Zone Frontier Inc 8-K, filed Oct 29, 2026
Zone Frontier Inc. (ZONE)
About this 8-K
Zone Frontier Inc filed this 8-K on October 29, 2026, reporting on events of October 23, 2026.
Zone Frontier Inc. terminated President Travis Buchanan and Chief Revenue Officer Gary Hollst after selling its cleaning products business. The company’s 1-for-60 reverse stock split becomes effective at 9:01 p.m. Pacific Time on October 29, 2026. AI summary
Items reported
- Item 3.03: Change to shareholders' rights
- Item 5.02: Director or officer change, or executive pay
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in Item 5.03 of this Current Report on Form 8-K (this “Current Report”) is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed, on October 7, 2026, Zone Frontier Inc. f/k/a CleanCore Solutions, Inc. (the “Company”) completed the sale (the “Closing”) of substantially all of the assets of its legacy aqueous ozone cleaning products business (the “Cleaning Products Business”) to Sanzonate Holdings LLC (the “Buyer”) pursuant to an Asset Purchase Agreement, dated October 7, 2026. In connection with the sale of the Cleaning Products Business, effective October 23, 2026 (the “Separation Date”), the employment of Travis Buchanan, the Company’s President, and Gary Hollst, the Company’s Chief Revenue Officer, terminated without cause, and each of Messrs. Buchanan and Hollst resigned from all officer, director, committee and other positions held with the Company and its subsidiaries and affiliates.
The Company eliminated both roles, each of which related solely to the Cleaning Products Business and neither of which had responsibility for the Company’s data center development business. Neither departure was the result of any disagreement with the Company on any matter relating to its operations, policies or practices.
Buchanan Severance Agreement. On October 23, 2026, the Company and Mr. Buchanan entered into a Severance and Release Agreement (the “Buchanan Agreement”). Under the Buchanan Agreement, and subject to Mr. Buchanan’s execution and non-revocation of the agreement and continued compliance with its terms, the Company will pay Mr. Buchanan a lump sum cash severance payment of $150,000, less applicable taxes and withholdings, payable on October 23, 2026 or, if later, within five business days after the agreement becomes effective. The severance payment, together with a payment of $2,519 for accrued but unused paid time off, is in full satisfaction of all severance and other amounts payable to Mr. Buchanan under his Executive Employment Agreement, dated December 20, 2024 (the “Buchanan Employment Agreement”), other than earned but unpaid base salary at his annual rate of $165,000 through the Separation Date. Mr. Buchanan’s right to receive and retain the severance payment is conditioned on his not being employed by, or providing services to, the Buyer, its affiliates or related parties, or any successor to the Cleaning Products Business during the 12-month period following the Closing; if he does so, the unpaid severance is forfeited and he must repay any severance previously paid. Receipt or ownership of an equity interest in the Buyer that is not conditioned on the provision of services does not trigger forfeiture. The Buchanan Agreement also provides that, for six years following the Separation Date, the Company will maintain Mr. Buchanan as an insured under its directors’ and officers’ liability insurance on terms no less favorable than those applicable to its other former officers and directors, and requires Mr. Buchanan to provide transition cooperation for six months, not to exceed five hours per week, compensated at an hourly rate based on his base salary.
Hollst Severance Agreement. On October 23, 2026, the Company and Mr. Hollst entered into a Severance and Release Agreement (the “Hollst Agreement” and, together with the Buchanan Agreement, the “Severance Agreements”). Under the Hollst Agreement, and subject to Mr. Hollst’s execution and non-revocation of the agreement, the Company will pay Mr. Hollst a lump sum cash severance payment of $125,000, equal to 12 months of his base salary, less applicable taxes and withholdings, payable on October 23, 2026 or, if later, within five business days after the agreement becomes effective. The lump sum is paid in lieu of the monthly installments otherwise provided under Section 5(b)(ii) of his Employment Agreement, dated January 1, 2025 (the “Hollst Employment Agreement”), and fully satisfies the Company’s severance obligations thereunder. Mr. Hollst will also receive accrued obligations, including earned but unpaid base salary through the Separation Date and approximately $7,634 for accrued but unused paid time off. Mr. Hollst is free to be employed by or provide services to any person, including the Buyer and its affiliates, without affecting his severance. The severance payment is subject to forfeiture and repayment only upon a material breach by Mr. Hollst of his confidentiality, non-disparagement or return-of-property covenants, as determined by a final, non-appealable judgment. Mr. Hollst has agreed to provide transition cooperation for 12 months, with compensation at $250 per hour for cooperation time in excess of five hours in any calendar month. Mr. Hollst’s release does not extend to claims under certain agreements between Mr. Hollst and Clayton Adams, a director of the Company, the Buyer or their affiliates, including a Side Letter dated January 21, 2026 and a related make-whole note, or under a Share Surrender Agreement dated December 31, 2025 to which the Company is a party; the Hollst Agreement provides that, other than the Share Surrender Agreement, neither the Company nor its subsidiaries is a party to or has any obligation under those agreements.
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Common Terms. Each Severance Agreement contains a general release of claims by the executive in favor of the Company and related parties and a release of certain claims by the Company in favor of the executive, in each case subject to customary exceptions. Each Severance Agreement terminates the executive’s employment agreement as of the Separation Date, including the non-competition and non-solicitation covenants thereunder, while the executive’s confidentiality obligations survive. Each Severance Agreement also contains customary non-disparagement, return of property, clawback and insider trading policy provisions, and provides the executive with a 21-day review period and a seven-day revocation period following execution, as required for a release of claims under the Age Discrimination in Employment Act of 1967.
The foregoing descriptions of the Severance Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the Buchanan Agreement and the Hollst Agreement, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report and incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 23, 2026, the Company filed a Certificate of Change pursuant to Section 78.209 of the Nevada Revised Statutes (the “NRS”) with the Secretary of State of the State of Nevada (the “Certificate of Change”) to effect a 1-for-60 reverse stock split of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), together with a corresponding decrease in the number of authorized shares of Common Stock and preferred stock of the Company (the “Reverse Stock Split”). The Reverse Stock Split will become effective at 9:01 p.m. Pacific Time on October 29, 2026 (the “Effective Time”).
At the Effective Time, every 60 shares of Common Stock issued and outstanding will automatically be combined into one share of Common Stock, and the number of shares held by each stockholder of record will be proportionately decreased. As a result of the Reverse Stock Split, the number of authorized shares of Common Stock will decrease from 6,942,000,000 shares to 115,700,000 shares, and the number of authorized shares of “blank check” preferred stock will decrease from 50,000,000 shares to 833,334 shares. The par value of the Common Stock and the preferred stock will remain $0.0001 per share. In accordance with NRS 78.207, stockholder approval of the Reverse Stock Split was not required because the authorized shares of each affected class are being decreased in the same proportion as the issued and outstanding shares of that class.
No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to a fractional share will instead have such fractional share rounded up to the nearest whole share. Proportionate adjustments will be made to the number of shares of Common Stock issuable upon the exercise or settlement of the Company’s outstanding options, warrants, restricted stock units and other equity awards, to the corresponding exercise prices, and to the number of shares reserved for issuance under the Company’s equity incentive plans, in each case in accordance with their terms.
The Common Stock is expected to begin trading on NYSE American LLC on a split-adjusted basis at the market open on October 30, 2026, under the existing trading symbol “ZONE” and a new CUSIP number, 184492205.
