NGTF 8-K
NightFood Holdings, Inc. (NGTF)
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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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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Securities registered pursuant to Section 12(b) of the Act:
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| Not applicable | Not applicable | Not applicable |
Item 1.01 Entry into Material Definitive Agreement.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On February 17, 2026, Nightfood Holdings, Inc. (the “Company”), wholly owned subsidiary, TechForce Robotics, Inc. (“TechForce”), entered into and closed an Asset Purchase and IP Assignment Agreement (the “Agreement”) with Christopher Erpelding (the “Seller”). Pursuant to the Agreement, TechForce purchased all pre-existing intellectual property, including but not limited to patents, software and trade secrets related to Beer Bot and its evolved platform “BIM-E,”, an autonomous beverage robotics platform for the purchase price (the “Purchase Price”) of 7,000,000 restricted shares of the Company’s common stock. Additionally, TechForce and the Seller entered into an Intellectual Property Assignment Confirmation, whereby all of the intellectual property related to the Purchased Assets (as defined in the Agreement) were transferred to TechForce.
In connection with the Agreement, TechForce entered into an employment agreement (the “Employment Agreement”) with the Seller. The Seller will serve as TechForce’s Chief Mechatronics Architect and will be paid an annual salary of $100,000. Pursuant to the Employment Agreement, the Seller is eligible to receive performance-based equity or equity-linked awards. The performance-based awards are triggered by the achievement of incremental trailing twelve-month (“TTM”) revenue milestones. Each $5,000,000 TTM revenue milestone unlocks an award of warrants to purchase 10,000,000 shares of the Company’s common stock at an exercise price of $0.04 per share (the “TTM Warrants”). At the $10,000,000 TTM revenue milestone, the Seller will be entitled to 20,000,000 TTM Warrants. The total TTM revenue milestone will not exceed $50,000,000 in cumulative TTM revenue and 100,000,000 TTM Warrants. The Seller is also eligible to participate in a discretionary bonus, incentive, or commission programs. In Addition, the Seller is subject to a “work made for hire” provision, whereby, any Work Product (as defined in the Employment Agreement) is owned by the Company and the Seller irrevocably assigns to the Company all right, title and interest in any such Work Product.
The Asset Purchase and IP Assignment Agreement, Intellectual Property Assignment Confirmation and Employment Agreement are being filed as exhibits to this Current Report on Form 8-K and are incorporated herein by reference. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Asset Purchase and IP Assignment Agreement, Intellectual Property Assignment Confirmation and Employment Agreement, which are filed herewith as Exhibits 10.1, 10.2 and 10.3 respectively.
7.01 Regulation FD Disclosure.
On February 19, 2026, the Company issued a press release announcing the acquisition of the Beer Bot platform and related intellectual property, and the Employment Agreement with the Seller.
A copy of the press release is furnished herewith as Exhibit 99.1.
The information in this Item 7.01 disclosure, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section. In addition, the information in this Item 7.01 disclosure, including Exhibits 99.1, shall not be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No | Description | |
| 10.1 | Asset Purchase and IP Assignment Agreement dated February 17, 2026, between TechForce Robotics, Inc., and Christopher Erpelding. | |
| 10.2 | Intellectual Property Assignment Confirmation dated February 17, 2026, between TechForce Robotics, Inc., and Christopher Erpelding. | |
| 10.3 | Employment Agreement dated February 17, 2026, between TechForce Robotics, Inc., and Christopher Erpelding. | |
| 99.1 | Press Release dated February 19, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
Date: February 19, 2026
| NIGHTFOOD HOLDINGS, INC. | ||
| By: | /s/ JIMMY CHAN | |
| Name: | Jimmy Chan | |
| Title: | Chief Executive Officer | |
Exhibit 10.1
ASSET PURCHASE AND IP ASSIGNMENT AGREEMENT
(Beer Bot / BIM-E Intellectual Property Technology Acquisition)
ASSET PURCHASE AND INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT
This Asset Purchase Agreement (this “Agreement”) is entered into as of February 17, 2026 (the “Effective Date”) by and between:
Buyer: TechForce Robotics, Inc., a Delaware corporation (“Buyer”), with its principal place of business at 42225 Remington Ave #A15, Temecula, CA 92590; and Seller: Christopher Erpelding, an individual (“Seller”). Buyer and Seller may be referred to individually as a “Party” and collectively as the “Parties.”
RECITALS
| A. | Seller has developed and/or acquired certain intellectual property and technology associated with Seller’s autonomous beverage dispensing robotics platform historically known as “Beer Bot” and its evolved platform “BIM-E,” as more particularly described on Schedule 1 (the “BIM-E Technology”). | |
| B. | Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, all of Seller’s right, title, and interest in and to the Purchased Assets (defined below) on the terms and subject to the conditions set forth herein. | |
| C. | The Parties intend that this Agreement reflects an asset purchase and is separate from any employment relationship. Nothing herein modifies any at-will employment terms or compensation arrangements except as expressly stated. |
NOW, THEREFORE, in consideration of the mutual covenants herein, the Parties agree:
1. DEFINITIONS
1.1 “Affiliate” has its customary meaning.
1.2 “Purchased Assets” has the meaning in Section 2.1.
1.3 “Open Source Software” means software distributed under a license approved by the Open Source Initiative or otherwise commonly recognized as “open source,” including any “copyleft” or “reciprocal” licenses.
1.4 “Copyleft License” means any license that requires (as a condition of use/combination/distribution) the disclosure, licensing, or distribution of source code, derivative works, or combined works (e.g., GPL, LGPL, AGPL or similar).
1.5 “Knowledge” of Seller means Seller’s actual knowledge after reasonable inquiry of Seller’s prior contractors and repositories listed on Schedule 6.
1.6 “Losses” means all losses, damages, liabilities, penalties, judgments, settlements, costs and expenses (including reasonable attorneys’ fees).
1.7 “Material Contracts” means contracts listed on Schedule 4.
2. PURCHASE AND SALE
2.1 Purchased Assets. Subject to the terms herein, Seller hereby sells, assigns, transfers, conveys, and delivers to Buyer, and Buyer hereby purchases and acquires from Seller, all of Seller’s right, title, and interest in and to the following (collectively, the “Purchased Assets”), free and clear of all liens other than Permitted Liens (Schedule 7):
(a) Patents. All patents and patent applications (including provisionals), continuations, continuations-in-part, divisionals, reissues, reexaminations, substitutions, foreign counterparts, and priority rights listed on Schedule 2, and all rights to file additional applications claiming priority to the foregoing to the extent based on pre-Closing inventions.
(b) Copyrights and Works. All copyrights, copyright registrations and applications, and all works of authorship (including software, firmware, source code, object code, scripts, build files, documentation, UI assets, technical drawings, diagrams, manuals, training materials) embodied in the BIM-E Technology, whether registered or unregistered, including those listed on Schedule 3.
(c) Software, Firmware, AI/ML Assets, and Data. All source code, object code, firmware, embedded software, models, model weights, training pipelines, prompts/instructions, datasets, test data, logs (excluding personal data to the extent prohibited by law), simulation environments, and related tooling, to the extent owned by Seller and used in or derived from the BIM-E Technology, as described on Schedule 1.
(d) Trade Secrets and Know-How. All trade secrets and confidential know-how in the BIM-E Technology, including designs, prototypes, engineering notebooks, BOMs, vendor specifications, manufacturing processes, calibration/quality procedures, and non-public technical information.
(e) Trademarks and Branding; Goodwill. All trademarks, service marks, trade names, logos, product names (including “BIM-E” and “Beer Bot” to the extent owned by Seller), associated registrations/applications, and all goodwill associated therewith, as listed on Schedule 5.
(f) Domains, Repositories, and Accounts. All domain names, repository accounts, source control organizations, package registries, CI/CD accounts, cloud project accounts, and related credentials primarily used for the BIM-E Technology, listed on Schedule 8, together with the right to change administrative control.
