SNFI 8-K
Stark Novus Financial Inc. (SNFI)
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
Date
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or other jurisdiction of incorporation) |
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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:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. |
In connection with the appointment of Alexander Matina, as described in Item 5.02 below, Nu Ride Inc. (the “Company”) entered into an amended and restated engagement letter (the “Amended M3 Engagement Letter”) with M3 Advisory Partners, LP (“M3 Partners”) to reflect that William Gallagher would no longer be serving in the role of Chief Executive Officer of the Company. The Amended M3 Engagement Letter provides that M3 Partners will continue to provide support to the Company (including, without limitation, a litigation trustee) in evaluating and managing its operations, assets and liabilities, and such other services as M3 Partners and the Company otherwise agree in writing.
The above description of the Amended M3 Engagement Letter is not complete and is qualified in its entirety to the full text of the Amended M3 Engagement Letter, which is filed as Exhibit 10.1 hereto and incorporated by reference herein.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective September 26, 2025, the Board of Directors (the “Board”) of the Company appointed Alexander C. Matina as Chief Executive Officer, President, Treasurer and Secretary of the Company. Mr. Matina will continue to serve on the Board following his appointment and will also serve as the “principal financial officer” of the Company for Securities Exchange Commission purposes. Mr. Matina succeeds William Gallagher, who served in the roles since the Company’s emergence from Chapter 11 proceedings in March 2024, in accordance with the engagement letter between the Company and M3 Partners pursuant to which M3 Partners agreed to provide the Company with executive management and support services, including through Mr. Gallagher.
Mr. Matina, age 49, is currently the Managing Member of LANECR Consulting LLC. From 2007 through 2023, Mr. Matina served in various leadership roles, including as Portfolio Manager, at MFP Investors LLC, which invested across both public and private markets. He has served on the board of directors of Trinity Place Holdings Inc., a publicly traded company, since 2013 and Range Capital Acquisition Corp, a special purpose acquisition company, since 2023. He is also a director of SIXGEN, a privately held cyber-security company and Standard Nuclear, a privately held nuclear fuel business. Mr. Matina previously served as a director of Crowheart Energy LLC, a private energy company, Madava Financial, a private energy-focused finance company, Papa Murphy’s, a publicly traded pizza franchise, as well as other public and private boards. Mr. Matina received a B.S. in finance and accounting from Fordham University (summa cum laude) and an M.B.A. from Columbia Business School.
Pursuant to the employment agreement entered into between the Company and Mr. Matina effective September 26, 2025 (the “Matina Employment Agreement”), Mr. Matina will receive (i) an annual base salary of $415,000, (ii) an annual grant of restricted stock units (“RSUs”) with a fair market value of $50,000 so long as he remains Chief Executive Officer, (iii) an annual grant of RSUs with a fair market value of $110,000, for so long as he remains a member of the Board, and (iv) reimbursement for outside healthcare costs in the amount of $4,000 per month. Mr. Matina is also eligible to receive an annual bonus in the sole discretion of the Board. Mr. Matina will not receive any compensation in connection with his service as a member of the Board in excess of the compensation provided herein.
The above description of the Matina Employment Agreement is not complete and is qualified in its entirety to the full text of the Matina Employment Agreement, which is filed as Exhibit 10.2 hereto and incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
| 10.1 | Amended and Restated Engagement Letter, dated as of September 26, 2025, by and between the Company and M3 Advisory Partners, LP |
| 10.2 | Employment Agreement, dated as of September 26, 2025, by and between the Company and Alexander Matina |
| 99.1 | Press release, dated September 26, 2025 |
| 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.
| NU RIDE INC. | ||
| By: | /s/ Alexander Matina | |
| Name: | Alexander Matina | |
| Date: September 26, 2025 | Title: | Chief Executive Officer |
Exhibit 10.1
| September 26, 2025 |
Nu Ride Inc.
c/o M3 Advisory Partners, LP
1700 Broadway, 19th Floor
New York, New York 10019
Attention: Board of Directors
Amended and Restated Engagement Letter
Ladies and Gentlemen:
M3 Advisory Partners, LP (“M3”) and Nu Ride Inc. and certain of its affiliates (the “Client”; and, together with M3, the “Parties”) are parties to the letter agreement, dated as of March 15, 2024 (the “Existing Agreement”), pursuant to which M3 has agreed to provide certain advisory services to the Client upon the terms and subject to the conditions set forth therein. The Parties desire to amend certain provisions of the Existing Agreement and, for convenience of reference, have elected to amend and restate the Existing Agreement upon the terms and subject to the conditions set forth in this letter agreement (this “Agreement”).
This Agreement amends and, for the convenience of reference, restates the Existing Agreement in order to provide the amended terms and conditions of the engagement (the “Engagement”) of M3 to provide the Services (as defined below) to the Client. Upon termination of employment of William Gallagher as chief executive officer of Nu Ride Inc. (the “Effective Date”), the terms of the Engagement shall be governed by this Agreement and the Existing Agreement shall be deemed to be superseded in its entirety by this Agreement; provided that, for the avoidance of doubt, the Existing Letter shall continue to govern with respect to the services that have been or are to be provided by M3 and the compensation to be paid to M3 for periods prior thereto. For the avoidance of doubt, the entities constituting the Client shall be jointly and severally liable for all obligations of the Client hereunder.
1. Services. The Client hereby retains M3 to provide, and M3 hereby agrees to provide, the following services (the “Services”) upon the terms and subject to the conditions set forth in this Agreement:
(a) support for the Client (including, without limitation, the Litigation Trustee described below) in evaluating and managing its operations, assets and liabilities; and
(b) such other services as M3 and the Client shall otherwise agree in writing.
M3 Advisory Partners, LP ● 1700 Broadway, 19th Floor, New York, NY 10019
t: (212) 202-2200 ● f: (212) 531-4532 ● www.m3-partners.com
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For the avoidance of doubt, Robert Winning, in his capacity as the litigation trustee for the Company’s litigation trust (in such capacity, the “Litigation Trustee”), shall be deemed to be an affiliate of Nu Ride Inc. for purposes of this Agreement and, as such, M3 may provide such Services to the Litigation Trustee and such litigation trust pursuant to, and in accordance with the terms of, this Agreement and the term “Client” shall include the Litigation Trustee and such litigation trust with respect to matters relating to such litigation trust.
2. Engagement Term. The Engagement commenced as of the date of the Existing Agreement; provided, however, that the amendments to the Existing Agreement described in this Agreement, shall become effective on the Effective Date and the terms of the Engagement shall be governed by this Agreement for all periods from and after the Effective Date. The Engagement may be terminated by either Party at any time upon ten business days’ written notice. Following any such termination, neither Party shall have further liability to the other, except with respect to fees and expenses earned and incurred through the date of termination and any provisions of this Agreement which are expressly stated to survive its termination or expiration.
3. Staffing. M3 will staff a team that it believes to be appropriate to provide the Services in accordance with the terms of this Agreement. The individual members of the team are subject to change by M3 from time to time in its sole discretion. M3 also may provide Services through independent contractors and, unless the context shall otherwise indicate, references in this Agreement to M3 and its employees or staff shall be deemed to include any such independent contractors and their respective employees.
4. Compensation for Services. M3’s compensation for services rendered under this Agreement shall be paid by the Client by wire transfer of immediately available funds in accordance with instructions provided from time to time by M3 and will consist of the following:
(i) Service Fees: As compensation for providing the Services hereunder, M3 shall be entitled to non-refundable professional fees based on the actual hours incurred by M3 personnel on matters pertinent to the Engagement (the “Service Fees”). The Service Fees shall be based upon the following hourly rates:
| Professional | Hourly Rate | |
| Managing Partner | $1,500 | |
| Senior Managing Director | $1,390 | |
| Managing Director | $1,220 - $1,290 | |
| Senior Director | $1,120 | |
| Director | $995 - $1,060 | |
| Vice President | $840 | |
| Senior Associate | $725 | |
| Associate | $615 | |
| Analyst | $500 |
M3 shall furnish to the Client copies of a reasonably detailed invoice for the Service Fees monthly in respect of unbilled Service Fees accrued prior to such date and the Client shall pay such Service Fees (together with any out-of-pocket expenses that have been invoiced to the Client in accordance with the provisions of clause (ii) below) by wire transfer of immediately available funds within five days after the date of service of the relevant invoice. From time to time in the normal course of business M3 may adjust its billing rates upon notice to the Client.
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(ii) Out-of-Pocket Expenses: In addition to the Service Fees, the Client shall reimburse M3 for all reasonable and documented out-of-pocket expenses incurred in the performance of the Services (including, without limitation, reasonable travel costs). In addition, the Client shall reimburse M3 promptly upon demand from time to time for all costs and expenses of M3 in enforcing of the obligations of the Client hereunder (including, without limitation, fees and expenses of counsel). Any request for reimbursement of an out-of-pocket expense in excess of $100 shall be accompanied by reasonable back-up for each expense and as otherwise required by applicable law.
(b) Any amounts payable hereunder which are not paid within ten days of the invoice date shall be deemed “past due.” M3 reserves the right to suspend further Services until payment is received on past due invoices and to exercise all rights and remedies available under applicable law (with the Client being obligated to pay M3’s reasonable attorney fees and other costs of collection and enforcement). In the event that M3 so suspends the Services, M3 shall not be responsible or liable for any resulting loss, damage or expense due to such suspension.