The foregoing description of the Certificate of Change does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Change, a copy of which is filed as Exhibit 3.1 to this Current Report and incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Certificate of Change, filed with the Secretary of State of the State of Nevada on October 23, 2026 | |
| 10.1 | Severance and Release Agreement, dated October 23, 2026, by and between Zone Frontier Inc. and Travis Buchanan | |
| 10.2 | Severance and Release Agreement, dated October 23, 2026, by and between Zone Frontier Inc. and Gary Hollst | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: October 29, 2026 | ZONE FRONTIER INC. | |
| /s/ Tyler Hassen | ||
| Name: | Tyler Hassen | |
| Title: | Chief Executive Officer | |
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Exhibit 3.1
Exhibit 10.1
SEVERANCE AND RELEASE AGREEMENT
This SEVERANCE AND RELEASE AGREEMENT (this “Agreement”) is entered into as of October 23, 2026 (the “Effective Date”), by and between Zone Frontier Inc. (formerly known as CleanCore Solutions, Inc.), a Nevada corporation (the “Company”), and Travis Buchanan (“Executive”). The Company and Executive are each referred to herein as a “Party” and together as the “Parties.”
RECITALS
A. Executive is employed by the Company as its President pursuant to that certain Executive Employment Agreement, dated as of December 20, 2024, by and between the Company (then known as CleanCore Solutions, Inc.) and Executive (the “Employment Agreement”).
B. On October 7, 2026, the Company entered into, and closed on the transactions contemplated by, that certain Asset Purchase Agreement, dated as of October 7, 2026 (the “APA”), with Sanzonate Holdings LLC, a Nevada limited liability company (“Buyer”), pursuant to which the Company sold substantially all of the assets of its aqueous ozone cleaning products business (the “Business”) to Buyer. The consummation of such sale is referred to herein as the “Closing,” and the date on which the Closing occurred is referred to herein as the “Closing Date.”
C. In connection with the Closing and the sale of the Business, Executive will not continue in the employ of the Company, and Executive’s employment with the Company will terminate without Cause (as defined in the Employment Agreement) as of the Effective Date (the “Separation Date”).
D. The Parties desire to set forth the severance to be provided to Executive and the other terms of Executive’s separation from the Company, including releases of claims in favor of the Company and Executive.
NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Non-Assignability of Employment Agreement. The Company represents and warrants that the Employment Agreement, and any rights or obligations of the Company thereunder, have not been, and will not be, assigned to Buyer in connection with the Closing.
2. Effectiveness; Separation. Notwithstanding the Effective Date, this Agreement shall become effective and enforceable on the Release Effective Date (as defined in Section 10); provided that Executive has executed and delivered this Agreement to the Company and has not revoked it in accordance with Section 10. Effective as of the Separation Date, Executive hereby resigns from all officer, director, committee and other positions he holds with the Company and any of its subsidiaries and affiliates, and agrees to execute any additional documents reasonably requested by the Company to effectuate such resignations.
3. Accrued Obligations. The Company shall pay Executive, less applicable taxes and withholdings, on the Company’s first regularly scheduled payroll date following the Separation Date, whether or not Executive executes this Agreement: (a) all earned but unpaid Base Salary, at Executive’s current annual rate of $165,000, for the period from October 5, 2026 through the Separation Date (which amount is approximately $7,557 for the period through October 20, 2026, subject to adjustment for any additional days worked through the Separation Date); and (b) $2,519 in respect of four (4) days of accrued but unused paid time off (the “PTO Payment”) (collectively, the “Accrued Obligations”). Executive shall also be reimbursed for any reasonable business expenses properly incurred through the Separation Date and submitted in accordance with Company policy within thirty (30) days after the Separation Date.
4. Severance Payment. Subject to Executive’s execution and non-revocation of this Agreement and continued compliance with its terms, the Company shall pay Executive a lump sum cash payment of $150,000, less applicable taxes and withholdings (the “Severance Payment”). The Parties acknowledge and agree that the Severance Payment and the PTO Payment together total $152,519 and are in full satisfaction of any severance, health stipend, accrued but unused paid time off, or other amounts that are or may become payable to Executive under the Employment Agreement or otherwise, other than the earned but unpaid Base Salary described in Section 3(a).
The Severance Payment shall be paid on October 23, 2026 or, if later, within five (5) business days after the Release Effective Date (as defined in Section 10), through the Company’s payroll or, at Executive’s written election, by wire transfer of immediately available funds to an account designated by Executive in writing. The Severance Payment and the Accrued Obligations total approximately $160,076 (subject to adjustment of earned Base Salary through the actual Separation Date). Executive acknowledges that the Severance Payment exceeds any amount to which he would otherwise be entitled absent this Agreement.
5. No Other Compensation; Benefits. Executive acknowledges and agrees that, upon receipt of the Accrued Obligations and the Severance Payment, he will have received all salary, wages, bonuses, commissions, paid time off, severance, equity or equity-based awards, benefits and other compensation of any kind owed to him by the Company or any of the Company Releasees (as defined below), and that no other amounts are owed to him. Executive’s participation in the Company’s employee benefit plans shall end as of the Separation Date, except as otherwise provided under the terms of such plans or applicable law. Executive will receive separate information regarding any right to elect continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), which shall be at Executive’s sole expense.
6. Directors’ and Officers’ Liability Insurance Coverage. For a period of six (6) years following the Separation Date, the Company will maintain Executive as an insured under its Directors’ and Officers’ Liability Insurance policy for acts and omissions occurring on or before the Separation Date, or thereafter pursuant to Section 17 hereof, in Executive’s capacity as an officer, director, employee, or agent of the Company, or in any other capacity in which Executive served at the request of the Company. The coverage must be on terms and conditions no less favorable to Executive than those that apply to the Company’s other former officers and directors, subject to the terms, conditions and exclusions of such policy. If, during such six (6) year period, the Company obtains tail or run-off coverage for its directors and officers in connection with a change in control, sale of all or substantially all of its assets, dissolution or similar transaction, Executive shall be included as an insured under such coverage on the same basis as the Company’s other former officers and directors.
7. Executive’s Release of Claims. In exchange for the Severance Payment and the other consideration provided herein, Executive, on behalf of himself and his heirs, executors, administrators, representatives, successors and assigns, hereby knowingly and voluntarily, irrevocably and unconditionally releases and forever discharges the Company, its past, present and future parents, subsidiaries and affiliates, and each of their respective past, present and future directors, officers, employees, stockholders, agents, attorneys, insurers, employee benefit plans (and the fiduciaries thereof), successors and assigns, in their capacities as such (collectively, the “Company Releasees”), from any and all claims, demands, causes of action, liabilities, damages, losses, costs and expenses (including attorneys’ fees) of any kind whatsoever, whether known or unknown, suspected or unsuspected, that Executive ever had, now has or may have against any of the Company Releasees arising out of or relating to any act, omission, event or matter occurring on or before the date Executive signs this Agreement (collectively, “Claims”), including, without limitation, any Claims:
(a) arising out of or relating to Executive’s employment with the Company, the terms and conditions of such employment, or the termination thereof;
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(b) under the Employment Agreement or any other agreement, offer letter, plan, policy, promise or understanding, whether written or oral, express or implied, including any Claim for salary, bonus, incentive compensation, severance, equity or other compensation or benefits;
(c) under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, the Age Discrimination in Employment Act of 1967 (the “ADEA”), the Older Workers Benefit Protection Act, the Americans with Disabilities Act of 1990, the Family and Medical Leave Act, the Employee Retirement Income Security Act of 1974 (other than Claims for vested benefits), the Equal Pay Act, the Worker Adjustment and Retraining Notification Act, the Genetic Information Nondiscrimination Act, the Nebraska Fair Employment Practice Act, the Nebraska Age Discrimination in Employment Act, the Nebraska Wage Payment and Collection Act, and any other federal, state or local law, regulation or ordinance relating to employment, discrimination, harassment, retaliation, wages or benefits, each as amended; and
(d) for wrongful discharge, breach of contract, breach of the implied covenant of good faith and fair dealing, promissory estoppel, fraud, misrepresentation, defamation, infliction of emotional distress, negligence or any other tort or common law theory.