(g) Tangible Media and Documentation. All tangible embodiments of the foregoing (drives, boards, prototypes, printed schematics, build guides), but excluding Seller’s personal devices except as needed to transfer data.
(h) Causes of Action. All rights to sue and recover for past, present, and future infringement, misappropriation, or other violations of the Purchased Assets to the extent assignable, including all proceeds.
(i) Assignment/Employment Files. Copies of all invention assignment agreements, contractor agreements, NDAs, and other documents establishing chain-of-title for the Purchased Assets, as listed on Schedule 9.
2.2 Excluded Assets. Seller retains all assets not expressly included as Purchased Assets, including Seller’s personal tools unrelated to BIM-E, general skills, and any inventions excluded under Section 2870 that are not intentionally sold under this Agreement (if any, listed on Schedule 10).
2.3 Assumed Liabilities. Buyer does not assume any liability or obligation of Seller of any kind, whether known or unknown, accrued or contingent, except as expressly set forth on Schedule 11 (“Assumed Liabilities”). Default is none.
3. PURCHASE PRICE
3.1 Purchase Price. The aggregate consideration (the “Purchase Price”) is 7,000,000 shares of Common Stock of Nightfood Holdings, Inc. (the “Consideration Shares”) approved in writing by Buyer’s Board and documented by definitive agreements.
3.2 Equity Consideration. As part of the Purchase Price, Buyer shall issue to Seller seven million (7,000,000) shares of Nightfood Holdings, Inc. common stock, subject to Board approval, applicable securities law compliance, and execution of definitive equity issuance documentation.
3.3 Grant; Fully Vested Shares. The Consideration Shares shall be issued to Seller as of the date of execution of this Agreement (the “Effective Date”). All Consideration Shares shall be fully vested, earned, and non-forfeitable as of the Effective Date, and shall not be subject to any vesting schedule, continued service requirement, or repurchase right of Buyer based on termination of service.
3.4. Acceleration.
(a) Termination Without Cause - If Seller’s employment is terminated by Buyer without Cause, Seller shall be entitled to a period of ninety (90) days following the termination date (the “Performance Continuation Period”) during which Seller shall remain eligible to satisfy applicable performance-based vesting conditions under any outstanding stock option awards, solely with respect to performance metrics achieved during such 90-day period.
No automatic acceleration shall apply. Stock options shall vest only to the extent that the applicable performance metrics are actually achieved during the Performance Continuation Period. Any portion of the stock options for which the applicable performance criteria are not satisfied within the Performance Continuation Period shall be forfeited and shall terminate automatically at the end of such period.
Any stock options that vest pursuant to this Section shall remain exercisable for ninety (90) days following the date of termination (but in no event later than the original expiration date of the option), after which any unexercised vested options shall expire.
For purposes of this Agreement, “Cause” shall mean:
| 1) | Fraud, embezzlement, or willful misconduct | |
| 2) | Material breach of fiduciary duty | |
| 3) | Material breach of employment or confidentiality obligations | |
| 4) | Conviction of or plea of guilty/no contest to a felony | |
| 5) | Willful failure to perform duties after written notice and reasonable opportunity to cure (if curable) |
3.5 Tax Allocation; Reporting (IRC §1060).
| (a) | Allocation Schedule. The Parties will allocate the Purchase Price among the Purchased Assets in accordance with Schedule 12 (Allocation) and IRC §1060 and Treasury regulations. | |
| (b) | Form 8594. Each Party will timely file Form 8594 (and any required comparable state forms) consistently with Schedule 12. | |
| (c) | Withholding. Buyer may withhold amounts required by law; Buyer will cooperate to minimize withholding consistent with law. |
3.6 Separation from Employment Compensation. The Parties intend the Purchase Price to be consideration solely for the sale of Purchased Assets and not wages, salary, or compensation for post-closing services. Any employment compensation or incentive equity is governed only by separate written agreements.
3.7 409A/Securities Compliance (Protective). If any portion of the Purchase Price is deferred or contingent, the Parties will administer it in a manner intended to avoid adverse tax consequences under IRC §409A. If any equity is issued as consideration, the issuer will comply with applicable securities exemptions and disclosure obligations; no equity is issued unless and until approved by the issuer’s board and documented definitively.
4. CLOSING
4.1 Closing. Closing will occur on February 17, 2026 (the “Closing”).
4.2 Seller Deliverables at Closing. Seller will deliver:
| (a) | executed IP Assignment Confirmation (Exhibit A); | |
| (b) | executed Patent Assignment (USPTO form or Exhibit B) for Schedule 2 inventions; | |
| (c) | executed Copyright Assignment (Exhibit C) or inclusion in Exhibit A as applicable; | |
| (d) | domain and repository transfer authorizations and credentials (Schedule 8), including administrative access changes; | |
| (e) | delivery of all tangible media and documents (Section 2.1(g)); | |
| (f) | Open Source Schedule (Schedule 13) and all required third-party notices/attribution files; | |
| (g) | contractor/employee assignment documents (Schedule 9); | |
| (h) | Bill of Sale (Exhibit D). |
4.3 Buyer Deliverables at Closing. Buyer will deliver:
(a) within thirty (30) days following the Closing Date, issuance of the Consideration Shares in book-entry form through the Company’s duly appointed transfer agent, registered in the name of Seller, free of any vesting restrictions (subject to applicable securities law restrictions, if any); and
(b) any required board approvals and definitive equity issuance documentation reasonably necessary to evidence the valid issuance of the Consideration Shares in compliance with applicable law.
5. SELLER REPRESENTATIONS AND WARRANTIES
Seller represents and warrants as of the Effective Date and Closing:
5.1 Organization/Capacity. Seller has full power and capacity to enter and perform.
5.2 Title; Ownership. Seller is the sole and exclusive owner of the Purchased Assets and has good and marketable title, free and clear of liens other than Permitted Liens.
5.3 No Prior Transfers/Licenses. Seller has not sold, assigned, licensed, pledged, or encumbered any Purchased Asset except as disclosed on Schedule 14.
5.4 Chain-of-Title; Contributors. All persons who contributed to the creation of Purchased Assets (employees, contractors, collaborators) are listed on Schedule 6, and Seller has obtained valid written assignments sufficient to vest ownership in Seller (or has disclosed gaps on Schedule 15).
5.5 Non-Infringement. To Seller’s Knowledge, the Purchased Assets do not infringe any third-party IP rights, and Seller has received no written claim or notice alleging infringement or misappropriation, except as disclosed on Schedule 16.
5.6 Open Source.
(a) Schedule 13 lists all Open Source Software used in, linked with, incorporated into, or distributed with the BIM-E Technology, including version and license.
(b) No Copyleft License applies in a manner that would require Buyer to disclose or license source code of proprietary components, except as disclosed and complied with on Schedule 13.
(c) Seller has complied with all OSS license obligations disclosed on Schedule 13.
5.7 Trade Secrets. Seller has taken reasonable measures to maintain secrecy of trade secrets included in the Purchased Assets and has not publicly disclosed such trade secrets except as disclosed on Schedule 17.
5.8 Compliance with Law. Seller’s development and transfer of the Purchased Assets has complied with applicable law in all material respects, including export control laws, and Seller has not included controlled information in violation of law.
5.9 California Labor Code §2870 Representation (Employee Inventions). Seller represents that the Purchased Assets constitute Seller-owned IP validly transferable to Buyer. Seller is not knowingly transferring to Buyer any invention that Seller has no right to sell because of contractual obligations to any third party. To the extent Seller asserts any invention is excluded from mandatory assignment under California Labor Code §2870 in an employment context, such invention is either (i) not included in the Purchased Assets, or (ii) is included as Seller-owned IP and voluntarily sold hereunder as listed on Schedule 10.
