Employee shall be entitled to take reasonable amounts of time off for vacation, illness, and personal matters. Discretionary absences of longer than one week should be scheduled at such time or times as the Employee and the Corporation shall determine is mutually convenient.
8.Disclosure of Confidential Information.
(a)The Employee recognizes, acknowledges and agrees that he has had and will continue to have access to secret and confidential information regarding the Corporation, its subsidiaries and their respective businesses (“Confidential Information”), including but not limited to, its products, methods, formulas, software code, patents, sources of supply, customer dealings, data, know-how, trade secrets and business plans, provided such information (i) is not in or does not hereafter become part of the public domain other than as a result of disclosure by the Employee in breach of this Agreement, or (ii) was not independently developed by the Employee without use of or reference to the Corporation’s Confidential Information. The Employee acknowledges that such information is of great value to the Corporation, is the sole property of the Corporation, and has been and will be acquired by him in confidence. In consideration of the obligations undertaken by the Corporation herein, the Employee will not, at any time, during or after his employment hereunder, reveal, divulge or make known to any person, any Confidential Information acquired by the Employee during the course of his employment, which is treated as confidential by the Corporation, and not otherwise in the public domain, except as required by law, but only after Employee has provided the Corporation with reasonable notice and opportunity to take action against any legally required disclosure. The provisions of this Section 8 shall survive the termination of the Employee’s employment hereunder.
(b)The Employee affirms that he does not possess and will not rely upon the protected trade secrets or confidential or proprietary information of any prior employer(s) in providing services to the Corporation or its subsidiaries.
(c)In the event that the Employee’s employment with the Corporation terminates for any reason, the Employee shall deliver forthwith to the Corporation any and all originals and copies, including those in electronic or digital formats, of Confidential Information; provided, however, Employee shall be entitled to retain (i) papers and other materials of a personal nature, including, but not limited to, photographs, correspondence, personal diaries, and calendars, (ii) information showing his compensation or relating to reimbursement of expenses, (iii) information that he reasonably believes may be needed for tax purposes and (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with the Corporation; provided, further, that no retained materials shall contain any Confidential Information of the Corporation.
(d)No interference with NLRA or reporting rights. This Section 8 and all other provisions in this Agreement, are not intended to interfere with or restrain employee communications regarding wages, hours, or other terms and conditions of employment or to otherwise interfere with any rights Employee has under the National Labor Relations Act. This Section 8 and all other provisions in this Agreement, do not prohibit Employee from reporting possible legal violations to the government or from making other disclosures to the government that are protected under federal or state whistleblower provisions.
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(e)Defend Trade Secrets Act. Employee is advised that pursuant to the Defend Trade Secrets Act an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and (ii) solely for the purpose of reporting or investigating a suspected violation of law, or (B) is made in a complaint or other document filed in a lawsuit or other proceeding if such filing is made under seal. Further, an individual who files a lawsuit alleging retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual's attorney and use the trade secret information in the court proceeding if the individual (1) files any document containing the trade secret under seal and (2) does not otherwise disclose the trade secret, except pursuant to court order. Employee understands that any disclosure by Employee of the Company's trade secrets not done in good faith consistent with the above may subject Employee to substantial damages, including punitive damages and attorney's fees.
9.Non-Competition and Non-Solicitation.
(a)The Employee agrees and acknowledges that the Confidential Information that the Employee has already received and will receive is valuable to the Corporation and that its protection and maintenance constitutes a legitimate business interest of the Corporation, to be protected by the non-competition restrictions set forth herein. The Employee agrees and acknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Employee. The Employee also acknowledges that the scope of prohibited competition and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to maintain the value of the Confidential Information of, and to protect the goodwill and other legitimate business interests of, the Corporation, its affiliates and/or its clients or customers. The provisions of this Section 9 shall survive the termination of the Employee’s employment hereunder for the time periods specified below.
(b)The Employee hereby agrees and covenants that he shall not without the prior written consent of the Corporation, directly or indirectly, in any capacity whatsoever:
(i)Engage, own, manage, operate, control, be employed by, consult for, participate in, or be connected in any manner with the ownership, management, operation or control of any business in competition with the Business of the Corporation within any geographic area in which the Corporation or its affiliates conduct business and in which the Employee had material involvement or responsibility as of the date of termination. “Business” shall mean the development and sale of immersive and simulation services, and the sale of drones and robots, in each case to the extent related to the Corporation’s or NovaCore’s actual products and services as of the date of termination. Notwithstanding the forgoing Employee’s work with PlayJamaica is excluded from this paragraph to the extent it does not compete directly with the business of NovaCore.