Notwithstanding the foregoing, Executive does not release (i) any right to the Accrued Obligations or to enforce this Agreement; (ii) any right to vested benefits under any tax-qualified retirement plan of the Company; (iii) any right to indemnification, advancement of expenses or coverage under any directors’ and officers’ liability insurance policy pursuant to the Company’s articles of incorporation, bylaws, any indemnification agreement or applicable law; (iv) any rights as a holder of the Company’s capital stock; (v) any right to elect COBRA continuation coverage; (vi) any Claim arising after the date Executive signs this Agreement; (vii) any claims relating to Social Security, workers’ compensation, or unemployment insurance benefits; or (viii) any Claim that cannot be waived as a matter of law. Additionally, it is understood and agreed to by the Parties that neither Buyer nor any of Buyer’s past, present and future parents, subsidiaries and affiliates, nor any of their respective past, present and future directors, officers, employees, stockholders, agents, attorneys, insurers, employee benefit plans (and the fiduciaries thereof), successors and assigns, in their capacities as such are included within the definition of Company Releasees.
8. Company’s Release of Claims. In consideration for Executive’s agreement to the covenants of this Agreement, the Company hereby irrevocably and unconditionally releases and forever discharges, to the maximum extent permitted by law, Executive of and from any and all claims, demands, causes of action, obligations, damages, or liabilities of any kind and nature whatsoever, at law or in equity, which the Company ever had, now has, or may have had against Executive by reason of any matter, cause, or thing relating to Executive’s employment or separation of employment with the Company, prior to and as of the Separation Date, in each case to the extent known to the Company’s executive officers as of the date the Company executes this Agreement. Notwithstanding the foregoing, the Company does not release, and nothing in this Section 8 shall waive or impair, (a) any claim arising out of Executive’s fraud, embezzlement, theft, misappropriation, willful misconduct, gross negligence, breach of fiduciary duty, or criminal conduct; (b) any right or claim under this Agreement or the provisions of the Employment Agreement that survive in accordance with Section 21, including Executive’s confidentiality obligations; (c) any right to recover compensation pursuant to Section 19(a) or applicable law; (d) any claim that cannot be released as a matter of law; or (e) any claim arising after the Separation Date.
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9. Protected Rights. Nothing in this Agreement (including Sections 7, 11, 13, 14 and 19(b)) or in any other agreement with or policy of the Company prohibits or restricts Executive from: (a) filing a charge or complaint with, communicating with, providing information or documents to, or participating in any investigation or proceeding conducted by the Securities and Exchange Commission (the “SEC”), the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, or any other federal, state or local governmental agency or commission, in each case without notice to or approval from the Company; (b) receiving an award from a governmental agency (including the SEC) for information provided; (c) testifying truthfully in any legal proceeding or as required by law, subpoena or court order; (d) discussing or disclosing information about unlawful acts in the workplace, including harassment, discrimination or any other conduct Executive has reason to believe is unlawful, or disclosing information concerning any sexual assault or sexual harassment dispute to the extent such disclosure cannot be restricted under applicable law; or (e) exercising any rights Executive may have under Section 7 of the National Labor Relations Act, to the extent applicable. However, to the maximum extent permitted by law, Executive waives any right to recover any individual monetary relief from the Company Releasees in any charge, complaint or lawsuit filed by Executive or on his behalf, other than an award from a governmental agency for information provided. Pursuant to the Defend Trade Secrets Act of 2016, Executive shall 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 (x) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (y) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
10. ADEA Acknowledgments; Review and Revocation. Executive acknowledges that he is knowingly and voluntarily waiving and releasing any rights he may have under the ADEA, and that the consideration given for this Agreement is in addition to anything of value to which he is already entitled. Executive further acknowledges that he has been advised by this writing that: (a) he should consult with an attorney of his choice prior to executing this Agreement; (b) he has twenty-one (21) days after receiving this Agreement to consider it (although he may voluntarily elect to sign it sooner, and changes to this Agreement, whether material or immaterial, do not restart such period); (c) he may revoke this Agreement within seven (7) days after he signs it by delivering written notice of revocation to the Company’s Chief Executive Officer at tyler@zonefrontier.com; and (d) this Agreement shall not become effective or enforceable until such revocation period has expired without revocation (the first day following such expiration, the “Release Effective Date”). If Executive revokes this Agreement, he shall not be entitled to the Severance Payment.
11. Executive Representations. Executive represents and warrants that: (a) he has not filed or caused to be filed any lawsuit, complaint, charge or claim against any of the Company Releasees; (b) he has reported to the Company any work-related injury or illness; (c) he has been properly provided any leave to which he was entitled; (d) he has not assigned or transferred any Claim released herein; and (e) he has no Knowledge of any acts constituting a material violation of law or Company policy relating to the Company Releasees that Executive has not previously reported or made the Company aware of prior to the Separation Date. For purposes of this Section, “Knowledge” shall mean Executive’s personal actual (and not constructive) current knowledge.
12. Severance Condition; No Engagement by Buyer. Executive acknowledges that the Company is providing the Severance Payment to support Executive’s transition to employment unrelated to the Business, and not to provide severance to an individual who will continue to work for the Business under new ownership. Accordingly, Executive’s right to receive and retain the Severance Payment is expressly conditioned on Executive not, during the twelve (12) month period following the Closing Date (the “Condition Period”), directly or indirectly, being employed by, or providing services to (whether as an employee, officer, director, independent contractor (including on a Form 1099 basis), consultant, advisor, agent or in any other capacity), Buyer or any of its parents, subsidiaries, affiliates or other related parties, or any successor to the Business (collectively, the “Buyer Parties”). Nothing in this Section 12 prohibits Executive from accepting any employment or engagement, and Executive remains free to work for any person or entity, including in the aqueous ozone or cleaning industry; however, if Executive accepts employment or any engagement with a Buyer Party during the Condition Period, (a) the Company shall have no obligation to pay any unpaid portion of the Severance Payment, and (b) Executive shall repay to the Company the gross amount of the Severance Payment previously paid within thirty (30) days after the commencement of such employment or engagement. Executive shall promptly notify the Company in writing if he accepts any employment or engagement with a Buyer Party during the Condition Period. Executive’s release of Claims under Section 7 and his other obligations under this Agreement shall remain in full force and effect notwithstanding any such forfeiture or repayment. Notwithstanding the foregoing, none of the following shall constitute employment by, or the provision of services to, a Buyer Party or result in forfeiture or repayment of the Severance Payment: (i) Executive’s receipt, acceptance, ownership, or disposition of any equity, membership, profits, or other ownership interest in any Buyer Party, or any right to acquire such interest, whether granted in recognition of Executive’s past contributions to the Company and the Business or otherwise, provided that such grant is not conditioned on Executive providing services to any Buyer Party during the Condition Period; (ii) Executive’s exercise of any rights as a holder of such interest, including voting, information, and transfer rights; (iii) communications between Executive and any Buyer Party relating to such interest; and (iv) any transaction which results in Executive, either alone or with others, purchasing (A) a controlling interest in the equity of a Buyer Party, or (B) all or substantially all of the assets of a Buyer Party, in either case in connection with a purchase of the Business. The Company acknowledges that Executive has disclosed that he may receive such an interest and agrees that such receipt does not conflict with this Agreement or the Employment Agreement.