5.10 Litigation. No action is pending or threatened relating to the Purchased Assets, except as disclosed.
6. BUYER REPRESENTATIONS
Buyer represents that it is duly organized, in good standing, and has authority to enter this Agreement, subject to Board approval.
7. COVENANTS
7.1 Further Assurances. Seller will execute additional documents and take actions reasonably requested to perfect Buyer’s ownership and record assignments with USPTO and U.S. Copyright Office.
7.2 Cooperation. Seller will provide reasonable cooperation for prosecution/enforcement of the Purchased Assets.
7.3 Confidentiality; Non-Use. Seller will not use or disclose any Confidential Information or trade secrets included in the Purchased Assets and will not remove or retain copies except as required by law.
7.4 No Challenge. Seller will not challenge Buyer’s ownership of the Purchased Assets.
7.5 Publicity. No press release without Buyer’s consent, except required by law.
8. INDEMNIFICATION
8.1 Seller Indemnity. Seller will indemnify Buyer and its affiliates for Losses arising out of:
(a) breach of Seller reps/warranties;
(b) breach of Seller covenants;
(c) third-party claims that Purchased Assets infringe or misappropriate IP, to the extent arising from pre-Closing facts;
(d) Open Source noncompliance not disclosed on Schedule 13;
(e) Excluded Liabilities.
8.2 Cap; Basket; Survival.
(a) Fundamental Reps (title, authority, taxes, intentional misrepresentation/fraud) survive indefinitely or through the applicable statute of limitations; not capped.
(b) General reps survive until General Survival Expiration and IP/open-source reps survive 36–72 months.
9. LIMITATION OF LIABILITY; EQUITABLE RELIEF
9.1 No Consequential Damages (Buyer-Protective). Neither Party is liable for incidental/consequential damages except for fraud, intentional misconduct, or third-party claims.
9.2 Injunctive Relief. Each Party acknowledges that breach of Sections 7.3–7.4 would cause irreparable harm and Buyer may obtain injunctive relief in addition to other remedies, consistent with applicable law.
10. GOVERNING LAW; VENUE
10.1 Governing Law. This Agreement is governed by California law, except that California law governs the enforceability of any provision that would restrain lawful business/profession in California and any mandatory employee-invention limitations.
10.2 Venue. Exclusive venue for disputes is Superior Court of Orange County or, for federal IP claims, the applicable U.S. District Court; provided either Party may seek preliminary injunctive relief in California where necessary to prevent misuse of trade secrets.
11. MISCELLANEOUS
11.1 Entire Agreement; Order of Precedence. This Agreement, schedules, and exhibits are the entire agreement. If conflict exists, this Agreement controls over schedules; Exhibit A controls for assignment mechanics.
11.2 Severability; Reformation. Invalid provisions are severed or reformed to the minimum extent.
11.3 Assignment. Buyer may assign to an Affiliate or successor; Seller may not assign.
11.4 Counterparts; E-Signatures. Permitted.
(SIGNATURES ON THE FOLLOWING PAGE)
BUYER: TechForce Robotics, Inc. (a Delaware corporation)
| By: | /s/ Ried Floco | |
| Name: | Ried Floco | |
| Title: | President |
SELLER: /s/ Christopher Erpelding
| By: |
Exhibit A (Seller’s unrelated prior inventions listed)
None
Exhibit 10.2
INTELLECTUAL PROPERTY ASSIGNMENT CONFIRMATION
(Beer Bot / BIM-E Intellectual Property Technology Acquisition)
This IP Assignment Confirmation (this “Assignment”) is entered into as of February 17, 2026 by Christopher Erpelding (“Assignor”) in favor of TechForce Robotics, Inc., a Delaware corporation (“Assignee”).
1. CONFIRMATION; PRESENT ASSIGNMENT
Assignor hereby irrevocably sells, assigns, transfers, conveys, and quitclaims to Assignee all of Assignor’s right, title, and interest worldwide in and to the Purchased Assets (as defined in the Asset Purchase Agreement dated February 17, 2026 between Assignor and Assignee (the “APA”)), including:
(a) all patent rights and applications and priority rights (Schedule A);
(b) all copyrights and works of authorship including all software, firmware, documentation (Schedule B);
(c) all trade secrets and confidential know-how (not publicly disclosed), prototypes, designs, CADs, schematics;
(d) all trademarks, domain names, repositories, and associated accounts (Schedule C);
(e)
all rights to sue for past, present, and future infringement/misappropriation and recover damages.
2. MORAL RIGHTS; WAIVER
To the extent permitted by law, Assignor waives and agrees not to assert any “moral rights” or similar rights in any works assigned.
3. COOPERATION; POWER OF ATTORNEY
Assignor will execute further documents and provide reasonable assistance to perfect Assignee’s ownership and record assignments (USPTO, Copyright Office, domain registrars). If Assignor fails to do so after reasonable notice, Assignor appoints Assignee as attorney-in-fact solely to execute such documents on Assignor’s behalf for recordation/perfection purposes.
4. REPRESENTATIONS
Assignor represents that:
(a) Assignor is the owner of the Assigned IP and has authority to assign it;
(b) Assignor has not granted prior assignments/licenses except as disclosed in APA schedules;
(c) to Assignor’s knowledge, the Assigned IP does not infringe third-party rights;
(d) Assignor is not knowingly assigning any invention that Assignor has no right to sell due to obligations to a third party; and any invention potentially excluded from mandatory assignment under California Labor Code §2870 in an employment context is either excluded on Schedule D or voluntarily sold as Assignor-owned IP and listed.
5. CONFIDENTIALITY/NON-USE
Assignor will not use or disclose the trade secrets or confidential know-how included in the Assigned IP.
6. GOVERNING LAW
This Assignment is governed as provided in the APA.
(SIGNATURES ON THE FOLLOWING PAGE)
Assignee TechForce Robotics, Inc. (a Delaware corporation)
| By: | /s/ Ried Floco | |
| Name: | Ried Floco | |
| Title: | President |
Assignor: /s/ Christopher Erpelding
| By: |
Exhibit 10.3
EMPLOYMENT AGREEMENT
(Technology Development; Earn-Out Equity Incentives)
Dated as of February 17, 2026
This Employment Agreement (the “Agreement”) is made and entered into as of the date first set forth above (the “Effective Date”), by and between TechForce Robotics, Inc., a Delaware corporation, with offices located at 42225 Remington Ave #A15, Temecula, CA 92590 (the “Company”), and Christopher Erpelding (the “Employee”). Each of the Company and Employee may be referred to herein individually as a “Party” and collectively as the “Parties.”
RECITALS
WHEREAS, Employee has experience in technology development and robotics-related product development (see Exhibit A); and
WHEREAS, the Company desires to employ Employee to perform services for the Company, and Employee desires to accept such employment, subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual promises set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
1. POSITION; DUTIES; WORKPLACE; POLICIES
1.1 Position; Start Date; Reporting. Effective as of the Effective Date
The Company employs Employee in the position of Chief Mechatronics Architect. In this capacity, Employee shall report to Philip Garcia, Chief Executive Officer of Robotics & Ried Floco, Director and President, or to such other individual as the Company may designate from time to time. Employee’s employment commenced on November 1, 2025.
1.2 Duties
Employee will perform the duties reasonably assigned consistent with Employee’s position. Employee will (a) devote full professional time and best efforts to the Company during employment, and (b) faithfully and efficiently perform such duties in a lawful and professional manner.
1.3 Work Location
Employee’s primary work location is 42225 Remington Ave #A15, Temecula, CA 92590. The Company may require reasonable travel. Any remote or hybrid arrangement is at the Company’s discretion and may be modified or revoked.