(c) Unless expressly stated otherwise in the relevant invoice, none of the amounts invoiced by M3 from time to time with respect to the Engagement shall be contingent upon, or in any way tied to the delivery of, any reports or other work product in the future, nor upon the outcome of any case or matters. All fees payable to M3 are exclusive of taxes or similar charges, which shall be the sole obligation of the Client (other than any taxes which may be payable on account of M3’s income generally, which shall be the obligation of M3).
5. Cooperation from Client, Board and Advisors. In order to properly perform the Services and fulfill its responsibilities on a timely basis, M3 will rely on the timely cooperation of the Client, its Board and, if any, the Client’s other professional advisors, including, without limitation, making available to M3 relevant data, information and personnel, performing any tasks or responsibilities assigned to the Client, the Board or such advisor, as the case may be, and notifying M3 of any issues or concerns that the Board may have relating to the Services. The Board will cause the Company to provide M3 with full access to all personnel, books and records of the Client and its subsidiaries, as well as to all advisors and professionals retained by the Client and its Subsidiaries. The Board understands and acknowledges that M3’s proper delivery of the Services is dependent upon timely decisions and approvals by the Client, the Board and the Client’s other advisors. M3 shall have no responsibility or liability for any delays, additional costs or other deficiencies caused by the Client, the Board or any of the Client’s other advisors failing to properly fulfill its respective responsibilities under this Agreement.
6. Deliverables. (a) In connection with the Engagement, M3 may furnish the Client with information, advice, reports, analyses, presentations or other materials (the “Deliverables”). The Deliverables may contain factual data, the interpretation of which may change over the project term as more information or better understanding becomes available. The Client acknowledges that M3 will have no obligation to update the Deliverables as part of the Services in the event of such a change.
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(b) Any materials prepared by M3 are solely for the confidential use of the Client and its directors, officers and employees and will not be distributed, reproduced, summarized, referred to, disclosed publicly or given to any other person without the prior written consent of M3, provided that such permission shall not be required if the materials are required to be disclosed by applicable law or by order or act of any court or governmental or regulatory authority or body.
(c) The provisions of this Section shall survive the termination or expiration of this Agreement.
7. Limitations on Services. (a) The Services are limited to those specifically noted in this Agreement.
(b) M3 does not provide accounting or tax-related assistance and no Deliverable or other information or advice provided to the Client shall be deemed to be accounting or tax-related assistance. The Client shall be solely responsible for determining the accounting and tax-related implications of the Deliverables and other information and advice provided to it by M3. M3 shall not express any professional opinions on financial statements or perform attest procedures with respect to other information in conjunction with the Engagement. The Services are not designed, nor should they be relied upon, to disclose weaknesses in internal controls, financial statement errors, irregularities or illegal acts. M3 shall assume the accuracy and completeness of all information submitted by or on behalf of the Client to M3 for analysis and which will form the basis of M3’s conclusions, without any obligation of M3 to verify the accuracy or completeness of such information, and M3 shall not be responsible for any analysis, advice or other Services to the extent based on inaccurate or incomplete information provided or accepted by or on behalf of the Client.
(b) The Services shall not include preparing, auditing or otherwise attesting in any way (including without limitation, with respect to the accuracy, achievability, reliability, relevance, usefulness or other appropriateness) to the Client’s financial projections, and the Client has not engaged M3 for that purpose. The Services are provided based upon the understanding that the Board has sole responsibility for the Client’s financial projections (including preparation thereof), developing underlying assumptions and providing any disclosure related thereto. To the extent that, during the performance of Services hereunder, M3 is required to consider the Client’s financial projections, the Client understands that M3’s procedures with respect to such projections do not constitute an examination in accordance with procedures established by the American Institute of Certified Public Accountants and do not and are not intended to provide any assurance on any aspect of such projections, including, without limitation, the reasonableness of the assumptions underlying such projections, nor do they provide assurance that M3 might not become aware of significant matters affecting the reasonableness of the projections that might be disclosed by more extensive procedures. There will usually be differences between projected and actual results, and those differences may be material. The Client understands and agrees that M3 will have no responsibility or liability relating to any such differences.
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(c) M3 does not provide investment advice and the Services shall not include the provision of investment advice. The Client shall have sole responsibility for all investment decisions made by it. Similarly, M3 is providing advisory and consulting services only and will not make management decisions for the Client. Although M3 may from time to time suggest or recommend options that may be available to the Client, the ultimate decision with respect to such options rests with the Client and the Client shall be solely responsible for such decision and its outcome. M3 makes no representation, promise or guarantee with respect to the outcome of any matter affecting the Client.
(c) To the extent that the performance of the Services requires that M3 form conclusions or reach opinions, M3 shall do so without regard to or consideration of the impact that such conclusions or opinions may have on the initiation or outcome of any litigation to which the Client is or may become a party.
(d) The Client shall be solely responsible for the work and fees of any third parties engaged by the Client to provide services in connection with the Engagement, regardless of whether such third party was recommended to the Client by M3 or M3 is involved with the services provided by it. M3 shall not be responsible for providing or reviewing the advice or services of any such third party, including advice as to legal, regulatory, accounting or taxation matters.
(e) The provisions of this Section shall survive the termination or expiration of this Agreement.
8. Conflicts. M3 has performed an internal search for any potential conflicts of interest based on its understanding of the various parties involved in this matter, and such search has not revealed any relationships that it believes would conflict with its engagement hereunder. Should any potential conflict pertaining to M3’s engagement hereunder come to the attention of any Party, such Party shall promptly advise the others. Nothing contained herein should be construed to be a waiver of any potential conflict pertaining to M3 that may come to the attention of any Party. Notwithstanding the provisions of Section 2 of this Agreement, M3 reserves the right to immediately terminate this Engagement at any time, if a conflict of interest arises or becomes known to it that, in its judgment, would impair its ability to perform the Services objectively.
9. Non-Solicitation. The Client covenants and agrees that, prior to the first anniversary of the termination or expiration of this Agreement, it will not, directly or indirectly, hire directly or as an independent contractor, or refer to another for employment, any person who was during the term of this Agreement an employee or contractor of M3 or any of its affiliated entities who was involved on behalf of M3 with the Engagement or the performance of the Services. In the event of the breach of the foregoing covenant, the Client shall be liable to M3, and shall pay on demand to M3, liquidated damages equal to 200% of the total annual compensation of each relevant employee for the preceding calendar year (and, in the event that any such employee was not employed for the full year, the amount equal to 200% of his or her annualized compensation). The Parties mutually agree that the actual damages that would be sustained by M3 as the result of any such breach will be substantial and will be impossible to measure accurately, and that the foregoing liquidated damage amount is fair and reasonable. The provisions of this Section shall survive the termination or expiration of this Agreement.
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10. Confidentiality. (a) Each Party shall use reasonable efforts, but in no event less effort than it would use to protect its own confidential information, to keep confidential all non-public confidential or proprietary information obtained from the other Party in the scope of the Engagement (the “Confidential Information”), and neither Party will disclose any Confidential Information of the other Party to any other person or entity. For the avoidance of doubt, the term “Confidential Information” shall include (i) the terms of this Agreement, (ii) all non-public confidential and proprietary data, plans, reports, schedules, drawings, accounts, records, calculations, specifications, flow sheets, computer programs, source or object codes, results and models and (iii) any work product relating to the business of either Party, its subsidiaries, distributors, affiliates, vendors, customers, employees, contractors and consultants. Notwithstanding the foregoing, the term “Confidential Information” shall not include information that (x) is or becomes publicly available other than as a result of disclosure by the receiving Party in violation of this Agreement, (y) was already known to the receiving Party or (z) was independently acquired or developed by the receiving Party from a source not known by it to be bound by a confidentiality requirement with respect to such information. In performing the Services, M3 will use and rely primarily on the Confidential Information and on information available from public sources without having independently verified any of such information.
(b) The foregoing is not intended to prohibit, nor shall it be construed as prohibiting, M3 from making such disclosures of Confidential Information that M3 reasonably believes are required by law or any regulatory requirement or authority, or to clear client conflicts. M3 also may disclose Confidential Information to its partners, directors, officers, employees, independent contractors, agents and advisors who have a need to know the Confidential Information for the proper performance of the Services or otherwise in connection with the Engagement. M3 may make reasonable disclosures of Confidential Information to third parties to the extent that M3 reasonably believes that such disclosure is consistent with its performance of the Services. In addition, M3 will have the right to disclose to any person that it provided services to the Client or its affiliates and a general description of such services, but such disclosure shall not provide any other Confidential Information about M3’s involvement with the Client.
(c) The provisions of this Section shall survive for a period of two years following the termination or expiration of this Agreement and shall supersede any separate confidentiality or analogous agreement between M3 and the Client.