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13. Confidential Information; Continuing Obligations. Executive acknowledges and agrees that his obligations under Section 7(a)(i) (Confidential Information) of the Employment Agreement, together with the related provisions of Sections 7(a)(ii), 7(b) and 7(c) thereof, shall survive the Separation Date and the termination of the Employment Agreement in accordance with their terms. Executive further agrees not to use or disclose any confidential or proprietary information of the Company that remains with the Company following the Closing.
14. Non-Disparagement. Subject to Section 9, Executive shall not, directly or indirectly, make, publish or communicate to any person or entity, or in any public forum (including social media), any statement, whether oral, written or electronic, that disparages, defames or maligns, or is reasonably likely to harm the reputation of, the Company or any of its subsidiaries or affiliates, or any of their respective businesses, products, services, directors, officers or employees, except as follows: (A) to Executive’s spouse; (B) to Executive’s accounting, tax, or legal advisors; (C) as required by applicable law, regulation, subpoena, court order, administrative order or ruling, or other similar requirement; or (D) as may be necessary to enforce the terms of this Agreement. Notwithstanding the foregoing, Executive’s obligations under this Section 14 shall not extend to Buyer or any of its parents, subsidiaries or affiliates, or any of their respective businesses, products, services, owners, directors, officers or employees, regardless of whether any such owners, directors, officers or employees otherwise serve as directors, officers or employees of the Company. The Company shall instruct its directors and executive officers, as of the Separation Date and for so long as they serve in such capacities, not to make any statement to any third party that disparages, defames, or maligns, or is reasonably likely to harm the reputation of, Executive, except that statements may be made as follows: (i) as may be necessary to enforce the rights under this Agreement; (ii) to the Company’s insurers, accounting, tax, or legal advisors; (iii) to governmental taxing authorities; (iv) as may be necessary to process payments and other obligations under this Agreement; (v) as may be required by applicable law, regulation, subpoena, court order, administrative order or ruling, securities exchange rule or other similar requirement, including in any filing with or response to the SEC; or (vi) in the ordinary course of the Company’s internal deliberations, investigations or reporting to its Board of Directors or auditors. Pursuant to 42 U.S.C. § 19403, this provision does not apply to statements or communications by Executive related to a dispute involving sexual assault or sexual harassment arising after Executive’s execution of this Agreement.
15. Neutral Response to Employment Inquiries. The Company agrees that in the event it is contacted by potential future employers of Executive, or anyone seeking a reference check concerning Executive, the Company will respond to such inquiries by stating only Executive’s dates of employment, rate of pay, and position/title as of the Separation Date.
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16. Return of Property. Executive represents that he has returned, and agrees that on or before the Separation Date he will return, to the Company (or to such person as the Company may direct in writing) all property, documents, files, data and equipment of the Company, including all laptops, mobile devices, keys, access cards, credit cards and confidential information, in whatever form, and represents and agrees that he has not retained and will not retain any copies thereof, except for documents relating solely to his own compensation and benefits.
17. Cooperation. For a period of six (6) months following the Separation Date, Executive shall reasonably cooperate with the Company, upon reasonable notice and at mutually convenient times that do not unreasonably interfere with Executive’s subsequent employment, in connection with (a) the orderly transition of his duties and the completion of the transactions contemplated by the APA; (b) the preparation of the Company’s financial statements and reports required to be filed with the SEC, including providing information reasonably requested regarding periods during which Executive was employed; and (c) any investigation, audit, litigation or other proceeding relating to matters of which Executive has knowledge as a result of his employment. Any time associated with Executive’s cooperation pursuant to this Section shall be limited to no more than five (5) hours per week. The Company shall compensate Executive for all hours expended pursuant to this Section at an hourly rate equal to Executive’s annual Base Salary as of the Separation Date divided by 2,080. The Company shall also reimburse Executive for reasonable, pre-approved out-of-pocket expenses incurred in providing such cooperation.
18. Remedies. Executive acknowledges that his obligations under Sections 13, 14 and 16 are material inducements for the Company to enter into this Agreement and that any breach thereof would cause the Company irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, in the event of any breach or threatened breach of such Sections, the Company shall be entitled to injunctive relief and specific performance, without the necessity of posting a bond or proving actual damages, in addition to any other remedies available at law or in equity.
19. Clawback; Securities Matters.
(a) Executive acknowledges and agrees that any incentive-based compensation paid or awarded to him by the Company, including any quarterly bonus, shall be subject to recovery, forfeiture or recoupment in accordance with the Company’s compensation recovery (clawback) policy adopted pursuant to Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Rule 10D-1 thereunder and the listing standards of the national securities exchange on which the Company’s securities are listed, as in effect from time to time, and any other compensation recovery required by applicable law. No recovery of compensation pursuant to such policy shall constitute a breach of this Agreement or give rise to any Claim by Executive.
(b) Executive acknowledges that he remains subject to the Company’s Insider Trading Policy until the later of the Separation Date or the end of the trading blackout period in effect on the Separation Date and, in any event, until any material nonpublic information regarding the Company in his possession has been publicly disclosed or is no longer material. To the extent Executive is subject to Section 16 of the Exchange Act, Executive shall continue to comply with his reporting obligations thereunder for so long as required by applicable law, and the Company shall provide reasonable assistance with any required filings. Executive acknowledges that the Company may be required to disclose this Agreement and its terms in its filings with the SEC (including on a Current Report on Form 8-K) and to file this Agreement as an exhibit thereto, and Executive consents to such disclosure. Executive agrees to keep the terms of this Agreement confidential until publicly disclosed by the Company, except for disclosure to his spouse and legal, tax and financial advisors, or as permitted by Section 9. To the extent the Company determines that it is required to disclose this Agreement and its terms in its filings with the SEC (including on a Current Report on Form 8-K), such disclosure shall be accompanied by the statement attached hereto as Exhibit A.
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20. Taxes; Section 409A. All payments under this Agreement shall be subject to applicable tax withholding and deductions. The payments under this Agreement are intended to be exempt from or to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder (“Section 409A”), including as short-term deferrals, and this Agreement shall be interpreted accordingly. Each payment hereunder shall be treated as a separate payment for purposes of Section 409A. Executive acknowledges that the Company has made no representations regarding the tax treatment of any payment hereunder and that Executive is solely responsible for any taxes owed by him.
21. Termination of Employment Agreement. Effective as of the Separation Date, the Employment Agreement shall terminate and be of no further force or effect, except for the provisions described in Section 13, which shall survive in accordance with their terms. The non-competition and non-solicitation covenants set forth in Sections 7(a)(iii) and 7(a)(iv) of the Employment Agreement are hereby terminated and of no further force or effect, and the Parties’ agreement with respect to Executive’s engagement by the Buyer Parties is set forth exclusively in Section 12 of this Agreement. Executive acknowledges that this Agreement constitutes the release contemplated by Section 6(a) of the Employment Agreement and that the payments provided herein fully satisfy all obligations of the Company under Section 6 of the Employment Agreement.