1.4 Compliance with Policies; No Contract from Policies
Employee will comply with the Company’s lawful written policies (each as amended), including but not limited to confidentiality/security, acceptable use, code of conduct, anti-harassment, expense reimbursement, and insider trading policies. Company policies do not create a contract of employment and do not alter at-will status.
1.5 No Authority to Bind
Employee has no authority to bind the Company to any contract or obligation unless expressly authorized in writing by the Company.
1.6 Outside Activities; Conflicts of Interest
During employment, Employee will not engage in any other employment, consulting, or business activity that (a) competes with the Company, (b) interferes with Employee’s performance, or (c) creates a conflict of interest, without the Company’s prior written consent. Employee will promptly disclose any actual or potential conflicts.
2.
AT-WILL EMPLOYMENT
2.1 Employment is at-will
Either party may terminate employment at any time, with or without Cause, with or without advance notice, subject to applicable law and Section 6 (Severance, if applicable). No statement or practice may change at-will status except a written agreement signed by Employee and the Company’s Chief Executive Officer.
3. COMPENSATION; EXPENSES; BENEFITS
3.1 Base Salary
The Company will pay Employee a base salary at the annual rate of $100,000, less applicable withholdings and deductions, paid in accordance with the Company’s standard payroll practices (currently semimonthly). The Company may review and adjust compensation prospectively in its discretion.
3.2 Exemption Classification; Timekeeping
The Company currently expects Employee to be classified as exempt under applicable wage/hour law. Employee agrees to comply with the Company’s timekeeping and meal/rest break policies as applicable. If Employee is reclassified as non-exempt, the Company will compensate Employee in compliance with applicable law and will require accurate recording of all hours worked; unauthorized overtime may be subject to discipline but will be paid if worked.
3.3 Bonus and Incentives
Employee may be eligible to participate in discretionary bonus, incentive, or commission programs only if and to the extent adopted by the Company in writing, and subject to the terms of the applicable plan or program. No bonus is earned unless expressly stated as earned under an applicable written plan.
3.4 Performance-Based Equity / Earn-Out Awards
Employee may be eligible to receive performance-based equity or equity-linked awards tied to milestones (the “Incentive Awards”) as described in Exhibit 1 (Incentive Award Summary). Incentive Awards, if any, will be granted only pursuant to definitive written award agreements approved by the Company’s Board of Directors (or a duly authorized committee) (each, an “Equity Award Agreement”), and subject to any applicable equity plan, securities law compliance, and the terms of the Equity Award Agreement. Exhibit 1 is a summary only and does not create a grant unless and until an Equity Award Agreement is executed in Exhibit 5.
3.5 Expense Reimbursement
The Company will reimburse Employee for reasonable and necessary business expenses incurred in performing duties, subject to the Company’s expense policy and reasonable documentation requirements. Reimbursement will be administered consistent with California Labor Code section 2802 and other applicable law.
3.6 Benefits
Employee will be eligible to participate in employee benefit plans, if any, on the same basis as similarly situated employees, subject to plan terms and the Company’s right to amend or terminate plans at any time. Nothing in this Agreement creates vested rights in any benefit.
4. NO SECURITIES SALES / BROKER-DEALER ACTIVITIES
4.1 No Securities Sale Activities
Employee will not (a) solicit investors, (b) negotiate or effect securities transactions, (c) recommend securities as an investment, (d) handle investor funds, or (e) perform broker-dealer or investment adviser activities on behalf of the Company, unless specifically authorized in writing by the Company and conducted in compliance with applicable law and Company policy.
5. CONFIDENTIALITY; TRADE SECRETS; RETURN OF PROPERTY
5.1 Confidential Information
“Confidential Information” means non-public information relating to the Company or its affiliates, customers, vendors, products, finances, operations, technology, or business plans, including trade secrets as defined by applicable law.
5.2 Use and Non-Disclosure
During and after employment, Employee will not use or disclose Confidential Information except as necessary to perform duties for the Company. Employee will protect Confidential Information using at least reasonable care.
5.3 Exclusions
Confidential Information does not include information that Employee can demonstrate is (a) publicly available through no breach by Employee, (b) lawfully received from a third party without duty of confidentiality, or (c) independently developed by Employee without use of Company Confidential Information.
5.4 Protected Disclosures; NLRA Savings; Government Communications
Nothing in this Agreement prohibits or restricts Employee from: (a) discussing wages, hours, or working conditions, or engaging in other activity protected by Section 7 of the National Labor Relations Act; (b) reporting possible violations of law to any government agency or law enforcement; (c) filing a charge or complaint with, or participating in an investigation or proceeding conducted by, any governmental agency; or (d) communicating with Employee’s attorney.
5.5 DTSA Whistleblower Immunity Notice
Employee is hereby notified that under 18 U.S.C. section 1833(b), 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 is made (a) in confidence to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (b) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
5.6 Return of Property
Upon termination of employment (or earlier upon request), Employee will promptly return all Company property and materials, including all Confidential Information, devices, documents, keys, badges, and copies (including electronic copies), and will cooperate in confirming deletion of Company data from personal devices to the extent permitted by law. Final wages will not be conditioned on return of property.
6.
TERM; TERMINATION; FINAL PAY; SEVERANCE
6.1 At-Will Termination
Either
party may terminate employment at any time, with or without Cause, subject to applicable law.
6.2 Resignation Notice; Garden Leave
Employee agrees to provide at least 30 days’ written notice of resignation where practicable. The Company may, in its discretion, accelerate Employee’s separation date or place Employee on paid garden leave during any notice period, during which Employee remains employed and must remain available to assist with transition as requested.
6.3 Definition of Cause
“Cause” means the occurrence of any of the following (as determined in good faith by the Company): (a) willful misconduct, gross insubordination, or material dishonesty; (b) theft, fraud, misappropriation, or breach of fiduciary duty; (c) material violation of a written Company policy after written notice; (d) material breach of this Agreement or an Equity Award Agreement; (e) conviction of, or plea of guilty or nolo contendere to, a felony or crime involving fraud or dishonesty; (f) unlawful harassment, discrimination, or retaliation; or (g) material failure to perform duties after written notice and a reasonable opportunity to cure where cure is reasonably possible.
6.4 Final Pay; Accrued Vacation
Upon termination, the Company will pay Employee all earned wages due through the termination date and accrued, unused vacation/PTO that must be paid under applicable law, at the time required by California law. Nothing in this Agreement waives statutory rights.
6.5 Benefits Continuation
Employee’s eligibility for benefits will end as provided in plan documents and applicable law. The Company will provide required notices regarding continuation coverage (COBRA/Cal-COBRA, if applicable).
7. POST-EMPLOYMENT OBLIGATIONS; NON-DISPARAGEMENT; NO NONCOMPETE
7.1 No Noncompetition Covenant
The Company does not require Employee to agree to any post-employment noncompetition restriction. Nothing in this Agreement is intended to restrain Employee from engaging in lawful profession, trade, or business after employment, consistent with California Business and Professions Code section 16600.
7.2 No Use of Trade Secrets; Unfair Competition
Employee will not use or disclose the Company’s trade secrets or Confidential Information at any time, including after employment. Employee will not engage in unfair competition or unlawful interference with the Company’s relationships by misuse of Confidential Information.
7.3 Non-Disparagement
Employee agrees not to make knowingly false statements of fact about the Company or its officers that are intended to harm the Company’s business reputation. This does not prohibit (a) truthful statements, (b) testimony under subpoena, (c) communications protected by law, or (d) activity protected by NLRA Section 7.
8.
INTELLECTUAL PROPERTY; INVENTIONS
8.1 Work Product
“Work Product” means all inventions, discoveries, developments, designs, works of authorship, software, documentation, processes, know-how, and improvements that Employee conceives, develops, reduces to practice, or creates during employment that relate to the Company’s business or anticipated research and development, or that result from any work performed for the Company.