(ii)Recruit, solicit or hire, or attempt to recruit, solicit or hire, any employee, or independent contractor of the Corporation to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or independent contractor is party to an employment agreement, for the purpose of competing with the Business of the Corporation;
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(iii)Attempt in any manner to solicit or accept from any customer of the Corporation, with whom Employee had significant contact during Employee’s employment by the Corporation (whether under this Agreement or otherwise), business competitive with the Business done by the Corporation with such customer or to persuade or attempt to persuade any such customer to cease to do business or to reduce the amount of business which such customer has customarily done with the Corporation, or if any such customer elects to move its business to a person other than the Corporation, provide any services of the kind or competitive with the Business of the Corporation for such customer, or have any discussions regarding any such service with such customer, on behalf of such other person for the purpose of competing with the Business of the Corporation; or
(iv)Interfere with any relationship, contractual or otherwise, between the Corporation and any other party, including, without limitation, any supplier, distributor, co-venturer or joint venturer of the Corporation, for the purpose of soliciting such other party to discontinue or reduce its business with the Corporation for the purpose of competing with the Business of the Corporation.
With respect to the activities described in Paragraphs (i), (ii), (iii) and (iv) above, the restrictions of this Section 9 shall continue during the Employment Period and, upon termination of the Employee’s employment for a period of one (1) year thereafter.
(c)Protectable interests. Employee acknowledges and agrees that (1) complying with the restrictions contained in this Agreement will not prevent Employee from earning a living, and (2) such restrictions are necessary and reasonable (including, without limitation, with respect to geographic scope and duration) to protect the Corporation’s valid interests (including, without limitation, relationships with customers, goodwill, the protection of trade secrets and other Confidential and Proprietary Information, protection from unfair competition, and other protectable interests).
10.Intellectual Property.
(a)Work For Hire. All work created by Employee in the course of Employee’s employment with the Corporation shall be considered “work for hire” and shall be the sole and exclusive property of the Corporation. Employee hereby assigns to the Corporation all right, title and interest in and to any such work, including, without limitation, all intellectual property rights therein. Employee agrees to execute all documents and take all other actions reasonably requested by the Corporation to evidence, perfect or enforce such assignment. For the avoidance of doubt, this assignment does not apply to any pre-existing intellectual property owned by Employee prior to the Effective Date, which is listed on Schedule A hereto, or to inventions conceived entirely on Employee’s own time without the use of Corporation resources and unrelated to the Corporation’s business.
(b)No Conflict. Employee hereby represents and warrants that Employee is not subject to any agreement or other understanding that would prevent Employee from performing the duties of Employee’s employment with the Corporation or would otherwise conflict with the terms of this Agreement.
(c)Other Intellectual Property. Employee agrees not to use any intellectual property of any other company or organization in connection with Employee’s employment with
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the Corporation. Employee shall not use, reproduce, or disclose any confidential information or trade secrets of any other company or organization in connection with Employee’s employment with the Corporation.
11.Section 409A.
(a)The provisions of this Agreement are intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and any final regulations and guidance promulgated thereunder (“Section 409A”) and shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. The Corporation and Employee agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee under Section 409A.
(b)To the extent that Employee will be reimbursed for costs and expenses or in-kind benefits, except as otherwise permitted by Section 409A, (a) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, (b) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year; provided that the foregoing clause (b) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect and (c) such payments shall be made on or before the last day of the taxable year following the taxable year in which you incurred the expense.
(c)A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination constitutes a “Separation from Service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement references to a “termination,” “termination of employment” or like terms shall mean Separation from Service.
(d)Each installment payable hereunder shall constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b), including Treasury Regulation Section 1.409A-2(b)(2)(iii). Each payment that is made within the terms of the “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) is intended to meet the “short-term deferral” rule. Each other payment is intended to be a payment upon an involuntary termination from service and payable pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii), et. seq., to the maximum extent permitted by that regulation, with any amount that is not exempt from Code Section 409A being subject to Code Section 409A.
(e)Notwithstanding anything to the contrary in this Agreement, if Employee is a “specified employee” within the meaning of Section 409A at the time of Employee’s termination, then only that portion of the severance and benefits payable to Employee pursuant to this Agreement, if any, and any other severance payments or separation benefits which may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), which (when considered together) do not exceed the Section 409A Limit (as defined herein) may be made within the first six (6) months following Employee’s termination of employment in accordance with the payment schedule applicable to
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each payment or benefit. Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to Employee on or within the six (6) month period following Employee’s termination will accrue during such six (6) month period and will become payable in one lump sum cash payment on the date six (6) months and one (1) day following the date of Employee’s termination of employment. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee dies following termination but prior to the six (6) month anniversary of Employee’s termination date, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit.