11. Intellectual Property. Upon payment in full of all amounts owing to M3 hereunder, the Client will own all Deliverables furnished by M3 to the Client in connection with the Services, provided that M3 will retain ownership of (a) all concepts, analyses, know-how, tools, frameworks, models and industry perspectives used and/or developed by M3 in connection with the Services and (b) all other intellectual property not containing Confidential Information which has been developed by M3 outside of the provision of the Services (the “M3 Tools”), it being understood that M3 will have no ownership right to, and will maintain in accordance with the provisions of this Agreement the confidentiality of, any Confidential Information contained in the M3 Tools. To the extent that the Deliverables include any M3 Tools, M3 hereby grants the Client a non-exclusive, non-transferable, non-sublicensable worldwide, royalty-free license to use and copy the M3 Tools solely as part of the Deliverables and subject to the confidentiality provisions contained in this Agreement. The Client acknowledges and agrees that the M3 Tools are provided to the Client on an “as is” basis and without any warranty or condition of any kind (whether express, implied or otherwise), and including without limitation any implied warranty of merchantability or fitness for a particular purpose. The provisions of this Section shall survive the termination or expiration of this Agreement.
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12. Indemnification. The Client hereby irrevocably agrees to indemnify and hold harmless the Indemnitees (as defined in Annex I to this Agreement) in accordance with the provisions of Annex I hereto, with such Annex I being incorporated herein by reference and constituting an integral and enforceable part of this Agreement. The indemnity and expense reimbursement obligations set forth herein (including, without limitation, in Annex I) shall (i) be in addition to any liability the Client may have to M3 at common law or otherwise, (ii) survive the termination or expiration of this Agreement and (iii) be binding on any successors and assigns of the Client.
13. D&O Coverage. (a) Notwithstanding anything to the contrary contained in this Agreement and except with respect to coverage under the D&O Insurance described in this Section, neither M3 nor any of its personnel performing the Services hereunder is being retained as, or shall be deemed to be, an agent, employee, or director of the Client, but rather M3 shall be deemed to be an independent contractor for the Client and such personnel shall remain employees of M3. M3 is being retained by Client only as a consultant and shall have no fiduciary duty to the Client or any of its affiliates.
(b) In addition to (and not in limitation of) the provisions of Section 12 and Annex I, the Client shall provide the Litigation Trustee with direct coverage under a separate liability insurance policy (the “D&O Insurance”). Upon request of M3, the Client shall provide M3 with a copy of the policy documentation for its then-current D&O Insurance, a certificate of insurance evidencing that the policy is in full force and effect, and (to the extent necessary to cause such coverage to be in full force and effect for the benefit of the Litigation Trustee) a copy of the signed board resolutions and any other documents as M3 may reasonably request evidencing the appointment and coverage of the Litigation Trustee. The Client will maintain such D&O Insurance coverage for the period through which claims can be made against the Litigation Trustee. The Client disclaims a right to distribution from the D&O Insurance coverage with respect to the Litigation Trustee. In the event that the Client is unable to obtain such coverage for the Litigation Trustee or does not have first dollar coverage reasonably acceptable to M3 in effect for at least $10 million (e.g., there are outstanding or threatened claims against officers and directors alleging prior acts that may give rise to a claim), then M3 may, at its option, attempt to purchase a separate D&O insurance policy that will cover the Litigation Trustee only. The cost of such separate policy shall be invoiced to the Client as an out-of-pocket expense. If M3 is unable or unwilling to purchase such separate D&O insurance policy, then M3 reserves the right to immediately terminate the Agreement.
(c) The Client’s indemnification obligations in this Section shall be primary to, and without allocation against, any similar indemnification obligations that M3 may offer to its personnel generally, and the Client’s D&O Insurance coverage for the indemnitees shall be specifically primary to, and without allocation against, any other valid and collectible insurance coverage that may apply to the indemnitees (whether provided by M3 or otherwise).
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(d) The provisions of this Section (including, without limitation, the provisions of Annex I) shall survive the termination or expiration of this Agreement.
14. Limitation on Damages. Except, in all cases, for intentional misconduct, criminal activity, gross negligence or fraud, in no event shall M3 or any other Indemnitee be liable to the Client or its affiliates, successors, or any person claiming on behalf of or in the right of the Client (including the Client’s owners, parents, affiliates, successors, directors, officers, employees, agents, security holders, or creditors) for (i) any amount which, when taken together with all losses for which M3 and all Indemnitees are liable in connection with this Agreement or the Engagement, would exceed the amount of fees for the Services actually received by M3 from the Client in connection with the Engagement during the immediately preceding 12 months or (ii) any special, consequential, incidental or exemplary damages or loss (or any lost profits, savings or business opportunity) (the amounts described in clauses (i) and (ii) collectively, the “Liability Cap”). This paragraph shall apply regardless of the nature of any claim(s) (including claims based on contract, statute, negligence, tort, strict liability or otherwise), regardless of any failure of the essential purpose of any remedy and whether or not M3 was advised of the possibility of the damage or loss asserted, but shall not apply to the extent finally determined by final and non-appealable judgment of a court of competent jurisdiction to be prohibited by applicable law. For the avoidance of doubt, the Parties hereby irrevocably agree that, in the absence of intentional misconduct, criminal activity, gross negligence or fraud, the Liability Cap is intended to be the total limit of liability for M3 and all other Indemnitees in the aggregate for any and all claims or demand by anyone in connection with this Agreement, the Services and the Engagement, including without limitation any liability to the Client and to any others making claims relating to the Services and the Engagement. Any such claimants shall allocate among themselves any amounts payable by M3, but the failure of the claimants to reach such an agreement shall not affect the enforceability of the Liability Cap. Under no circumstances shall the collective liability of M3 and the other Indemnitee in connection with this Agreement exceed the Liability Cap. The provisions of this Section shall survive the termination or expiration of this Agreement.
15. Client Acknowledgement. The Client hereby acknowledges and agrees that M3 may, in the ordinary course of its business, serve clients who are competitive with, or have conflicting interests with, the Client. Consistent with its confidentiality obligations hereunder and its confidentiality obligations to its other clients, M3 will not advise or consult to the Client with respect to any aspect of M3’s engagement or potential engagement with any other client, potential client or former client. Similarly, M3 will not advise or consult to any other client, potential client or former client with respect to any aspect of the Engagement. M3 will maintain the confidentiality of the Confidential Information in accordance with the terms of this Agreement and, similarly, will not share confidential information of any client, potential client or former client of M3 with the Client. The provisions of this Section shall survive the termination or expiration of this Agreement.
16. Miscellaneous. (a) This Agreement (i) constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes any other communications, understandings or agreements (both written and oral) among the Parties with respect to the subject matter hereof, and (ii) may be modified, amended or supplemented only by prior written agreement of each of the Parties.
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(b) The invalidity, illegality, or unenforceability of any provision in or obligation under this Agreement in any jurisdiction shall not affect or impair the validity, legality, or enforceability of the remaining provisions or obligations under this Agreement or of such provision or obligation in any other jurisdiction. If feasible, any such offending provision shall be deemed modified to be within the limits of enforceability or validity; provided that, if the offending provision cannot be so modified without violating the practical intent thereof, it shall be stricken and all other provisions of this Agreement in all other respects shall remain valid and enforceable.
(c) M3’s services hereunder are personal in nature and may not be assigned without the written consent of the Client. The obligations of M3 hereunder are owing only to the Client and there shall be no third-party beneficiaries of the obligations of M3 hereunder.
(d) In the event of any action, claim, suit or proceeding brought by the Client (or any person claiming on behalf of or in the right of the Client) against M3 which relates to the Services or the Engagement, the Client shall be obligated to promptly reimburse M3 for all reasonable expenses (including, without limitation, fees and disbursements of counsel) as they are incurred by M3 in connection with investigating, preparing for or defending, or providing evidence in, such action, claim, suit or proceeding. To the extent that M3 is finally determined by final and non-appealable judgment of a court of competent jurisdiction to liable on account of such action, claim, suit or proceeding, then M3 shall promptly reimburse the Client for a fair and equitable portion of the expenses previously reimbursed to M3.
(f) This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed an original, but all such counterparts shall constitute one and the same instrument, and all signatures need not appear on any one counterpart.
(g) This Agreement and all controversies and other matters arising from or related to performance hereunder shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts to be executed and performed within such state. The Parties hereby submit to the exclusive jurisdiction of and venue in the federal and state courts located in New York City and waive any right to trial by jury in connection with any dispute related to this Agreement. The provisions of this paragraph shall survive the termination or expiration of this Agreement.
[Remainder of Page Intentionally Left Blank]
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This Agreement shall be binding upon the Parties and their respective successors and assigns, and no other person shall acquire or have any right under or by virtue of, and no other person shall be a third-party beneficiary of, this Agreement.
Please confirm the foregoing is in accordance with your understanding by signing and returning a copy of this Agreement, whereupon it shall become binding and enforceable in accordance with its terms.
| Very truly yours, | ||
| M3 ADVISORY PARTNERS, LP | ||
| By | /s/ Mohsin Y. Meghji | |
| Name: | Mohsin Y. Meghji | |
| Title: | Managing Member | |
| ACCEPTED AND AGREED | ||
| as of the date first set forth above: | ||
| NU RIDE INC. | ||
| By: | /s/ Andrew L. Sole | |
| Name: | Andrew L. Sole | |
| Title: | Chairman of the Board | |
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Annex I
AGREEMENTS REGARDING INDEMNIFICATION
In consideration of M3 performing the Services for the benefit of the Client, the Client (the “Indemnitor”) shall indemnify M3 and its affiliates, equity holders, partners, directors, employees, agents, representatives and contractors, including past, present or future partners, principals and personnel of each (collectively hereinafter called the “Indemnitees”), against all costs, fees, expenses, damages, and liabilities (including defense costs) associated with any pending or threatened claim, action, proceeding or investigation (a “Claim”) relating to or arising as a result of the Engagement or the provision of the Services, the Client’s use or disclosure of the Deliverables, or this Agreement (“Losses”). This provision is intended to apply regardless of the nature of any Claim (including contract, statute, any form of negligence, whether of the Client, M3, or others, tort, strict liability or otherwise), except to the extent such Losses are determined by a final and non-appealable judgment of a court of competent jurisdiction to be the result of M3’s bad faith, gross negligence or willful misconduct.