8.2 Work Made for Hire; Assignment
To the maximum extent permitted by law, Work Product is a “work made for hire” owned by the Company. To the extent any Work Product is not a work made for hire, Employee hereby irrevocably assigns to the Company all right, title, and interest in and to such Work Product.
8.3 California Invention Assignment Notice; Excluded Inventions
This Agreement is subject to, and does not require assignment of inventions that fall within, the limitations in California Labor Code sections 2870–2872. The statutory notice is attached as Exhibit 2. Employee has disclosed any Excluded Inventions on Exhibit 4.
8.4 Assistance
Employee will reasonably assist the Company in securing and enforcing its intellectual property rights during and after employment. If substantial assistance is required after termination, the Company will compensate Employee at a reasonable rate for time actually spent, unless prohibited by law.
9.
DISPUTE RESOLUTION; ARBITRATION; CLASS WAIVER
9.1 Mutual Arbitration Agreement
Except
as excluded below, any dispute arising out of or relating to Employee’s employment or this Agreement will be resolved by final
and binding arbitration administered by the American Arbitration Association under its Employment Arbitration Rules, in Orange County,
California.
9.2 Excluded Claims
Claims that cannot be arbitrated as a matter of law are excluded, including claims for workers’ compensation and unemployment insurance benefits. Either party may seek temporary or preliminary injunctive relief in court to preserve the status quo or protect trade secrets or intellectual property pending arbitration.
9.3 Fair Process; Costs; Remedies
The arbitrator will be neutral and will issue a written decision. The parties will have adequate discovery. The Company will pay arbitration fees and costs unique to arbitration; Employee will pay no more than the filing fee Employee would pay to file the case in court. The arbitrator may award all remedies available in court under applicable law, including attorneys’ fees where authorized by statute.
9.4 Class and Collective Action Waiver
To the maximum extent permitted by law, disputes will be brought in arbitration only on an individual basis; no class, collective, or representative claims may be pursued in arbitration.
9.5 PAGA
The parties agree that any claim that is properly characterized as an “individual” claim under the Private Attorneys General Act may be subject to arbitration to the extent permitted by law. Representative PAGA claims may be brought in court to the extent not subject to arbitration under applicable law. If any portion of this Section 9.5 is found unenforceable, it will be severed and the remainder enforced to the fullest extent permitted.
9.6 Sexual Assault / Sexual Harassment Disputes
Notwithstanding the foregoing, this Agreement does not restrict any rights Employee may have under federal law regarding arbitration or non-disclosure/non-disparagement for sexual assault or sexual harassment disputes.
10. MISCELLANEOUS
10.1 Governing Law
This Agreement will be governed by California law, without regard to conflicts principles, except that the validity and issuance mechanics of any equity securities are governed by the law applicable to the issuer and the applicable equity plan and award agreements.
10.2 Assignment
Employee may not assign this Agreement. The Company may assign this Agreement to any successor to all or substantially all of the Company’s business or assets.
10.3 Severability; Reformation
If any provision is held invalid or unenforceable, the remaining provisions will remain in effect. Any invalid provision will be modified to the minimum extent necessary to make it enforceable where permitted.
10.4 Entire Agreement; Amendment
This Agreement (including exhibits) and any Equity Award Agreements are the entire agreement regarding employment and supersede prior agreements and understandings on that subject. Amendments must be in writing signed by Employee and an authorized Company officer.
10.5 Counterparts; Electronic Signatures
This Agreement may be executed in counterparts and by electronic signature, each of which is deemed an original.
(SIGNATURES ON THE FOLLOWING PAGE)
TechForce Robotics, Inc. (a Delaware corporation)
| By: | /s/ Ried Floco | |
| Name: | Ried Floco | |
| Title: | President |
| Employee: | ||
| By: | /s/ Christopher Erpelding | |
| Christopher Erpelding | ||
Exhibit 1 - (Incentive Award Summary)
Services:
Handle technology development under the guidance of the Company
| a. | Consultant shall receive up to $5,000,000 in total earn-out value, payable in Common Stock options or equivalent cashless warrants exercisable at a strike price of $0.04 per share. | |
| b. | Earn-out awards are triggered by the achievement of incremental Trailing-Twelve-Month (“TTM”) revenue milestones derived from the technologies defined in Exhibit C. | |
| c. | Each $5,000,000 TTM revenue milestone unlocks an award of 10,000,000 cashless warrants at a strike price of $0.04 per share. | |
| d. | Consultant shall have five (5) years from the Effective Date to earn and exercise such warrants, which shall expire five (5) years from the date of employment commencement. | |
| e. | The total earn-out opportunity shall not exceed $50,000,000 in cumulative TTM revenue and 100,000,000 total warrants. | |
| f. | Adjustment Clause: The number of warrants and the exercise price shall be proportionally adjusted for any reverse or forward stock split, reclassification, recapitalization, or similar event affecting the Company’s Common Stock, to preserve the economic equivalence of the original award. |
Earn-Out Milestone Table
| TTM Revenue Milestone | Cumulative Revenue | Warrants Earned | Strike Price | Vesting Condition | ||||||||||||
| $ | 5,000,000 | $ | 5,000,000 | 10,000,000 | $0.04 /share | Upon reaching $5M TTM revenue | ||||||||||
| $ | 10,000,000 | $ | 10,000,000 | 20,000,000 total | $0.04 /share | Upon reaching $10M TTM revenue | ||||||||||
| $ | 15,000,000 | $ | 15,000,000 | 30,000,000 total | $0.04 /share | Upon reaching $15M TTM revenue | ||||||||||
| $ | 20,000,000 | $ | 20,000,000 | 40,000,000 total | $0.04 /share | Upon reaching $20M TTM revenue | ||||||||||
| $ | 25,000,000 | $ | 25,000,000 | 50,000,000 total | $0.04 /share | Upon reaching $25M TTM revenue | ||||||||||
| $ | 30,000,000 | $ | 30,000,000 | 60,000,000 total | $0.04 /share | Upon reaching $30M TTM revenue | ||||||||||
| $ | 35,000,000 | $ | 35,000,000 | 70,000,000 total | $0.04 /share | Upon reaching $35M TTM revenue | ||||||||||
| $ | 40,000,000 | $ | 40,000,000 | 80,000,000 total | $0.04 /share | Upon reaching $40M TTM revenue | ||||||||||
| $ | 45,000,000 | $ | 45,000,000 | 90,000,000 total | $0.04 /share | Upon reaching $45M TTM revenue | ||||||||||
| $ | 50,000,000 | $ | 50,000,000 | 100,000,000 total | $0.04 /share | Upon reaching $50M TTM revenue | ||||||||||
Exhibit 2 – California Labor Code Section 2879 Notice
Per §2872, the Agreement’s invention-assignment provisions do not apply to any invention that qualifies fully under §2870.
Inventions made entirely on your own time without Company equipment/supplies/facilities or trade secrets are yours—unless related to the Company’s business/R&D or resulting from your Company work.
“Company equipment/facilities” includes remote access (VPN/code repos).
List on Exhibit 4 or “None.”
Employee: /s/ Christopher Erpelding
| Signature: | ||
| Date: |
Exhibit 3
(Rest of Page Left Intentionally Blank followed by Excluded Invention)
Exhibit 4 – Excluded Inventions
(List Prior Inventions Excluded From Assignment)
NONE
Exhibit 5
INCENTIVE RESTRICTED STOCK AWARD AGREEMENT
CHRISTOPHER ERPELDING
Dated as of February 17, 2026
This Incentive Restrictive Stock Award Agreement (this “Agreement”) dated as of the date first set forth above (the “Award Date”) is entered into by and between Nightfood Holdings, Inc., a Nevada corporation and CHRISTOPHER ERPELDING (“Grantee”). The Company and Grantee may collective be referred to as the “Parties” and each individually as a “Party”.