22. No Admission. This Agreement does not constitute an admission by the Company or any of the Company Releasees or Executive of any wrongdoing, liability or violation of any law, contract or policy, all of which are expressly denied.
23. Governing Law; Venue; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the laws of the State of Nebraska, without regard to its conflict of laws principles. Each Party irrevocably submits to the exclusive jurisdiction and venue of the state and federal courts located in Douglas County, Nebraska for any action arising out of or relating to this Agreement or Executive’s employment with the Company. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY SUCH ACTION.
24. Miscellaneous.
(a) Entire Agreement. This Agreement, together with the exhibit hereto and the surviving provisions of the Employment Agreement described in Section 13, constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior negotiations, representations, agreements and understandings, whether written or oral. Executive acknowledges that he has not relied on any representation or statement not set forth in this Agreement.
(b) Amendment; Waiver. This Agreement may be amended or modified only by a written instrument signed by both Parties. No waiver of any provision shall be effective unless in writing, and no waiver of any breach shall be deemed a waiver of any other or subsequent breach.
(c) Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect; provided, however, that if the release in Section 7 is held invalid or unenforceable as a result of a challenge by Executive, the Company shall be entitled to repayment of the Severance Payment to the extent permitted by law.
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(d) Successors and Assigns. This Agreement is personal to Executive and may not be assigned by him. This Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns, and the Company may assign this Agreement to any successor to all or substantially all of its business or assets. The Company Releasees are intended third-party beneficiaries of Section 7.
(e) Notices. Notices hereunder shall be in writing and delivered personally, by nationally recognized overnight courier or by email, to the Company at the attention of its Chief Executive Officer (tyler@zonefrontier.com) and to Executive at the most recent address and personal email address on file with the Company, or to such other address as a Party may designate by notice.
(f) Construction. The headings in this Agreement are for convenience only. The word “including” means “including, without limitation.” This Agreement shall be construed as having been jointly drafted, and no presumption shall arise against either Party by virtue of authorship.
(g) Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by .pdf, DocuSign or other electronic means shall be deemed original signatures.
EXECUTIVE ACKNOWLEDGES THAT HE HAS CAREFULLY READ THIS AGREEMENT, UNDERSTANDS ALL OF ITS TERMS, INCLUDING THE GENERAL RELEASE OF CLAIMS IN SECTION 7, HAS HAD THE OPPORTUNITY TO CONSULT WITH AN ATTORNEY OF HIS CHOICE, AND IS SIGNING THIS AGREEMENT KNOWINGLY AND VOLUNTARILY.
[Signature page follows]
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IN WITNESS WHEREOF, the Parties have executed this Severance and Release Agreement as of the date first written above.
| COMPANY: | ||
| ZONE FRONTIER INC. | ||
| By: | /s/ Tyler Hassen | |
| Name: | Tyler Hassen | |
| Title: | Chief Executive Officer | |
| Date signed: October 23, 2026 | ||
| EXECUTIVE: | ||
| /s/ Travis Buchanan | ||
| Travis Buchanan | ||
| Date signed: October 23, 2026 | ||
[Signature Page to Severance and Release Agreement – T. Buchanan]
EXHIBIT A TO SEVERANCE AND RELEASE AGREEMENT
STATEMENT TO ACCOMPANY ANY REQUIRED SEC DISCLOSURE
Effective October 23, 2026, the employment of Travis Buchanan as President of Zone Frontier Inc. (the “Company”) ended without cause, as the Company eliminated the role following the October 7, 2026 sale of its legacy aqueous ozone cleaning products business. Mr. Buchanan’s departure was not the result of any disagreement with the Company on any matter relating to its operations, policies or practices. Mr. Buchanan led that business day to day, and the Company is grateful for the steady, hands-on leadership he provided through a period of significant strategic transition. His work included leading the acquisition of the Company’s European subsidiary, building large-scale manufacturing and distribution, and developing relationships with national building-service contractors. His commitment to the business and its employees is appreciated. The Company thanks Mr. Buchanan for his many contributions and wishes him great success.
Exhibit 10.2
SEVERANCE AND RELEASE AGREEMENT
This SEVERANCE AND RELEASE AGREEMENT (this “Agreement”) is entered into as of October ____, 2026 (the “Effective Date”), by and between Zone Frontier Inc. (formerly known as CleanCore Solutions, Inc.), a Nevada corporation (the “Company”), and Gary Hollst (“Executive”). The Company and Executive are each referred to herein as a “Party” and together as the “Parties.”
RECITALS
A. Executive is employed as Chief Revenue Officer pursuant to that certain Employment Agreement dated as of January 1, 2025 between the Company and Executive (the “Employment Agreement”).
B. On October 7, 2026, the Company entered into, and closed on the transactions contemplated by, that certain Asset Purchase Agreement, dated as of October 7, 2026 (the “APA”), with Sanzonate Holdings LLC, a Nevada limited liability company (“Buyer”), pursuant to which the Company sold substantially all of the assets of its aqueous ozone cleaning products business (the “Business”) to Buyer. The consummation of such sale is referred to herein as the “Closing,” and the date on which the Closing occurred is referred to herein as the “Closing Date.”
C. In connection with the Closing and the sale of the Business, Executive will not continue in the employ of the Company, and Executive’s employment with the Company will terminate without Cause (as defined in the Employment Agreement) as of the Effective Date (the “Separation Date”), entitling Executive to severance under Section 5(b)(ii) of the Employment Agreement.
D. The Parties desire to set forth the severance to be provided to Executive and the other terms of Executive’s separation from the Company, including a general release of claims in favor of the Company.
NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Effectiveness; Separation. Notwithstanding the Effective Date, this Agreement shall become effective and enforceable on the Release Effective Date (as defined in Section 7); provided that Executive has executed and delivered this Agreement to the Company and has not revoked it in accordance with Section 7. Effective as of the Separation Date, Executive hereby resigns from all officer, director, committee and other positions he holds with the Company and any of its subsidiaries and affiliates, and agrees to execute any additional documents reasonably requested by the Company to effectuate such resignations.
2. Accrued Obligations. The Company shall pay Executive, less applicable taxes and withholdings, on the Company’s first regularly scheduled payroll date following the Separation Date: (a) all earned but unpaid Base Salary through the Separation Date (which amount is approximately $6,202 for the period through October 21, 2026, subject to adjustment for any additional days worked through the Separation Date); and (b) approximately $7,634 in respect of sixteen (16) days of accrued but unused paid time off (collectively, the “Accrued Obligations”). Executive shall also be reimbursed for any reasonable business expenses properly incurred through the Separation Date and submitted in accordance with Company policy within thirty (30) days after the Separation Date. The Accrued Obligations are owed to Executive whether or not he executes this Agreement, and any Accrued Obligation not paid on or before the date Executive signs this Agreement shall be paid within three (3) business days thereafter.
3. Severance Payment. Subject only to Executive’s execution and non-revocation of this Agreement, the Company agrees to pay Executive a lump sum cash payment of $125,000, equal to twelve (12) months of Executive’s Base Salary at the annual rate of $125,000 (the “Severance Payment”), in a single lump sum in lieu of the monthly installments provided under Section 5(b)(ii) of the Employment Agreement.