The Indemnitor shall not, without M3’s prior written consent (which will not be unreasonably withheld), settle, compromise, or consent to the entry of any judgment in any pending or threatened Claim in respect of which indemnification could reasonably be sought hereunder (whether or not M3 or any other Indemnitee is an actual or potential party to such Claim), if such settlement, compromise, or consent does not include an unconditional release of each Indemnitee from all liability arising out of such Claim; provided, however, that the Indemnitor shall not enter into any such settlement, compromise or consent of a Claim without M3’s prior written consent (which may be granted or withheld in M3’s sole discretion) if such settlement, compromise or consent provides for injunctive relief against an Indemnitee or an admission of liability by an Indemnitee or would require payment of any amount by an Indemnitee or any insurer of an Indemnitee. The Indemnitor shall not be liable hereunder to any Indemnitee for any amount paid or payable in the settlement of any action, proceeding or investigation entered into by such Indemnitee without the Indemnitor’s written consent.
Upon receipt by an Indemnitee of actual notice of a Claim against such Indemnitee in respect of which indemnity may be sought hereunder, such Indemnitee shall promptly notify the Indemnitor with respect thereto. In addition, an Indemnitee shall promptly notify the Indemnitor after any action is commenced (by way of service with a summons or other legal process giving information as to the nature and basis of the claim) against such Indemnitee in respect of which indemnity may be sought hereunder. In any event, failure to notify the Indemnitor shall not relieve the Indemnitor from any liability which the Indemnitor may have on account of this indemnity or otherwise, except to the extent, and only to the extent, that the Indemnitor shall have been materially prejudiced by such failure.
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Indemnitor shall advance all expenses indemnifiable hereunder that are reasonably incurred by or on behalf of each Indemnitee in connection with any Claim within thirty (30) days after receipt by Indemnitor of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Claim. Such statement or statements shall reasonably evidence the expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written undertaking by or on behalf of Indemnitee to repay any expenses advanced if it shall ultimately be determined by a final and non-appealable judgment of a court of competent jurisdiction that Indemnitee is not entitled to be indemnified against such expenses. Any advances and undertakings to repay pursuant to this paragraph shall be unsecured and interest free.
To the extent that the Indemnitor so elects, it shall be entitled to assume the defense, with counsel selected by the Indemnitor (and approved by M3, with such approval not to be unreasonably withheld), of any action that is the subject of the Claim in respect of which indemnity may be sought. After notice to the Indemnitees of its election to assume the defense thereof, the Indemnitor will not be liable to the Indemnitee under this Agreement for any expenses subsequently incurred by such Indemnitee in connection with the defense thereof except as otherwise provided below. Such Indemnitee shall have the right to employ counsel of its choice in such Claim, but the fees and expenses of such counsel incurred after notice from the Indemnitor of the assumption of the defense thereof shall be at the expense of the Indemnitee unless the employment of counsel by the Indemnitee has been authorized by the Indemnitor, in which case the reasonably incurred fees and expenses of such counsel of the Indemnitee shall be at the expense of the Indemnitor.
The Client agrees that neither M3 nor any other Indemnitee shall have any liability (whether direct or indirect and regardless of the legal theory advanced) to the Client or any person or entity asserting claims on behalf of or in right of the Client caused by, relating to, based upon or arising out of (directly or indirectly) this Agreement or the Engagement, except for losses, claims, damages, penalties or liabilities incurred by the Client which are finally determined by a non-appealable judgment of a court of competent jurisdiction to have resulted primarily and directly from the bad faith, willful misconduct or gross negligence of M3 or such other Indemnitee, as the case may be. In no event, however, shall M3’s or any other Indemnitee’s liability to the Client or their respective affiliates, successors, or any person claiming on behalf of or in the right of the Client (including the Client’s owners, parents, affiliates, directors, officers, employees, agents, security holders, or creditors) exceed the Liability Cap.
In the event that any M3 personnel are requested or required to appear as a witness in connection with any claim, action or proceeding relating to or arising as a result of the Engagement or the provision of the Services, the Client’s use or disclosure of the Deliverables, or this Agreement, the Indemnitor shall, to the extent permitted by applicable law, reimburse M3 for all reasonable and documented out-of-pocket expenses incurred by it in connection with such personnel appearing and preparing to appear as a witness, including, without limitation, the reasonable and documented fees and disbursements of its legal counsel, and to compensate M3 at a rate equal to M3’s then standard hourly rate for the relevant personnel for each day that such personnel is involved in preparation, discovery proceedings or testimony pertaining to such Claim. Additionally, M3 will have the right to obtain advice from independent legal counsel with respect to its actual or potential obligations and liability hereunder and the Client will promptly reimburse M3 for the reasonable out-of-pocket fees and expenses paid by M3 on account thereof.
The provisions of this Annex I shall be deemed to be an integral part of this Agreement to which this Annex I is affixed and shall survive the termination or expiration of this Agreement for any reason. The provisions of this Annex I shall be binding upon the Client and its successors and assigns.
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Exhibit 10.2
EMPLOYMENT AGREEMENT
This Employment Agreement (as the same may be amended from time to time in accordance with its terms, this “Agreement”), is entered into as of September 26, 2025 between NU RIDE INC. (the “Company”) and Alexander Matina (the “Executive”).
R E C I T A L S
WHEREAS, the Executive has served as a member of the Board of Directors of the Company (the “Board”); and
WHEREAS, the Company desires to employ the Executive, and the Executive has agreed to be employed by the Company, on the terms and subject to the conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
1. Employment. The Company hereby agrees to employ the Executive to serve in the capacities described in this Agreement, and the Executive agrees to accept such employment and perform such services, upon the terms and subject to the conditions set forth herein.
2. Term. The Company shall employ the Executive for a term commencing on September 26, 2025 (the “Start Date” and ending when terminated as provided in Section 8 (the “Term”).
3. Duties and Responsibilities.
(a) Title and Reporting. The Executive shall hold the title of Chief Executive Officer (“CEO”), President, Treasurer, and Secretary of the Company and shall have such authority and responsibility as is consistent with such position as determined by the Board from time to time, including, without limitation, serving as a director, officer, or manager of any direct or indirect subsidiary of the Company (collectively, the “Company Group”). The Executive shall report to the Board.
(b) Service as Director. In addition to Executive’s responsibilities as CEO, during the Term Executive shall continue to serve as a member of the Board. The Executive shall not be eligible to receive any compensation in connection with his service as a member of the Board in excess of the compensation provided hereunder.
(c) Standard of Care. The Executive shall at all times perform his duties and responsibilities honestly, diligently, in good faith and to the best of his ability and shall observe and comply with all of the policies and procedures established by the Company and the Board from time to time (including any employee handbook of a member of the Company Group) that are applicable to the Company’s senior executives, and with all applicable laws, rules and regulations imposed by any governmental or regulatory authorities.
(d) Devotion of Time. The Executive will devote to the business and affairs of the members of the Company Group his best efforts and such business time (except for vacation as permitted hereunder and reasonable absence for illness) as may be necessary or desirable to pursue the goals of the Company as established by the Board from time to time; provided, however, that the foregoing shall not prevent the Executive from participating in other business endeavors or in charitable, civic, educational, professional, community or industry affairs so long as such activities do not, individually or in the aggregate, (i) violate any covenants applicable to the Executive hereunder or under any other agreement to which the Executive is a party or (ii) materially interfere with the performance of the Executive’s duties and responsibilities as an employee of the Company in accordance with the terms hereof.
(e) Work Location. The Executive generally shall be permitted to work remotely except the Executive shall be expected to travel domestically and internationally to the extent necessary or desirable in the performance of his duties hereunder, as reasonably determined by the Board.
4. Compensation.
(a) Base Salary. As compensation for his services hereunder and in consideration of the covenants set forth in this Agreement, the Company shall pay to the Executive an annual base salary (as may be adjusted from time to time, the “Base Salary”) of $415,000 per annum. The Base Salary shall be payable in accordance with the Company’s customary payroll practices and procedures and shall be prorated for any partial period during the Term.
(b) Bonus. For each calendar year during the term beginning with 2026, the Executive shall be eligible to receive an annual bonus (the “Annual Bonus”) at the discretion of the Board. Whether an Annual Bonus is awarded and the amount of any such bonus shall be determined by the Board in its sole discretion after considering the identification, diligencing, and closing of transactions, the share price of the Company, the Executive’s management of the Company (including effective expense management and other opportunities to enhance shareholder value), and such other factors as the Board shall determine to be appropriate. Any Annual Bonus awarded hereunder shall be paid in the year following the year in respect of which the Annual Bonus is being paid and within thirty (30) days following the release of the Company’s audited financial statements for such year; provided, that the Board may put conditions on the award or payment of an Annual Bonus or provide for deferral of payment of such bonus based upon the Company’s cashflows or such other reasons as it deems appropriate.