WHEREAS, Grantee is employed by TechForce Robotics, Inc. (or an affiliate of the Company) pursuant to that certain Employment Agreement dated as of February 17, 2026 (the “Employment Agreement”);WHEREAS, in connection with Grantee’s employment and as additional incentive compensation, the Company desires to grant to Grantee certain shares of Common Stock, par value $0.001 per share (the “Common Stock”), subject to the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of Grantee’s continued employment and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Section 1. Defined Terms. Defined terms used herein without definition shall have the meanings given in the Employment Agreement.
Section 2. Grant. Pursuant to the terms of the Employment Agreement and the terms herein, the Company hereby grants to Grantee as of the Award Date the number of shares of Common Stock (the “Restricted Stock”) as set forth in Schedule A attached to this Agreement, subject to the terms and conditions of this Agreement and the Employment Agreement. contract
Section 3. Vesting and Rights to the Restricted Stock.
| (a) | Grantee shall be entitled to exercise and enjoy all rights and entitlements of ownership of the Restricted Stock, including the right to vote such Restricted Stock on all matters which come before the shareholders of the Company and the right to receive dividends and other distributions thereon, except that, until the Restricted Stock vests pursuant to the terms and conditions herein the following restrictions (the “Restrictions”) shall apply: (i) Grantee may not sell, transfer, assign, give, place in trust, or otherwise dispose of or pledge, grant a security interest in, or otherwise encumber the Restricted Stock and any such attempted disposition or encumbrance shall be void and unenforceable against the Company; (ii) dividends and other distributions on the Restricted Stock will be subject to the provisions set forth in Section 3(d), Section 4 and Section 6; and (iii) Grantee’s shares of Restricted Stock will be subject to forfeiture pursuant to the provisions herein and in the Employment Agreement. |
| (b) | Subject to the other provisions herein, the Restricted Stock will vest in accordance with the vesting schedule and terms set forth in Exhibit A of the Consulting Agreement attached hereto. If the Restricted Stock does not vest according to the terms and conditions set forth in Exhibit A, the Restricted Stock will be forfeited and returned to the Company, and all Grantee’s rights, or the rights of Grantee’s heirs in and to such Restricted Stock and stock dividends thereon will terminate, unless the Board of Directors of the Company (the “Board”) determines otherwise in its sole and absolute discretion. |
| (c) | Notwithstanding the foregoing, the Restricted Stock, and the acceleration of vesting thereof, and any forfeiture thereof, shall be subject to and shall be governed in accordance with the provisions of the Employment Agreement. |
| (d) | Cash dividends, if any, that are declared on each share of Restricted Stock prior to the date they vest in accordance with the provisions herein, will be paid in Grantee’s name and will be delivered to Grantee by the Company, as soon as practicable following the payment thereof. Stock dividends or other distributions, if any, that are declared on each share of Restricted Stock prior to the date they vest in accordance with the provisions herein, will be issued in Grantee’s name but will be subject to the same restrictions as the Restricted Stock and will be held in custody by the Company until the date they vest as provided herein. |
| (e) | Subject to the provisions herein, upon the date the Restricted Stock vests in accordance with the terms of this Section 3, Grantee shall become entitled to receive a stock certificate evidencing such shares or have shares delivered electronically to Grantee’s broker, as determined by the Company, and the Restrictions applicable to those shares of Restricted Stock shall become null and void and cease to exist with respect to such shares. |
| (f) | At the discretion of the Board, the certificates representing the Restricted Stock may, upon issuance, be deposited in escrow with the Company to be held in accordance with the provisions of this Agreement. All regular cash dividends on Restricted Stock (or other securities) at the time held in escrow shall be paid directly to the Grantee and shall not be held in escrow. Restricted Stock, together with any other assets or securities held in escrow hereunder, shall be (i) surrendered to the Company for cancellation upon forfeiture thereof; or (ii) released to the Grantee upon request, but only to the extent that the Restricted Stock is no longer Restricted Stock. |
Section 4. Issuance and Delivery. The issuance or delivery of any shares of Restricted Stock which have vested may be postponed by the Board for such period as may be required to comply with any applicable requirements under the federal or state securities laws, any applicable listing requirements of any national securities exchange, and any applicable requirements under any other law, rule or regulation applicable to the issuance or delivery of such shares, and the Company shall not be obligated to deliver any such shares of Restricted Stock to Grantee if either delivery thereof would constitute a violation of any provision of any law or of any regulation of any governmental authority, any national securities exchange, or Grantee shall not yet have complied fully with the provisions herein.
Section 5. Representations and Warranties.
| (a) | General Representations and Warranties of Grantee. Grantee represents and warrants hereunder that this Agreement and the transactions contemplated hereunder have been duly and validly authorized by all requisite action; that Grantee has the full right, power and capacity to execute, deliver and perform its obligations hereunder; and that this Agreement, upon execution and delivery of the same by Grantee, will represent the valid and binding obligation of Grantee enforceable in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws enacted for the relief of debtors generally and other similar laws affecting the enforcement of creditors’ rights generally or by equitable principles which may affect the availability of specific performance and other equitable remedies. Grantee represents and warrants that all personnel or agents of Grantee who perform any activities on behalf of the Company hereunder or otherwise are legally authorized and permitted to work in the United States and for the benefit of the Company hereunder. The representations and warranties set forth herein shall survive the termination or expiration of this Agreement The representations and warranties set forth herein shall survive the termination or expiration of this Agreement. |
| (b) | Representation and Warranties of Grantee Related to the Restricted Stock. The Grantee hereby makes the representations and warranties as set forth in the Employment Agreement, on the Award Date and thereafter such representations and warranties shall be deemed re-made and re-given by Grantee to the Company on and as of each date that any shares of Restricted Stock vest as set forth herein. |
Section 6. No Transfer. Grantee may not sell or transfer this Agreement or the Restricted Stock prior to vesting, or any rights herein or therein, and any attempted transfer shall be null and void ab initio and the Company shall not recognize any purported transferee as the holder thereof.
Section 7. Taxes.