(f)For purposes of this Agreement, “Section 409A Limit” will mean a sum equal to (x) the amounts payable prior to March 15 following the year in which Employee’s employment terminates plus (y) the lesser of two (2) times: (i) Employee’s annualized compensation based upon the annual rate of pay paid to Employee during the Corporation’s taxable year preceding the Corporation’s taxable year of Employee’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any IRS guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Employee’s employment is terminated.
12.Miscellaneous.
(a)The Employee acknowledges that the services to be rendered by him under the provisions of this Agreement are of a special, unique and extraordinary character and that it would be difficult or impossible to replace such services. Accordingly, the Employee agrees that any breach or threatened breach by him of Sections 8 or 9 of this Agreement shall entitle the Corporation, in addition to all other legal remedies available to it, to apply to any court of competent jurisdiction to seek to enjoin such breach or threatened breach. The parties understand and intend that each restriction agreed to by the Employee hereinabove shall be construed as separable and divisible from every other restriction, that the unenforceability of any restriction shall not limit the enforceability, in whole or in part, of any other restriction, and that one or more or all of such restrictions may be enforced in whole or in part as the circumstances warrant. In the event that any restriction in this Agreement is more restrictive than permitted by law in the jurisdiction in which the Corporation seeks enforcement thereof, such restriction shall be limited to the extent permitted by law. The remedy of injunctive relief herein set forth shall be in addition to, and not in lieu of, any other rights or remedies that the Corporation may have at law or in equity.
(b)Except for injunctive relief as set forth in Section 12(a) above, prior to either Party bringing an action on any matter related to arising under this Agreement, the Parties shall engage in pre-suit mediation. The mediation shall be held before a certified mediator to be agreed upon by the Parties. The Parties shall share equally in the costs of the mediation. The mediation shall be held within thirty (30) days of the request for mediation by either Party.
(c)Neither the Employee nor the Corporation may assign or delegate any of their rights or duties under this Agreement without the express written consent of the other; provided however that the Corporation shall have the right to (i) delegate its obligation of
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payment of all sums due to the Employee hereunder, provided that such delegation shall not relieve the Corporation of any of its obligations hereunder, and (ii) assign this Agreement to any successor (whether by merger, consolidation, sale of all or substantially all assets, or similar transaction) or affiliate of the Corporation, provided that the successor or affiliate assumes all obligations of the Corporation under this Agreement.
(d)This Agreement constitutes and embodies the full and complete understanding and agreement of the parties with respect to the Employee’s employment by the Corporation, supersedes all prior understandings and agreements, whether oral or written, between the Employee and the Corporation, and shall not be amended, modified or changed except by an instrument in writing executed by the party to be charged. The invalidity or partial invalidity of one or more provisions of this Agreement shall not invalidate any other provision of this Agreement. No waiver by either party of any provision or condition to be performed shall be deemed a waiver of similar or dissimilar provisions or conditions at the same time or any prior or subsequent time.
(e)This Agreement shall inure to the benefit of, be binding upon and enforceable against, the parties hereto and their respective successors, heirs, beneficiaries and permitted assigns.
(f)The headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.
(g)All notices, requests, demands and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when personally delivered, sent by registered or certified mail, return receipt requested, postage prepaid, or by private overnight mail service (e.g. Federal Express) to the party at the address set forth above or to such other address as either party may hereafter give notice of in accordance with the provisions hereof. Notices shall be deemed given on the sooner of the date actually received or the third business day after sending.
(h)Severability. If any provision of this Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction, the invalid or unenforceable provision shall be severable from the remaining provisions of this Agreement and the remaining provisions of this Agreement shall continue in full force and effect.
(i)This Agreement shall be governed by and construed in accordance with the internal laws of the State of Florida without reference to principles of conflicts of laws, except to the extent that the mandatory employment laws of Jamaica apply to Employee’s employment with NovaCore Labs Limited, in which case such laws shall govern to the extent required. Each of the parties hereto irrevocably consents to the jurisdiction and venue of the federal and state courts located in the State of Florida.
(j)This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The parties hereto have executed this Agreement as of the date set forth above.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and effective as of the date first set forth above.
CORPORATION: |
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AIBOTICS INC. |
| NOVACORE LABS LIMITED |
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By: Ben Kaplan |
| By: Ben Kaplan |
Title: CEO |
| Title: CEO |
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EMPLOYEE: |
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RYAN MOORE |
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Ryan Moore |
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