(c) Restricted Stock Units.
(i) The Executive shall be eligible to receive long-term compensation by way of grants of restricted stock units in the Company, conditional upon Executive’s continued employment with the Company as of the date of the grant, in accordance with the terms of the Company’s equity incentive plan as in effect from time to time (the “Plan”) and a written award agreement.
(ii) On or about the first trading date in 2026 and each year thereafter, provided Executive is then employed by the Company, the Company shall grant to the Executive restricted stock units with a fair market value of $50,000 (including, with respect to the initial grant, a pro-rated amount on account of the time period from the Start Date through December 31, 2025) that shall vest in two substantially equal tranches on the first two anniversaries of the grant date, subject to acceleration in connection with a change in control, in each case, contingent on the Executive’s continuous employment through each such date. The restricted stock unit grants shall be in accordance with the terms of the Company’s equity incentive plan as in effect from time to time and a written award agreement in a form determined by the Board and generally on the terms applicable to grants of restricted stock units to members of the Board.
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(iii) On or about the first trading date in 2026 and each year thereafter, provided the Executive is then a member of the Board and employed by the Company hereunder, the Company shall grant to the Executive restricted stock units with a fair market value of $100,000 that shall vest in two substantially equal tranches on the first two anniversaries of the grant date, subject to acceleration in connection with a change in control, in each case, contingent on the Executive’s continuous employment through each such date. The restricted stock unit grants shall be in accordance with the terms of the Company’s equity incentive plan as in effect from time to time and a written award agreement in a form determined by the Board and generally on the terms applicable to grants of restricted stock units to members of the Board.
(d) Benefits Allowance. In addition to the Base Salary, the Company shall pay the Executive a monthly benefits allowance of $4,000 in recognition of benefits not provided by the Company. This benefits allowance will terminate at such time as the Company establishes benefits plans for its employees.
5. Benefits. The Executive shall be entitled to participate in all employee benefit plans and programs (including, without limitation, medical insurance plans and programs) that may be established and made generally available by the Company from time to time to its senior executives, subject, however, to the applicable eligibility requirements and other provisions of such plans and programs (including, without limitation, requirements as to position, tenure, location, salary, age and health), it being understood that as of the Start Date, the Company has not established any benefit plans or programs. The Company reserves the right to amend, modify or terminate any such plans and programs that may be adopted from time to time in its sole discretion.
6. Vacation. The Executive shall be entitled to twenty (20) days of vacation (or such greater amount as is approved by the Board) for each calendar year to be accrued and used in accordance with the Company’s vacation policies, as in effect from time to time, for similarly situated employees and prorated for any partial year of employment. Accrued but unused vacation shall be forfeited on December 31 of each calendar year (or, if sooner, upon Executive’s termination of employment), except as otherwise required by law.
7. Reimbursement of Expenses. The Company shall pay or reimburse the Executive for all reasonable and documented travel, business entertainment and other out-of-pocket expenses actually incurred by him in furtherance of the performance of his duties hereunder in accordance with the procedures and limits of the Company as in effect from time to time including, without limitation, the submission of reasonable written verification or receipts documenting such expenses.
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8. Termination. This Agreement, and the Executive’s employment hereunder, may be terminated as follows:
(a) For Cause. The Company may immediately terminate the Executive’s employment hereunder for cause by delivery of written notice to the Executive upon the occurrence of any of the following events (a termination for “Cause”):
(i) the Executive refuses or willfully fails to comply with any directive of the Board that does not violate applicable law;
(ii) the Executive engages in dishonest or willful misconduct in connection with his performance of his duties to, or that adversely affects, any member of the Company Group;
(iii) the Executive is determined by the Board to have committed a fraud, theft, or embezzlement or misappropriation of funds against or affecting any member of the Company Group, or any affiliate, customer, client, agent, creditor, equityholder, or employee of any member of the Company Group;
(iv) the Executive commits a material breach of this Agreement or any other agreement with any member of the Company Group or any affiliate thereof to which he is a party;
(v) the Executive is convicted of, or enters a plea of guilty or nolo contendere to, a felony or a crime involving fraud, dishonesty or moral turpitude; or
(vi) the Executive violates any law or other regulations applicable to any member of the Company Group or materially violates any Company Group policy (including its policies regarding discrimination, harassment, and retaliation).
provided, however, that a termination for Cause, and the rights of the Company with respect thereto, shall not include the occurrence of events or circumstances covered by Section 8(a)(i), Section 8(a)(iv), or Section 8(a)(vi) unless, if such events or circumstances are capable of being cured (as determined in good faith by the Board in its sole discretion), such events or circumstances are not cured within fifteen (15) days following receipt of written notice from the Company of the occurrence of the events or circumstances.
(b) Death. The Executive’s employment hereunder shall automatically terminate without notice to either party hereto in the event of the Executive’s death.
(c) Without Cause. The Company shall have the right to terminate the Executive’s employment hereunder at any time without Cause immediately upon written notice to the Executive.
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(d) Good Reason: The Executive may terminate his employment for Good Reason. “Good Reason” shall mean the occurrence of any of the following during the Term without the Executive’s written consent:
(i) a reduction in the Executive’s Base Salary;
(ii) a material diminution in the Executive’s title, authority, or reporting structure; provided, however, that the appointment of officers or engagement of employees that report to the Executive directly or indirectly shall not constitute Good Reason;
(iii) a material breach by the Company of any material provision of the Agreement or a material provision of any other agreement between the Executive and the Company; or
(iv) a requirement by the Company that the Executive relocate his principal place of employment to a location outside of the New York metropolitan area.
The Executive cannot terminate his employment for Good Reason unless the Executive has provided written notice to the Company of the existence of the circumstances providing grounds for termination for Good Reason within sixty (60) days of the initial existence of such grounds and the Company has had at least thirty (30) days from the date on which such notice is provided to cure such circumstances and, if such circumstances are not cured, the termination is effective within thirty (30) days after the conclusion of such cure period. If the Executive does not provided notice of intent to terminate employment for Good Reason within sixty (60) days after the first occurrence of the applicable grounds, then the Executive will be deemed to have waived the right to terminate for Good Reason with respect to such grounds.
(e) Mutual Agreement. The parties hereto may terminate the Executive’s employment hereunder upon their mutual written consent.
(f) By Executive. The Executive shall have the right to terminate the Executive’s employment hereunder at any time on sixty (60) days’ prior written notice to the Company (which sixty (60) days’ notice may be waived or reduced in the Board’s discretion).
(g) Effect of Termination. Effective as of any date of termination of the Executive’s employment with the Company, without any further action required by any party, the Executive shall be removed from, and shall no longer hold, all positions then held by him with any member of the Company Group. The Executive agrees that he shall execute any documentation (including letters of resignation) reasonably necessary or desirable to give effect to the provisions of this Section 8(g).
(h) Cessation of Professional Activity. Upon delivery of a written notice of termination by either party hereto, the Company may relieve the Executive of his duties and responsibilities and require the Executive to immediately cease all professional activity on behalf of any member of the Company Group. In addition, in the event that the Board determines that there is a reasonable basis for it to investigate whether circumstances exist that would, if true, permit the Company to terminate the Executive’s employment for Cause, the Board may relieve the Executive of his duties and responsibilities during the pendency of such investigation; provided, however, that, during such period, the Company shall remain bound by the terms hereof, including, without limitation, the payment to the Executive of his Base Salary and, if applicable, any benefits earned pursuant to the terms hereof.
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(i) Board Service. Termination of the Executive’s employment hereunder shall not automatically impact his status as a member of the Board, which shall be determined in all cases by the governing documents of the Company.
9. Payments Upon Termination.
(a) Following termination of the Executive’s employment hereunder for any reason, the Company shall:
(i) pay to the Executive his Base Salary at the time of termination earned through the date of termination;
(ii) pay to the Executive his accrued but unused vacation in accordance with the Company policy; and
(iii) reimburse the Executive for any expenses incurred through the date of termination for which the Executive is entitled to reimbursement under Section 7 ((i), (ii), and (iii), together, the “Accrued Amounts”).
(b) If the Executive is terminated without Cause, or resigns for Good Reason, in addition to the above:
(i) the Company shall continue to pay to the Executive the Base Salary for a period of six (6) months in accordance with the Company’s customary payroll practices;
(ii) at the Company’s option as determined by the Board in its sole discretion, the Company shall pay to the Executive a pro-rated Annual Bonus, payable at the time such Annual Bonus would otherwise be paid under this Agreement had his employment not terminated; and
(iii) all restricted stock units issued to the Executive in connection with his employment hereunder shall vest as of the Release Effective Date (as defined below); provided, however, that if the Release Condition is not satisfied by the Release Effective Date then all unvested restricted stock units shall be forfeited without consideration on such date; and
The Executive acknowledges and agrees that he will not be eligible to receive any termination payments or benefits provided for in this Section 9(b) (the “Release Condition”) unless he timely executes a separation agreement and general release, in a form to be provided by the Company at such time (the “Release”), releasing any and all claims the Executive may have arising out of the Executive’s employment (other than enforcement of this Section 9), but which shall not include a release of any of the Executive’s rights to indemnification as a director or officer of any member of the Company Group, and delivers such executed Release to the Company not later than forty-five (45) days after the date of termination. The Executive shall not be entitled to receive any amount under Section 9(b) unless the Release has become fully enforceable and non-revocable prior to the sixtieth (60th) day after the date of termination (the “Release Effective Date”).