| (a) | Grantee shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, all federal, state, local and foreign taxes that are required by applicable laws and regulations to be withheld by the Company with respect to such amount. Grantee shall be responsible for the payment of all taxes required to be paid in connection with the issuance or vesting of the Restricted Stock. |
| (b) | Subject to provisions discussed herein, under Section 83 of the Code, Grantee will recognize ordinary income upon transfer of the shares of Restricted Stock to Grantee, measured as the difference between the fair market value of the granted shares of Restricted Stock on the date of transfer and the amount paid for the granted shares of Restricted Stock, if any. The capital gains holding period will begin on the date of transfer. |
| (c) | To the extent that the granted shares of Restricted Stock are subject to a “substantial risk of forfeiture” (within the meaning of Section 83 of the Code) on the Award Date, Grantee will not recognize ordinary income until the granted shares of Restricted Stock are no longer subject to a substantial risk of forfeiture (i.e., as the shares of Restricted Stock vest). Grantee’s ordinary income is measured as the difference between the amount paid for the granted shares of Restricted Stock, if any, and the fair market value of the granted shares of Restricted Stock when such shares of Restricted Stock are no longer subject to a substantial risk of forfeiture. The capital gains holding period for shares of Restricted Stock subject to a substantial risk of forfeiture begins on the date when such shares of Restricted Stock are no longer subject to a substantial risk of forfeiture. |
| (d) | If the shares of Restricted Stock are subject to a substantial risk of forfeiture, Grantee may nonetheless accelerate Grantee’s recognition of ordinary income, if any, and begin Grantee’s capital gains holding period by timely filing an election pursuant to Section 83(b) of the Code (the “83(b) Election”). If Grantee makes an 83(b) Election, the excess of (i) the fair market value of the granted shares of Restricted Stock on the Award Date over (ii) the purchase price, if any, paid for the granted shares of Restricted Stock will be included in Grantee’s ordinary income. If the granted shares of Restricted Stock are later forfeited, however, Grantee will not be entitled to a tax deduction or a refund of the tax already paid. If Grantee makes the 83(b) Election, Grantee will not recognize any additional income when the granted shares of Restricted Stock vest and any appreciation in the value of the granted shares of Restricted Stock after the election is not taxed as compensation but instead is taxed as capital gains when the granted shares of Restricted Stock are sold. |
| (e) | The 83(b) Election must be filed with the Internal Revenue Service within 30 days after the shares of Restricted Stock are transferred. Any ordinary income resulting from the election will be subject to applicable tax withholding requirements. The election is generally irrevocable and cannot be made after the 30-day period has expired. In the event that Grantee makes an 83(b) Election, Grantee (i) shall promptly provide the Company with a copy of the 83(b) Election, as filed with the Internal Revenue Service; and (ii) the Company may withhold from any payments due to Grantee any applicable federal, state, or local taxes and such other deductions as are prescribed by law, or Grantee will pay to the Company all such tax withholding amounts promptly upon request. |
| (f) | The foregoing is only a summary of the effect of U.S. federal income taxation on Grantee with respect to the grant of the Restricted Stock. It does not purport to be a complete discussion of the U.S. federal income tax consequences. It does not discuss the income tax laws of any state, municipality, or foreign country in which Grantee’s income or gain may be taxable. In any event, Grantee is hereby advised to consult Grantee’s own tax advisor as to the consequences of making an 83(b) Election. If Grantee desires to make an 83(b) Election, then it is Grantee’s responsibility to timely make a valid election. |
| (g) | THIS SUMMARY DOES NOT ADDRESS SPECIFIC STATE, LOCAL OR FOREIGN TAX CONSEQUENCES THAT MAY BE APPLICABLE TO GRANTEE. GRANTEE UNDERSTANDS THAT THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. GRANTEE ACKNOWLEDGES THAT IT IS GRANTEE’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF GRANTEE REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON GRANTEE’S BEHALF. BY SIGNING THIS AGREEMENT, GRANTEE REPRESENTS THAT GRANTEE HAS REVIEWED WITH GRANTEE’S OWN TAX ADVISORS THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THAT GRANTEE IS RELYING SOLELY ON SUCH ADVISORS AND NOT ON ANY STATEMENTS OR REPRESENTATIONS OF THE COMPANY OR ANY OF ITS AGENTS. GRANTEE UNDERSTANDS AND AGREES THAT GRANTEE (AND NOT THE COMPANY) SHALL BE RESPONSIBLE FOR ANY TAX LIABILITY THAT MAY ARISE AS A RESULT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. |
Section 8. Data Privacy Consent. In order to administer the this Agreement and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal or professional data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth and other information that is necessary or desirable for the administration of this Agreement (the “Relevant Information”). By entering into this Agreement, the Grantee (i) authorizes the Company to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Grantee may have with respect to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. The Grantee shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law.
Section 9. Review. The Grantee has reviewed this Agreement in its entirety, has had an opportunity to obtain the advice of counsel before executing this Agreement and fully understands all provisions of this Agreement. The Grantee hereby agrees to accept as binding, conclusive, and final all decisions or interpretations of the Board upon any questions relating to this Agreement.
Section 10. No Rights to Continued Engagement. This Agreement does not confer upon Grantee any right to continued engagement by the Company or any of its subsidiaries or affiliated companies, nor shall it interfere in any way with the Company’s right to terminate Grantee’s engagement at any time.
Section 11. No Restriction. Nothing in this Agreement will restrict or limit in any way the right of the Board to issue or sell stock of the Company (or securities convertible into stock of the Company) on such terms and conditions as it deems to be in the best interests of the Company, including, without limitation, stock and securities issued or sold in connection with mergers and acquisitions, stock issued or sold in connection with any stock option or similar plan, and stock issued or contributed to any qualified stock bonus or employee stock ownership plan.
Section 12. Power of Attorney. Grantee hereby irrevocably appoints the Company and each of its officers, employees and agents as Grantee’s true and lawful attorneys with power (i) to sign in Grantee’s name and on Grantee’s behalf stock certificates and stock powers covering some or all of the Restricted Stock and such other documents and instruments as the Board deems necessary or desirable to carry out the terms of this Agreement and (ii) to take such other action as the Board deems necessary or desirable to effectuate the terms of this Agreement. This power, being coupled with an interest, is irrevocable. Grantee agrees to execute such other stock powers and documents as may be reasonably requested from time to time by the Board to effectuate the terms of this Agreement.
Section 13. Effect of Waiver. The waiver by either Party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach hereof. No waiver shall be valid unless in writing.
Section 14. Assignment. No Party shall have any power or any right to assign or transfer, in whole or in part, this Agreement, or any of its rights or any of its obligations hereunder, including, without limitation, any right to pursue any claim for damages pursuant to this Agreement or the transactions contemplated herein, or to pursue any claim for any breach or default of this Agreement, or any right arising from the purported assignor’s due performance of its obligations hereunder, without the prior written consent of the other Party and any such purported assignment in contravention of the provisions herein shall be null and void and of no force or effect, provided that, notwithstanding the foregoing, the Company may transfer, assign or delegate to any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company any of Company’s rights, obligations or duties hereunder. Notwithstanding the foregoing, the Company may transfer, assign or delegate to any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company any of Company’s rights, obligations or duties hereunder. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.
Section 15. No Third-Party Rights. Except as expressly provided in this Agreement, this Agreement is intended solely for the benefit of the Parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, any person or entity other than the Parties hereto.
Section 16. Entire Agreement; Effectiveness of Agreement. This Agreement, the Employment Agreement and the other documents referenced therein, and any other agreement entered into between the Company and Grantee with respect to the issuance of any equity securities of the Company or other equity awards relating to the Company set forth the entire agreement of the Parties hereto and shall supersede any and all prior agreements and understandings concerning the Grantee’s employment by the Company. This Agreement may be changed only by a written document signed by the Grantee and the Company.
Section 17. Severability. If any one or more of the provisions, or portions of any provision, of the Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions or parts hereof shall not in any way be affected or impaired thereby.
Section 18. Governing Law and Waiver of Jury Trial.
| (a) | This Agreement, and any and all claims, proceedings or causes of action relating to this Agreement or arising from this Agreement or the transactions contemplated herein, including, without limitation, tort claims, statutory claims and contract claims, shall be interpreted, construed, governed and enforced under and solely in accordance with the substantive and procedural laws of the State of California, in each case as in effect from time to time and as the same may be amended from time to time, and as applied to agreements performed wholly within the State of California. |
| (b) | Subject to Section 19, each Party agrees that all legal proceedings concerning this Agreement shall be commenced in the state and federal courts sitting in CLARK CouNTY, CALIFORNIA (the “Selected Courts”). Each Party hereto hereby irrevocably submits to the exclusive jurisdiction of the Selected Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of the rights of a Party under this Agreement), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such Selected Courts, or such Selected Courts are improper or inconvenient venue for such proceeding. Each Party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such Party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by applicable law. |
| (c) | TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 18(c). |
| (d) | Subject to the provisions of Section 19, if any Party shall commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing Party in such action or proceeding shall be reimbursed by the other Party for its attorney’s fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding. |
| (e) | Except as otherwise provided in the Employment Agreement, any controversy, claim, or dispute arising out of or relating to this Agreement or Grantee’s employment with the Company (including, without limitation, statutory, contractual, tort, or common law claims, and claims for discrimination, harassment, retaliation, wrongful discharge, or unpaid wages) shall be resolved by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules then in effect. The arbitration shall be conducted in Orange County, California before a single neutral arbitrator. |
| (f) | The arbitrator shall have the authority to resolve all disputes relating to the interpretation, applicability, enforceability, or formation of this Agreement, except as otherwise prohibited by applicable law. The arbitrator shall issue a written decision and shall permit adequate discovery consistent with applicable law. The arbitrator may award all remedies available in a court of competent jurisdiction under applicable law, including attorneys’ fees where authorized by statute. |
| (g) | The Company shall pay all arbitration costs and fees unique to arbitration, and Grantee shall not be required to pay more than the filing fee that would apply if the claim were filed in court. Judgment on the arbitration award may be entered in any court of competent jurisdiction. |
Section 19. Nothing in this Section limits either Party’s right to seek temporary or preliminary injunctive relief in a court of competent jurisdiction to preserve the status quo or protect trade secrets or intellectual property pending arbitration, nor does it limit any rights that may not be subject to mandatory arbitration under applicable law. General Remedies. Each Party acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the other Party, and thus each Party acknowledges that the remedy at law for a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach or threatened breach by such Party of the provisions of this Agreement, that the other Party shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Agreement and to enforce specifically the terms and provisions hereof, without the necessity of showing economic loss and without any bond or other security being required.