The Severance Payment shall be paid on October 23, 2026 or, if later, within five (5) business days after the Release Effective Date (as defined in Section 7), through the Company’s payroll or, at Executive’s written election, by wire transfer of immediately available funds to an account designated by Executive in writing. The Severance Payment and the Accrued Obligations total $138,836 (subject to adjustment of earned Base Salary through the actual Separation Date). The Severance Payment is not subject to offset, forfeiture, repayment or any condition other than as expressly stated in this Agreement (including Sections 14, 15(a) and 20(c)). Executive acknowledges that (a) absent this Agreement, any severance under Section 5(b)(ii) of the Employment Agreement would be payable only in monthly installments over twelve (12) months, and the payment of the Severance Payment in a single accelerated lump sum is a benefit to which he would not otherwise be entitled; and (b) the accelerated payment of the Severance Payment, the Company’s release of claims under Section 5A and the Company’s other covenants hereunder constitute consideration in addition to anything of value to which he is already entitled.
4. No Other Compensation; Benefits. Executive acknowledges and agrees that, upon receipt of the Accrued Obligations and the Severance Payment, he will have received all salary, wages, bonuses, commissions, paid time off, severance, equity or equity-based awards, benefits and other compensation of any kind owed to him by the Company or any of the Company Releasees (as defined below), and that no other amounts are owed to him; provided that nothing in this Section 4 shall release, waive, offset or otherwise affect any amount owed to Executive under any Retained Agreement (as defined in Section 5), none of which (other than the Share Surrender Agreement, solely to the extent of the Company’s express obligations thereunder) is an obligation of the Company. Executive’s participation in the Company’s employee benefit plans shall end as of the Separation Date, except as otherwise provided under the terms of such plans or applicable law. Executive will receive separate information regarding any right to elect continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), which shall be at Executive’s sole expense. Without limiting the foregoing, Executive acknowledges that all restricted stock units, sales incentive bonuses and other compensation described in Exhibit B to the Employment Agreement have either been paid or settled in full or are forfeited as of the Separation Date, other than any shares of the Company’s capital stock previously issued to Executive.
5. General Release of Claims. In exchange for the Severance Payment and the other consideration provided herein, Executive, on behalf of himself and his heirs, executors, administrators, representatives, successors and assigns, hereby knowingly and voluntarily, irrevocably and unconditionally releases and forever discharges the Company, its past, present and future parents, subsidiaries and affiliates, and each of their respective past, present and future directors, officers, employees, stockholders, agents, attorneys, insurers, employee benefit plans (and the fiduciaries thereof), successors and assigns, solely in their capacities as such (and, as to Clayton Adams and the Buyer Parties (as defined in Section 9), solely in their capacities as directors, officers, employees or stockholders of the Company and not in any individual or other capacity) (collectively, the “Company Releasees”), from any and all claims, demands, causes of action, liabilities, damages, losses, costs and expenses (including attorneys’ fees) of any kind whatsoever, whether known or unknown, suspected or unsuspected, that Executive ever had, now has or may have against any of the Company Releasees arising out of Executive’s employment with the Company or the termination thereof, based on any act, omission, event or matter occurring on or before the date Executive signs this Agreement (collectively, “Claims”), including, without limitation, any Claims:
(a) arising out of or relating to Executive’s employment with the Company, the terms and conditions of such employment, or the termination thereof;
(b) under the Employment Agreement or any other agreement, offer letter, plan, policy, promise or understanding, whether written or oral, express or implied, including any Claim for salary, bonus, incentive compensation, severance, equity or other compensation or benefits;
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(c) under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, the Age Discrimination in Employment Act of 1967 (the “ADEA”), the Older Workers Benefit Protection Act, the Americans with Disabilities Act of 1990, the Family and Medical Leave Act, the Employee Retirement Income Security Act of 1974 (other than Claims for vested benefits), the Equal Pay Act, the Worker Adjustment and Retraining Notification Act, the Genetic Information Nondiscrimination Act, the Nebraska Fair Employment Practice Act, the Nebraska Age Discrimination in Employment Act, the Nebraska Wage Payment and Collection Act, and any other federal, state or local law, regulation or ordinance relating to employment, discrimination, harassment, retaliation, wages or benefits, each as amended; and
(d) for wrongful discharge, breach of contract, breach of the implied covenant of good faith and fair dealing, promissory estoppel, fraud, misrepresentation, defamation, infliction of emotional distress, negligence or any other tort or common law theory, in each case arising out of Executive’s employment with the Company.
Notwithstanding the foregoing, Executive does not release (i) any right to the Accrued Obligations or to enforce this Agreement; (ii) any right to vested benefits under any tax-qualified retirement plan of the Company; (iii) any right to indemnification, advancement of expenses or coverage under any directors’ and officers’ liability insurance policy pursuant to the Company’s articles of incorporation, bylaws, any indemnification agreement or applicable law; (iv) any rights as a holder of the Company’s capital stock; (v) any right to elect COBRA continuation coverage; (vi) any Claim arising after the date Executive signs this Agreement; (vii) any right, claim or remedy under or relating to the Side Letter dated January 21, 2026 between Clayton Adams and Executive, the Make-Whole Note contemplated thereby (and any promissory note issued or to be issued in respect thereof), the Share Surrender Agreement dated December 31, 2025 (the “Share Surrender Agreement”), the Option Agreement referenced therein, or any other agreement between Executive and Clayton Adams, Sanzonate Holdings LLC (including in its capacity as the “SpinCo” referred to in such Side Letter), any other issuer of the Make-Whole Note (other than the Company or any of its subsidiaries) or any Buyer Party (collectively, the “Retained Agreements”), or any claim against any such person (other than the Company and its subsidiaries) in any capacity other than as a director, officer or employee of the Company; or (viii) any Claim that cannot be waived as a matter of law. Executive acknowledges and agrees that, other than the Share Surrender Agreement, neither the Company nor any of its subsidiaries is a party to, or has any obligation or liability under or in respect of, any Retained Agreement, and that nothing in this Agreement creates, assumes or guarantees any such obligation or liability or preserves any Claim against the Company or any of its subsidiaries thereunder. The Parties acknowledge that the Company is a party to the Share Surrender Agreement, which shall remain in full force and effect in accordance with its terms, and that nothing in this Agreement (including this Section 5 and Section 5A) releases, waives, amends or otherwise affects any right or obligation of the Company or Executive under the Share Surrender Agreement, or creates any obligation or liability of the Company in respect of any other Retained Agreement.
Section 5A. Release by the Company. The Company, on behalf of itself and its past, present and future parents, subsidiaries, affiliates, successors and assigns, hereby irrevocably and unconditionally releases and forever discharges Executive and his heirs, executors, administrators, representatives, successors and assigns from any and all claims, demands, causes of action, liabilities, damages, losses, costs and expenses (including attorneys’ fees) of any kind whatsoever, whether known or unknown, that the Company or any such person ever had, now has or may have against Executive arising out of or relating to Executive’s employment with, or service as an officer of, the Company or any of its affiliates, or any other act, omission, event or matter occurring on or before the date the Company signs this Agreement, other than: (i) claims for breach of this Agreement; (ii) claims arising out of or relating to Executive’s fraud, embezzlement, theft, misappropriation of Company funds or property, or any act or omission constituting a felony or a crime involving moral turpitude; (iii) claims arising out of Executive’s gross negligence, willful misconduct or intentional breach of fiduciary duty; (iv) claims for breach of any confidentiality, non-competition, non-solicitation, invention assignment or other restrictive covenant obligation owed by Executive to the Company or any of its affiliates; (v) any right of the Company to recover, recoup or claw back compensation pursuant to the Company’s clawback policy, Section 304 of the Sarbanes-Oxley Act of 2002, Section 10D of the Securities Exchange Act of 1934 and the rules thereunder, or any other applicable law or listing standard; (vi) any right, claim or remedy of the Company under the Share Surrender Agreement; and (vii) any claim that cannot be released as a matter of law. The Company represents that it has full authority to grant this release and that it has not assigned any claim released hereby.