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10. Confidential Information.
(a) The Executive agrees to, and to cause his affiliates, at all times during the Term and thereafter, except as otherwise permitted under Sections 10(c) and (d), to: (i) hold in the strictest confidence and neither use in any manner detrimental to the members of the Company Group, or disclose, publish or divulge, directly or indirectly, to any individual or entity, any Confidential Information (as defined below), other than in the performance of the Executive’s duties to the members of the Company Group; and (ii) inform all other persons or entities to whom the Executive discloses Confidential Information in accordance with the terms of this Section 10 of the proprietary interest and nature of such Confidential Information and of the recipient’s obligations to keep such information confidential. The Executive further agrees that all memoranda, media, disks, files, notes, records or other documents that contain Confidential Information, whether in electronic form or hard copy, and whether created by the Executive or others, that come into his possession, shall be and shall remain the exclusive property of the Company to be used by the Executive only in the performance of his obligations hereunder. The Executive agrees that the foregoing restrictions shall apply whether or not such information is marked “Confidential”.
(b) For purposes of this Agreement, the term “Confidential Information” shall include, without limitation, with respect to the members of the Company Group, all data, information, reports, interpretations, forecasts and records, financial or otherwise, including, without limitation, the identity of any customer, client, industry partner, referral source, supplier, subcontractor, licensee, distributor, funding source or business relation of any member of the Company Group and all property owned by any member of the Company Group or in which any of them have any rights and information related to the business or financial affairs of the members of the Company Group, including, without limitation, customer, client, industry partner and referral source lists and accounts, prospective customer, client, producer and industry partner and referral source lists, customer, client, industry partner and referral source data, systems, policies, manuals, advertising, marketing plans, marketing strategies, research, trade secrets, business plans, financial and performance data, strategies, methods of conducting business, cost and pricing information, formulas, processes, procedures, standards, manuals, techniques, designs, technology, confidential reports, computer software, financial and performance results and other data, telephone lists, contract forms, catalogs, books, records, files and all other information, knowledge or data of any kind or nature relating to the products, services, customers, clients, industry partners, referral sources, financing sources, employees, investors or business of the members of the Company Group. The term “Confidential Information” does not include information that: (i) is or becomes generally available to the public other than as a result of a disclosure by any person or entity having an obligation of confidentiality to the members of the Company Group; (ii) was or becomes available to the Executive (other than in connection with his employment hereunder) on a non-confidential basis from a source other than the Company; provided, however, that such source is not bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to any member of the Company Group with respect to such information; (iii) is developed independently by the Executive without the use of any Confidential Information (other than in the Executive’s capacity as an officer, director, manager, employee or consultant of any member of the Company Group); (iv) is required to be disclosed by order of a court of competent jurisdiction, administrative agency or governmental body, or by any law, rule or regulation, or by subpoena, summons or any other administrative or legal process, or by applicable regulatory standards, after notice of such requirement has been given to the Company, and the Company has had a reasonable opportunity to oppose such disclosure as provided in Section 10(e).
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(c) Notwithstanding any other provision of this Agreement, the Executive is hereby notified in accordance with the Defend Trade Secrets Act of 2016 that the Executive 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 (i) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, in each case solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Executive is further notified that if the Executive files a lawsuit for retaliation by any member of the Company Group for reporting a suspected violation of law, the Executive may disclose the trade secrets of any such member of the Company Group to the Executive’s attorney and use the trade secret information in the court proceeding if the Executive files any document containing the trade secret under seal and does not disclose the trade secret except pursuant to court order.
(d) Nothing in this Agreement or in any policy of any member of the Company Group prohibits the Executive from reporting possible violations of federal, state or local law or regulation to, or discussing any such possible violations with, any governmental agency or entity or self-regulatory organization, including, without limitation, by initiating communications directly with, responding to any inquiry from, or providing testimony before any federal, state or local regulatory authority or agency or self-regulatory organization, including, without limitation, the Securities and Exchange Commission and the Occupational Safety and Health Administration, or making any other disclosures that are protected by the whistleblower provisions of any federal, state, or local law or regulation. Similarly, nothing in this Agreement or in any policy of any member of the Company Group is intended to limit in any way the Executive’s right or ability to file a charge or claim of discrimination with the United States Equal Employment Opportunity Commission (the “EEOC”), the National Labor Relations Board, or comparable state or local agencies. These agencies have the authority to carry out their statutory duties by investigating the charge, issuing a determination, or taking any other action authorized under the statutes such agencies enforce. The Executive retains the right to communicate with the EEOC and comparable state or local agencies, and such communication can be initiated by the Executive or in response to a communication from any such agency, and is not limited by any obligation contained in this Agreement. The Executive also may make confidential disclosures to an attorney retained by the Executive.
(e) If the Executive becomes legally required (whether by deposition, interrogatories, requests for information or documents, subpoenas, civil investigative demands or similar processes) to disclose any Confidential Information, he will provide the Company with prompt written notice thereof, unless otherwise prohibited by applicable law, so that the Company may seek a protective order or other appropriate remedy and the Executive will, at the Company’s expense, cooperate with and assist the Company in securing such protective order or other remedy. In the event that such protective order is not obtained, or that the Company waives compliance with the provisions of this Section 10 to permit a particular disclosure, the Executive shall furnish only that portion of the Confidential Information which he is advised by counsel in writing is legally required to be disclosed and shall exercise his reasonable efforts to obtain reliable assurances that confidential treatment will be afforded such Confidential Information. For the avoidance of doubt, the provisions of this Section 10(e) shall not apply to any communication permitted under Section 10(c) or (d).
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11. Return of Documents and Property. Upon termination of the Executive’s employment with the Company (for any reason) or at any other time upon the written request of the Company, the Executive (or his heirs and/or personal representatives): (a) shall deliver, or cause to be delivered, to the appropriate member of the Company Group, and shall not retain for the Executive’s or anyone else’s use, all memoranda, media, disks, files, notes, records, documents or other materials obtained in connection with the Executive’s employment with the Company or which otherwise relate to the business of the members of the Company Group (whether or not containing Confidential Information) and shall not retain any copies thereof in any format or storage medium (including, without limitation, computer disk or memory); (b) purge from any computer system in his possession, other than those owned by and returned to the appropriate member of the Company Group, all computer files which contain or are based upon any Confidential Information and confirm such purging in writing to the Company; and (c) return any other property that rightfully belongs to the members of the Company Group, including, without limitation, computers and cellular phones, in accordance with their respective policies in effect from time to time.
12. [Reserved].
13. Non-Solicitation of Customers, Vendors, Etc. The Executive agrees that, during the Term and for a period of twelve months after the date of termination, the Executive shall not, directly or indirectly, on the Executive’s own behalf or on behalf of any other person or entity (except as otherwise necessary or advisable in the performance of the Executive’s duties hereunder), (a) encourage, solicit or induce any customer, client, independent contractor, distributor, industry partner, referral source, agent, supplier, licensee, landlord, lessor, lender, investor, vendor or other person or entity having business relations with any member of the Company Group with which the Executive communicated on behalf of the Company Group, provided or supervised the provision of services to, or learned Confidential Information about in connection with his employment hereunder, in each case within the preceding two years (each, a “Protected Relationship”) to cease doing business with or reduce the amount of business conducted with or through any member of the Company Group, or in any way otherwise interfere with the business relationship between any such Protected Relationship and any member of the Company Group; or (b) shall not, directly or indirectly, on the Executive’s own behalf or on behalf of any other person or entity, whether as employer, employee, proprietor, owner, shareholder, partner, equityholder, director, consultant, agent, lender, guarantor, member, manager, trustee or otherwise, engage in business with or own, manage, have control of or participate or invest in, alone or in combination with other persons or entities, any person or entity with which any member of the Company Group is involved in litigation during the Term.
14. Non-Solicitation or Hire of Employees and Contractors. The Executive agrees that, during the Term and for a period of twelve months after the date of termination, the Executive shall not, directly or indirectly, on the Executive’s own behalf or on behalf of any other person or entity (except as otherwise necessary or advisable in the performance of the Executive’s duties hereunder), (a) encourage, solicit or induce, or in any manner attempt to encourage, solicit or induce, any individual employed by, or person or entity providing consulting services to, any member of the Company Group and with whom or which the Executive communicated or learned Confidential Information in connection with his employment hereunder, to terminate such employment or consulting services or (b) encourage, solicit or induce, or in any manner attempt to encourage, solicit or induce, any individual who is then or has within the preceding twelve months been employed by or provided consulting services to any member of the Company Group, and with whom or which the Executive communicated or learned Confidential Information in connection with his employment hereunder, to become employed or provide consulting services to any other person or entity; provided, however, that this Section 14 shall not be violated by (i) general advertising not targeted at employees or consultants of any member of the Company Group or (ii) the solicitation of any person or entity whose employment with any member of the Company Group was terminated by such member of the Company Group at least six (6) months prior to such solicitation or hiring.