Section 20. Expenses. Other than as specifically set forth herein, each of the Parties will bear their own respective expenses, including legal, accounting and professional fees, incurred in connection with this Agreement and the transactions contemplated herein.
Section 21. Notices. All notices and other communications hereunder shall be given in accordance with the provisions of the Employment Agreement.
Section 22. Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.
Section 23. Intentionally Left Blank
Section 24. Rule of Construction. The general rule of construction for interpreting a contract, which provides that the provisions of a contract should be construed against the Party preparing the contract, is waived by the Parties hereto. Each Party acknowledges that such Party was represented by separate legal counsel in this matter who participated in the preparation of this Agreement or such Party had the opportunity to retain counsel to participate in the preparation of this Agreement but elected not to do so.
Section 25. Execution in Counterparts, Electronic Transmission. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. The signature of any Party which is transmitted by any reliable electronic means such as, but not limited to, a photocopy, electronically scanned or facsimile machine, for purposes hereof, is to be considered as an original signature, and the document transmitted is to be considered to have the same binding effect as an original signature or an original document.
[Signatures appear on following page]
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Award Date.
| Nightfood Holdings, Inc. | ||
| By: | /s/ Jimmy Chan | |
| Name: | Jimmy Chan | |
| Title: | Chief Executive Officer | |
| Grantee: CHRISTOPHER ERPELDING | ||
| By: | /s/ CHRISTOPHER ERPELDING | |
| Name: | CHRISTOPHER ERPELDING | |
Exhibit A
(Technology Development Services and Earn-Out Participation for Designated SKUs)
Designated SKUs / Technologies:
#1 BIM-E Autonomous Beverage Robotics Platform
“BIM-E” refers to the autonomous beverage robotics system originally derived from the Beer Bot concept and further developed and commercialized by TechForce Robotics, Inc.
BIM-E includes:
| Section 26. | Robotic beverage dispensing hardware systems | |
| Section 27. | Embedded control software and firmware | |
| Section 28. | AI-driven beverage preparation and calibration systems | |
| Section 29. | POS and cloud integration systems | |
| Section 30. | Fleet management and analytics software | |
| Section 31. | All related modules, components, upgrades, and improvements |
Exhibit 99.1
Nightfood Holdings (NGTF) Secures Full Ownership of BIM-E Intellectual Property Following Successful CES Debut; Aligns Founder Compensation with Revenue Milestones
Temecula, California – February 19, 2026 - Nightfood Holdings, Inc. doing business as TechForce Robotics (OTC: NGTF) today announced that following the debut of its BIM-E Autonomous Beverage Robotics Platform at CES 2026 in Las Vegas, the Company has completed the acquisition of the platform’s comprehensive intellectual property and formalized a performance-based employment structure with the platform’s original inventor.
On February 17, 2026, the Company’s wholly-owned subsidiary, TechForce Robotics, Inc., entered into an Asset Purchase and Intellectual Property Assignment Agreement with Christopher Erpelding, securing full ownership of all pre-existing intellectual property related to Beer Bot and its evolved platform, BIM-E. The transaction consolidates patents, source code, firmware, engineering documentation, AI models, trade secrets, and related technology assets under Company ownership, providing clear chain-of-title for commercialization, regulatory compliance, and future strategic transactions.
Management believes the acquisition strengthens the Company’s intellectual property position as it moves toward production scaling and broader market deployment.
Performance-Based Founder Alignment
Concurrent with the IP acquisition, Mr. Erpelding has entered into an Employment Agreement as Chief Mechatronics Architect. His compensation structure is performance-driven and directly tied to revenue generation from the BIM-E platform and its derivative technologies.
Under the agreement:
| ● | Equity-linked awards are earned incrementally based on defined Trailing-Twelve-Month (TTM) revenue milestones. | |
| ● | Each $5 million revenue milestone unlocks a proportional warrant award. | |
| ● | The total performance opportunity scales up to $50 million in cumulative TTM revenue. |
This structure ensures that long-term equity participation is earned through measurable commercial performance, aligning management, engineering leadership, and shareholder interests.
Scaling Operations Following CES Validation
The Company reported increased industry engagement during CES 2026, reinforcing confidence in BIM-E’s commercial viability. In response, Nightfood Holdings has initiated steps to:
| ● | Ramp manufacturing readiness | |
| ● | Expand engineering and robotics development teams | |
| ● | Recruit specialized automation and AI talent | |
| ● | Evaluate potential strategic technology acquisitions and merger opportunities |
Management stated that operational teams are actively working to position the Company for responsible scaling and sustained growth.
Management Commentary
“The success at CES validated both our technology and our commercialization strategy,” said Ried Floco, President of TechForce Robotics. “With full intellectual property ownership secured and a performance-based incentive structure in place, we believe we are well-positioned to execute on production expansion and long-term value creation.”
About Nightfood Holdings, Inc. (OTCQB: NGTF)
Nightfood Holdings, Inc. is an emerging robotics company focused on deploying AI-Enhanced automation across multiple industries. Hospitality is the Company’s initial sector of entry, where its Robotics-as-a-Service (RaaS) platform addresses repetitive, labor-intensive, and operationally constrained tasks. Nightfood’s long-term vision is to expand into additional verticals requiring similar automation solutions, delivering scalable robotics that improve efficiency, reliability, and revenue generation.
Forward-Looking Statements
This press release contains “forward-looking statements” and “forward-looking information. This information and these statements, which can be identified by the fact that they do not relate strictly to historical or current facts, are made as of the date of this press release or as of the date of the effective date of information described in this press release, as applicable. The forward-looking statements herein relate to predictions, expectations, beliefs, plans, projections, objectives, assumptions, or future events or performance (often, but not always, using words or phrases such as “expects,” “anticipates,” “plans,” “projects,” “estimates,” “envisages,” “assumes,” “intends,” “strategy,” “goals,” “objectives” or variations thereof or stating that certain action events or results “may,” “can,” “could,” “would,” “might,” or “will” be taken, occur or be achieved, or the negative of any of these terms and similar expressions) and include, without limitation, statements with respect to projected financial targets that the Company is looking to achieve. All forward-looking statements are based on current beliefs as well as various assumptions made by and information currently available to the Company’s management team. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that estimates, forecasts, projections, and other forward-looking statements will not be achieved or that assumptions do not reflect future experience. We caution any person reviewing this press release not to place undue reliance on these forward-looking statements as several important factors could cause the actual outcomes to differ materially from the beliefs, plans, objectives, expectations, anticipations, estimates, assumptions, and intentions expressed in such forward-looking statements. These risk factors may be generally stated as the risk that the assumptions and estimates expressed above do not occur. The Company does not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by Company or on behalf of the Company except as may be required by law.
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