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6. Protected Rights. Nothing in this Agreement (including Sections 5, 10, 11 and 15(c)) or in any other agreement with or policy of the Company prohibits or restricts Executive from: (a) filing a charge or complaint with, communicating with, providing information or documents to, or participating in any investigation or proceeding conducted by the Securities and Exchange Commission (the “SEC”), the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, or any other federal, state or local governmental agency or commission, in each case without notice to or approval from the Company; (b) receiving an award from a governmental agency (including the SEC) for information provided; (c) testifying truthfully in any legal proceeding or as required by law, subpoena or court order; (d) discussing or disclosing information about unlawful acts in the workplace, including harassment, discrimination or any other conduct Executive has reason to believe is unlawful, or disclosing information concerning any sexual assault or sexual harassment dispute to the extent such disclosure cannot be restricted under applicable law; or (e) exercising any rights Executive may have under Section 7 of the National Labor Relations Act, to the extent applicable. However, to the maximum extent permitted by law, Executive waives any right to recover any individual monetary relief from the Company Releasees in any charge, complaint or lawsuit filed by Executive or on his behalf, other than an award from a governmental agency for information provided. Pursuant to the Defend Trade Secrets Act of 2016, Executive shall 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 (x) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (y) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
7. ADEA Acknowledgments; Review and Revocation. Executive acknowledges that he is knowingly and voluntarily waiving and releasing any rights he may have under the ADEA, and that the consideration given for this Agreement is in addition to anything of value to which he is already entitled. Executive further acknowledges that he has been advised by this writing that: (a) he should consult with an attorney of his choice prior to executing this Agreement; (b) he has twenty-one (21) days after receiving this Agreement to consider it (although he may voluntarily elect to sign it sooner, and changes to this Agreement, whether material or immaterial, do not restart such period); (c) he may revoke this Agreement within seven (7) days after he signs it by delivering written notice of revocation to the Company’s Chief Executive Officer at tyler@zonefrontier.com; and (d) this Agreement shall not become effective or enforceable until such revocation period has expired without revocation (the first day following such expiration, the “Release Effective Date”). If Executive revokes this Agreement, he shall not be entitled to the Severance Payment.
8. Executive Representations. Executive represents and warrants that: (a) he has not filed or caused to be filed any lawsuit, complaint, charge or claim against any of the Company Releasees; (b) he has reported to the Company any work-related injury or illness; (c) he has been properly provided any leave to which he was entitled; (d) he has not assigned or transferred any Claim released herein; and (e) except as previously disclosed in writing to the Company’s Chief Executive Officer, its Board of Directors or the Audit Committee thereof, he has not knowingly engaged in any conduct that constitutes a violation of law, fraud, or a material violation of the Company’s policies (including its Code of Business Conduct and Ethics). Nothing in this Section 8 limits Section 6, and no representation in this Section 8 shall be a basis for forfeiture of, or any claim for repayment of, any amount paid or payable under this Agreement, except in the case of a representation that Executive knew to be materially false when made.
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9. Freedom to Work; No Restrictions. Executive shall be free, at any time before or after the Closing Date, to be employed by or to provide services to any person or entity, including Buyer and its parents, subsidiaries, affiliates and other related parties and any successor to the Business (collectively, the “Buyer Parties”), in any capacity, including as an employee, officer, director, independent contractor (including on a Form 1099 basis), consultant, advisor or agent, including in the aqueous ozone or cleaning industry, and to receive equity, notes or other compensation from any of them. No payment under this Agreement or the Employment Agreement shall be conditioned on, reduced, forfeited, delayed or subject to repayment by reason of any such employment or engagement, and neither the Company nor any of its successors or assigns (including any Buyer Party claiming through the Company) shall assert any non-competition, non-solicitation or similar restriction against Executive, whether arising under the Employment Agreement or otherwise.
10. Confidential Information; Continuing Obligations. Executive acknowledges and agrees that his obligations under Section 6(a)(i) (Confidential Information) of the Employment Agreement, together with the related provisions of Section 6(a)(ii) thereof, shall survive the Separation Date and the termination of the Employment Agreement in accordance with their terms. Executive further agrees not to use or disclose any confidential or proprietary information of the Company that remains with the Company following the Closing. Executive acknowledges that the confidential information of the Business may be enforced by Buyer as a successor to the Company to the extent assigned under the APA. For the avoidance of doubt, nothing in this Section 10 or in Section 6 of the Employment Agreement restricts Executive from competing with the Company or the Buyer Parties, soliciting any person, working in any industry, or using his general skills, knowledge and experience.
11. Non-Disparagement. Subject to Section 6, Executive shall not, directly or indirectly, make, publish or communicate to any person or entity, or in any public forum (including social media), any statement, whether oral, written or electronic, that disparages, defames or maligns the Company or any of its subsidiaries or affiliates, or any of their respective businesses, products, services, directors, officers or employees. The Company shall not, in any press release, filing with the SEC or other official public statement, and shall instruct its directors and executive officers, as of the Separation Date and for so long as they serve in such capacities, not to, make any statement to any third party that disparages, defames or maligns Executive. Nothing in this Section 11 shall prevent any person from making truthful statements to the extent required by applicable law, regulation, securities exchange rule or legal process, in connection with the enforcement of this Agreement or any Retained Agreement, in communications with Clayton Adams, Sanzonate Holdings LLC, any issuer of the Make-Whole Note, or their respective counsel or representatives regarding any Retained Agreement, or in any legal proceeding relating to any Retained Agreement.
12. Return of Property. Executive represents that, on or before the Separation Date, he has returned (or will return) to the Company (or, to the extent such property is among the assets sold under the APA, to Buyer) all property, documents, files, data and equipment of the Company, including all laptops, mobile devices, keys, access cards, credit cards and confidential information, in whatever form, and has not retained any copies thereof, except for documents relating solely to his own compensation and benefits.
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13. Cooperation. For a period of twelve (12) months following the Separation Date, Executive shall reasonably cooperate with the Company, upon reasonable notice and at mutually convenient times that do not unreasonably interfere with Executive’s subsequent employment, in connection with (a) the orderly transition of his duties and the completion of the transactions contemplated by the APA; (b) the preparation of the Company’s financial statements and reports required to be filed with the SEC, including providing information reasonably requested regarding periods during which Executive was employed; and (c) any investigation, audit, litigation or other proceeding relating to matters of which Executive has knowledge as a result of his employment. The Company shall reimburse Executive for reasonable, pre-approved out-of-pocket expenses incurred in providing such cooperation and shall compensate Executive at a rate of $250 per hour for all cooperation time in excess of five (5) hours in any calendar month. Executive shall have no obligation to cooperate in any matter in which his interests are adverse to those of the Company or any of its affiliates, and nothing in this Section 13 requires Executive to waive any privilege, any right under Section 6 or any right under any Retained Agreement.