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15. Assignment of Work Product.
(a) The parties hereto agree that any work of authorship, invention, design, discovery, development, technique, improvement, source code, hardware, device, data, apparatus, practice, process, method, or other work product whatever related to the business of the members of the Company Group that the Executive, either solely or in collaboration with others, conceives, creates, makes, discovers, invents, develops, perfects, or reduces to practice during the Executive’s employment with the Company (including, without limitation, such employment prior to the Start Date), whether or not during regular business hours or on the premises of any member of the Company Group, shall be the sole and complete property of the appropriate member of the Company Group. More particularly, and without limiting the foregoing, the Executive agrees that all of the foregoing and any (i) inventions (whether patentable or not, and without regard to whether any patent therefor is ever sought); (ii) marks, names, or logos (whether or not registrable as trade or service marks, and without regard to whether registration therefor is ever sought); (iii) works of authorship (without regard to whether any claim of copyright therein is ever registered); and (iv) trade secrets, ideas, and concepts (clauses (i) through (iv), collectively, “Intellectual Property”) related to the business of the members of the Company Group, shall perpetually and throughout the world be the exclusive property of the appropriate member of the Company Group, as shall all tangible media (including, without limitation, papers, computer media, and digital and cloud-based of all types and models) in which such Intellectual Property shall be recorded or otherwise fixed.
(b) The Executive agrees that all works of authorship created in whole or in part by the Executive during the Executive’s employment with the Company and related to the business of the members of the Company Group shall be works made for hire of which the appropriate member of the Company Group is the author and owner of the copyright. To the extent that any competent decision-making authority should ever determine that any work of authorship created by the Executive during the Executive’s employment with the Company is not a work made for hire, the Executive hereby assigns all right, title, and interest in and to the copyright therein, in perpetuity and throughout the world, to the Company. To the extent that this Agreement does not otherwise serve to grant or otherwise vest in the members of the Company Group all rights in any Intellectual Property created in whole or in part by the Executive during the Executive’s employment with the Company, the Executive hereby assigns all right, title, and interest therein, in perpetuity and throughout the world, to the Company. The Executive agrees to execute, immediately upon the Company’s reasonable request and without any additional compensation, any further assignments, applications, conveyances or other instruments, at any time after execution of this Agreement, whether or not the Executive remains employed by the Company at the time such request is made, in order to permit the members of the Company Group and/or their respective successors or assigns to protect, perfect, register, record, maintain, or enhance their rights in any Intellectual Property; provided, however, that the Company shall bear the cost of any such assignments, applications, or consequences.
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(c) Notwithstanding the foregoing, the provisions of this Section 15 shall not apply to an invention that the Employee developed entirely on his own time without using the Company Group’s equipment, supplies, facilities, or trade secret information except for those inventions that either (i) relate at the time of conception or reduction to practice of the invention to the Company Group’s business, or actual or demonstrably anticipated research or development of the Company Group; or (ii) result from any work performed by the employee for the employer.
16. Enforceability of Covenants.
(a) The Executive hereby acknowledges and agrees that (i) the restrictions on his activities contained in Sections 10, 11, 12, 13, 14, and 15 are necessary for the reasonable protection of the members of the Company Group and their goodwill and are a material inducement to the Company entering into this Agreement and (ii) a breach or threatened breach of any such provisions will cause irreparable harm to the members of the Company Group for which there is no adequate remedy at law.
(b) The Executive agrees that in the event of any breach or threatened breach of any provision contained in Sections 10, 11, 12, 13, 14, and 15, the members of the Company Group shall be entitled, in addition to any other rights or remedies available to the members of the Company Group at law, in equity or otherwise, to a temporary, preliminary or permanent injunction or injunctions and temporary restraining order or orders to prevent breaches of such provisions and to specifically enforce the terms and provisions thereof without having to prove special damages or the inadequacy of the available remedies at law, in equity or otherwise and without the requirement of posting of a bond.
(c) The parties hereto acknowledge that the time, scope and other provisions contained in Sections 10, 11, 12, 13, 14, and 15 are reasonable and necessary to protect the goodwill and business of the members of the Company Group.
(d) If any covenant contained in Sections 10, 11, 12, 13, 14, and 15 is held to be unenforceable by reason of the time or scope, such covenant shall be interpreted to extend to the maximum time or scope for which it may be enforced as determined by a court making such determination, and such covenant shall only apply in its reduced form to the operation of such covenant in the particular jurisdiction in which such adjudication is made.
(e) The existence of any claim or cause of action by the Executive against any member of the Company Group, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the members of the Company Group of any provision of Sections 10, 11, 12, 13, 14, and 15.
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(f) In the event of any breach by the Executive of any of the restrictive covenants contained in Sections 12, 13, or 14, the running of the period of the applicable restriction shall be automatically tolled and suspended for the duration of such breach, and shall automatically recommence when such breach is remedied in order that the members of the Company Group shall receive the full benefit of the Executive’s compliance with each such covenant.
(g) The provisions of Sections 10, 11, 12, 13, 14, and 15 are in addition to and supplement any other agreements, covenants or obligations to which the Executive is or may be bound from time to time. To the extent a covenant set forth in Sections 10, 11, 12, 13, 14, and 15 conflicts with a covenant or obligation set forth in any other such agreement, the provision that is more favorable to the members of the Company Group will control.
17. Representations and Warranties; Indemnity. The Executive represents and warrants to the Company that the execution and delivery of this Agreement by him, and the performance by him of his obligations hereunder, shall not constitute (with or without notice or lapse of time or both) a breach or violation of a provision of any understanding, contract or commitment, written or oral, express or implied, to which the Executive is a party or to which the Executive is or may be bound, including, without limitation, any understanding, contract or commitment with any present or former employer, in each case, that imposes restrictions that would, or would reasonably be expected to, interfere with the Executive’s ability to perform his obligations under this Agreement. The Executive hereby agrees to indemnify and hold the members of the Company Group harmless from and against any and all claims, losses, damages, liabilities, costs and expenses (including, without limitation, attorneys’ fees and expenses) incurred by the members of the Company Group in connection with any such breach or violation by the Executive of any such understanding, contract or commitment.
18. Taxes. Payment of all compensation and benefits to the Executive by the Company shall be subject to all legally required and customary withholdings. The Company makes no representations regarding the tax implications of the compensation and benefits to be paid to the Executive under this Agreement, including, without limitation, under Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended, and applicable administrative guidance and regulations. It is intended that this Agreement will be exempt from, and if not exempt will comply with, Section 409A and all regulations and guidance issued thereunder to the extent this Agreement is subject thereto, and this Agreement shall be interpreted on a basis consistent with such intent. All payments under this Agreement are intended to be excluded from the requirements of Section 409A or be payable on a fixed date or schedule in accordance with Section 409A(a)(2)(iv). Notwithstanding anything in this Agreement to the contrary, in the event that the Executive is deemed to be a “specified employee” within the meaning of Section 409A(a)(2)(B)(i), no payments hereunder that are “deferred compensation” subject to Section 409A shall be made to the Executive prior to the date that is six (6) months after the date of the Executive’s “separation from service” (as defined in Section 409A and any Treasury Regulations promulgated thereunder) or, if earlier, the Executive’s date of death. Following any applicable six (6) month delay, all such delayed payments will be paid in a single lump sum on the earliest permissible payment date. For purposes of this Agreement, with respect to payments of any amounts that are considered to be “deferred compensation” subject to Section 409A, references to “termination of employment” (and substantially similar phrases) shall be interpreted and applied in a manner that is consistent with the requirements of Section 409A. For purposes of Section 409A, the Executive’s right to receive any installment payment pursuant to this Agreement will be treated as a right to receive a series of separate and distinct payments. Any reimbursements under this Agreement shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred by the Executive. The amount of any expenses eligible for reimbursement or the amount of any in-kind benefits provided, as the case may be, under this Agreement during any calendar year shall not affect the amount of expenses eligible for reimbursement or the amount of any in-kind benefits provided during any other calendar year. The right to reimbursement or to any in-kind benefit pursuant to this Agreement shall not be subject to liquidation or exchange for any other benefit.
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19. Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, personal representatives, successors and permitted assigns, and the Executive consents to the assignment by the Company of its rights and obligations under this Agreement to an affiliate or a purchaser or assignee of all or substantially all of the assets of the members of the Company Group or their respective businesses. The Executive may not assign any of his rights or delegate any of his duties hereunder without the prior written consent of the Board (which consent may be granted or withheld in the Board’s sole discretion).
20. Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and thereof and supersede all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, between Executive and any member of the Company Group, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and terminated.
21. Amendment. This Agreement may not be amended, supplemented or modified in whole or in part except by an instrument in writing signed by the party hereto against whom enforcement of any such amendment, supplement or modification is sought.
22. Survival. The provisions of Sections 8(f) and 9 through 34 shall survive the termination or expiration of this Agreement and the Term.
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23. Notices. Any notice, request or other document required or permitted to be given under this Agreement shall be in writing and shall be deemed given (a) upon delivery if delivered by hand, facsimile or e-mail transmission (unless the sender receives a bounce back or failure to deliver message notification); (b) three (3) days after the date of deposit in the mail, postage prepaid, if mailed by U.S. certified or registered mail; or (c) on the next business day, if sent by prepaid overnight courier service, in each case, addressed as follows:
If to the Executive to:
Alexander Matina
[***]
[***]
[***]
With a copy to:
Mari K. Bonthuis
Sterlington, PLLC
228 Park Ave S #97956
New York, New York 10003
If to the Company to:
Nu Ride Inc.
1700 Broadway, 19th Floor
New York, New York 10019
Attn: Alexander Zyngier
Email: [email protected]
With a copy to:
Robert Holtzman
Herbert Smith Freehills Kramer (US) LLP
1177 Avenue of the Americas
New York, New York 10036
Either party hereto may change the address to which notice shall be sent by giving notice of such change of address to the other party hereto in the manner provided above.
24. Waivers. The failure or delay of either party hereto to enforce any provision of this Agreement shall in no way affect the right of such party to enforce the same or any other provision of this Agreement. The waiver by either party hereto of any breach of any provision of this Agreement shall not be construed as a waiver by such party of any succeeding breach of such provision or a waiver by such party of a breach of any other provision. The granting of any consent or approval by either party hereto in any one instance shall not be construed to waive or limit the need for such consent or approval in any other or subsequent instance.
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25. Governing Law; Waiver of Jury Trial; Specific Performance; Arbitration.
(a) This Agreement shall be construed in accordance with the laws of the State of New York applicable to contracts executed and to be wholly performed within such State. Except as provided in Section 25(b) below, each party hereto hereby irrevocably and unconditionally consents and submits to the exclusive jurisdiction of the state or federal courts sitting in or for New York County in the State of New York, for any actions, suits or proceedings arising out of or relating to this Agreement or Executive’s employment by the Company, and each party hereto agrees not to commence any action, suit or proceeding relating thereto except in such courts; provided, however, that nothing in this Agreement shall prevent either party hereto from enforcing a judgment entered into by any such court in any other jurisdiction. Each party hereto further agrees that any service of process, summons, notice or document by U.S. registered mail to its address set forth herein shall be effective service of process for any action, suit or proceeding brought against it in any such court. Each party hereto irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in such courts, and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any action, suit or proceeding brought in any such court has been brought in an inconvenient forum. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON STATUTE, CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREUNDER.
(b) Except for the Company’s right to obtain injunctive relief in a court of law pursuant to Section 16(b), the Company and the Executive agree that any dispute arising out of or related to Executive’s employment with the Company or the termination thereof shall be submitted to binding arbitration before JAMS for resolution. The arbitration shall be conducted in New York by a single arbitrator who shall be a former judge or an attorney who specializes in the field of employment law and shall have prior experience arbitrating employment disputes as an arbitrator. The arbitration shall be conducted in accordance with the JAMS Employment Arbitration Rules & Procedures then in effect, as modified herein. The award of the arbitrator shall be final and binding on the parties, and judgment on the award may be confirmed and entered in any state or federal court in New York, and the parties hereby assent to the exclusive jurisdiction of such courts and to venue in such courts. Any such arbitration shall be conducted on a strictly confidential basis, and Executive shall not disclose the existence of a claim, the nature of a claim, any documents, exhibits, or information exchanged or presented in connection with such a claim, or the result of any action (collectively, “Arbitration Materials”), to any third party, with the sole exception of Executive’s spouse and legal counsel (including any experts or consultants), provided that each such person agrees to be bound by the confidentiality terms of this Agreement, and except as necessary for the prosecution or defense of any proceeding (including but not limited to actual or potential witnesses in such proceeding, provided that each such person agrees to be bound by the confidentiality terms of this Agreement). In the event of any court proceeding as noted above, Executive agrees to take all steps necessary to protect the confidentiality of the Arbitration Materials, and agree to the entry of an appropriate protective order encompassing the confidentiality terms of this Agreement.
26. Severability. Without limiting the generality of Section 16(d), if any term or provision of this Agreement shall be determined by a court of competent jurisdiction to be illegal, invalid or unenforceable for any reason, the remaining provisions of this Agreement shall remain enforceable and the invalid, illegal or unenforceable provisions shall be modified so as to be valid and enforceable and shall be enforced.
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27. Section Headings. Section headings are included in this Agreement for convenience of reference only, and shall in no way affect the meaning or interpretation of this Agreement.
28. Counterparts; Electronic Delivery. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. This Agreement, any amendments hereto, to the extent delivered by means of facsimile or electronic mail in “.pdf”, “.tif” or similar format or by DocuSign (any such delivery, an “Electronic Delivery”), shall be treated in all manners and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. No objection shall be raised as to the authenticity of any signature due solely to the fact that said signature was transmitted via Electronic Delivery.
29. Number of Days. In computing the number of days for purposes of this Agreement, all days shall be counted, including, without limitation, Saturdays, Sundays and holidays; provided, however, that if the final day of any time period falls on a Saturday, Sunday or holiday on which federal banks in the United States are or may elect to be closed, then the final day shall be deemed to be the next day which is not Saturday, Sunday or such holiday.
30. Cooperation with Regard to Litigation. The Executive agrees to cooperate with the members of the Company Group, during the Term and thereafter, in connection with any action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, brought by or against or otherwise involving the members of the Company Group. Such cooperation includes providing information and meeting and consulting with the Company or its representatives or counsel, or representatives of or counsel to the members of the Company Group, and by being available to testify on behalf of the members of the Company Group, in each case as reasonably requested by the Company. The Company agrees to pay (or reimburse, if already paid by the Executive) all reasonable and documented out-of-pocket expenses actually incurred in connection with the Executive’s cooperation and assistance. If such cooperation is provided after the Term, the Company Group will make reasonable efforts to minimize disruption of Executive’s other activities. To the extent Executive is required to spend substantial time on such matters, the Company shall compensate Executive at an hourly rate based on Executive’s Base Salary at the end of the Term.
31. Insurance. During the Term and for a period of six (6) years thereafter, the Company shall ensure that the Executive is a covered person under any directors’ and officers’ liability insurance policy it maintains for the benefit of any of its current or former directors or officers.
32. Third Party Beneficiaries. Each member of the Company Group is an intended third party beneficiary of this Agreement with the right to enforce the Executive’s obligations hereunder as if a party hereto.
33. Joint Drafting. In recognition of the fact that the parties hereto had an equal opportunity to negotiate the language of, and draft, this Agreement, the parties hereto acknowledge and agree that there is no single drafter of this Agreement and, therefore, the general rule that ambiguities are to be construed against the drafter is, and shall be, inapplicable. If any language in this Agreement is found or claimed to be ambiguous, each party hereto shall have the same opportunity to present evidence as to the actual intent of the parties hereto with respect to any such ambiguous language without any inference or presumption being drawn against either party hereto.
34. Cumulative Remedies. All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available, whether by contract, at law, in equity or otherwise.
35. Further Assurances. Each party hereto agrees with the other party hereto that it will cooperate with such other party and will execute and deliver, or cause to be executed and delivered, all such other instruments and documents, and will take such other actions, as such other party may reasonably request from time to time to effectuate the provisions and purpose of this Agreement.
[Remainder of this page intentionally left blank; signature page follows.]
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IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement as of the day and year first written above.
| COMPANY: | ||
| NU RIDE INC. | ||
| By: | /s/ Alexandre Zyngier | |
| Name: | Alexandre Zyngier | |
| Title: | Chair, Compensation Committee | |
EXECUTIVE:
| By: | /s/ Alexander Matina | |
| Alexander Matina |
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Exhibit 99.1
Nu Ride Announces Leadership Transition
Board Member Alexander Matina Appointed as CEO
NEW YORK, September 26, 2025 /PRNewswire/ -- Nu Ride Inc. (“Nu Ride” or the “Company”) (OTCMKTS: NRDE), formerly known as Lordstown Motors Corp., announced that its Board of Directors has appointed Board member Alexander Matina as Chief Executive Officer (CEO), effective immediately. Mr. Matina succeeds William Gallagher, who served as CEO since the Company’s emergence from Chapter 11 proceedings in March 2024, in accordance with the engagement letter between the Company and M3 Partners, LP (“M3 Partners”) pursuant to which M3 Partners agreed to provide the Company with executive management and support services, including through Mr. Gallagher.
Mr. Matina brings extensive leadership and public company experience, as well as decades of experience with strategic transactions. He is currently the Managing Member of LANECR Consulting LLC and previously served in various leadership roles, including Portfolio Manager at MFP Investors LLC. He also has served as a Director of several public and private companies.
Andrew L. Sole, Chairman of the Board, remarked “The Board is very pleased to welcome Alex to the CEO role. After careful consideration, the Board has determined now is the right time for a leadership transition. Nu Ride has made tremendous progress since emerging from Chapter 11 in March 2024, and the Board has confidence that Alex will help lead the Company as it looks to move forward in new directions.”
“On behalf of the full Board and all our stakeholders, I also want to thank Bill for his leadership and the role he and M3 Partners have played in guiding the Company following its emergence from bankruptcy. We are grateful to Bill for his many contributions to the Company and wish him all the best in his future endeavors and look forward to continuing to work with M3.”
Additional information about the Company is available on the Company’s website (www.nurideinc.com) and in the Company’s filings with the U.S. Securities and Exchange Commission, available at www.sec.gov/edgar.
Please send inquiries to [email protected].