14. Remedies. Executive acknowledges that his obligations under Sections 10, 11 and 12 are material inducements for the Company to enter into this Agreement and that any breach thereof would cause the Company irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, in the event of any breach or threatened breach of such Sections, the Company shall be entitled to injunctive relief and specific performance, without the necessity of posting a bond or proving actual damages, in addition to any other remedies available at law or in equity. Executive shall be entitled to the same injunctive relief and specific performance for any breach or threatened breach by the Company of Section 11. In any action to enforce this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs. In the event of a material breach by Executive of Section 10, 11 or 12, as determined by a final, non-appealable judgment of a court of competent jurisdiction, the Company shall have no further obligation to pay any unpaid portion of the Severance Payment and Executive shall promptly repay to the Company the gross amount of the Severance Payment previously paid; provided that Executive’s release of Claims under Section 5 shall remain in full force and effect. Except as set forth in the preceding sentence, no breach by Executive shall result in forfeiture or repayment of the Severance Payment or the Accrued Obligations.
15. Clawback; Securities Matters.
(a) Executive acknowledges and agrees that any incentive-based compensation paid or awarded to him by the Company, including any quarterly Additional Compensation or sales incentive bonus, shall be subject to recovery, forfeiture or recoupment in accordance with the Company’s compensation recovery (clawback) policy adopted pursuant to Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Rule 10D-1 thereunder and the listing standards of the national securities exchange on which the Company’s securities are listed, as in effect from time to time, and any other compensation recovery required by applicable law. No recovery of compensation pursuant to such policy shall constitute a breach of this Agreement or give rise to any Claim by Executive.
(b) Executive acknowledges that he remains subject to the Company’s Insider Trading Policy until the later of the Separation Date or the end of the trading blackout period in effect on the Separation Date and, in any event, until any material nonpublic information regarding the Company in his possession has been publicly disclosed or is no longer material. To the extent Executive is subject to Section 16 of the Exchange Act, Executive shall continue to comply with his reporting obligations thereunder for so long as required by applicable law, and the Company shall provide reasonable assistance with any required filings.
(c) Executive acknowledges that the Company may be required to disclose this Agreement and its terms in its filings with the SEC (including on a Current Report on Form 8-K) and to file this Agreement as an exhibit thereto, and Executive consents to such disclosure. Executive agrees to keep the terms of this Agreement confidential until publicly disclosed by the Company, except for disclosure to his spouse and legal, tax and financial advisors, or as permitted by Section 6.
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16. Taxes; Section 409A. All payments under this Agreement shall be subject to applicable tax withholding and deductions. The payments under this Agreement are intended to be exempt from or to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder (“Section 409A”), including as short-term deferrals, and this Agreement shall be interpreted accordingly. Each payment hereunder shall be treated as a separate payment for purposes of Section 409A. Executive acknowledges that the Company has made no representations regarding the tax treatment of any payment hereunder and that Executive is solely responsible for any taxes owed by him.
17. Termination of Employment Agreement. Effective as of the Separation Date, the Employment Agreement shall terminate and be of no further force or effect, except for the provisions described in Section 10, which shall survive in accordance with their terms. The non-competition and non-solicitation covenants set forth in Sections 6(a)(iii) and 6(a)(iv) of the Employment Agreement are hereby terminated and of no further force or effect, and the Parties’ agreement with respect to Executive’s engagement by the Buyer Parties is set forth exclusively in Section 9 of this Agreement. The Company represents that it has not assigned, and covenants that it shall not assign, the Employment Agreement or any right under Section 6(a)(iii) or 6(a)(iv) thereof to any person, notwithstanding Section 7(f) of the Employment Agreement. Executive acknowledges that the payments provided herein, including the payment of the Severance Payment in a lump sum in lieu of monthly installments, fully satisfy all obligations of the Company under Section 5(b)(ii) of the Employment Agreement and constitute good and valuable consideration for the release and covenants set forth herein.
18. No Admission. This Agreement does not constitute an admission by the Company or any of the Company Releasees of any wrongdoing, liability or violation of any law, contract or policy, all of which are expressly denied.
19. Governing Law; Venue; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the laws of the State of Nebraska, without regard to its conflict of laws principles. Each Party irrevocably submits to the exclusive jurisdiction and venue of the state and federal courts located in Douglas County, Nebraska for any action arising out of or relating to this Agreement or Executive’s employment with the Company. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY SUCH ACTION.
20. Miscellaneous.
(a) Entire Agreement. This Agreement, together with the surviving provisions of the Employment Agreement described in Section 10, constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior negotiations, representations, agreements and understandings, whether written or oral, in each case other than the Retained Agreements and any indemnification, advancement or insurance rights described in clause (iii) of the final paragraph of Section 5, none of which are superseded. Executive acknowledges that he has not relied on any representation or statement not set forth in this Agreement.
(b) Amendment; Waiver. This Agreement may be amended or modified only by a written instrument signed by both Parties. No waiver of any provision shall be effective unless in writing, and no waiver of any breach shall be deemed a waiver of any other or subsequent breach.
(c) Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect; provided, however, that if the release in Section 5 is held invalid or unenforceable as a result of a challenge by Executive, the Company shall be entitled to repayment of the Severance Payment to the extent permitted by law; provided further that the foregoing shall not apply to any challenge by Executive to the validity of his waiver of Claims under the ADEA.
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(d) Successors and Assigns. This Agreement is personal to Executive and may not be assigned by him; provided that any amounts payable to Executive hereunder that remain unpaid at his death shall be paid to his estate. This Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns, and the Company may assign this Agreement to any successor to all or substantially all of its business or assets, provided that the assignee assumes in writing all of the Company’s obligations hereunder, whereupon the Company shall be released from such obligations. The Company Releasees are intended third-party beneficiaries of Section 5.
(e) Notices. Notices hereunder shall be in writing and delivered personally, by nationally recognized overnight courier or by email, to the Company at the attention of its Chief Executive Officer (tyler@zonefrontier.com) and to Executive at the most recent address and personal email address on file with the Company, or to such other address as a Party may designate by notice.
(f) Construction. The headings in this Agreement are for convenience only. The word “including” means “including, without limitation.” This Agreement shall be construed as having been jointly drafted, and no presumption shall arise against either Party by virtue of authorship.
(g) Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by .pdf, DocuSign or other electronic means shall be deemed original signatures.
EXECUTIVE ACKNOWLEDGES THAT HE HAS CAREFULLY READ THIS AGREEMENT, UNDERSTANDS ALL OF ITS TERMS, INCLUDING THE GENERAL RELEASE OF CLAIMS IN SECTION 5, HAS HAD THE OPPORTUNITY TO CONSULT WITH AN ATTORNEY OF HIS CHOICE, AND IS SIGNING THIS AGREEMENT KNOWINGLY AND VOLUNTARILY.
[Signature page follows]
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IN WITNESS WHEREOF, the Parties have executed this Severance and Release Agreement as of the date first written above.
| COMPANY: | ||
| ZONE FRONTIER INC. | ||
| By: | /s/ Tyler Hassen | |
| Name: | Tyler Hassen | |
| Title: | Chief Executive Officer | |
| Date signed: October 23, 2026 | ||
| EXECUTIVE: | ||
| /s/ Gary Hollst | ||
| Gary Hollst | ||
| Date signed: October 23, 2026 | ||
[Signature Page to Severance and Release Agreement – G. Hollst]