Form 8-K

8-K — AIB Data Centers Inc.

Accession: 0001213900-26-085711

Filed: 2026-08-05

Period: 2026-07-22

CIK: 0002070542

SIC: 6221 ()

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — ea0300567-8k_aibdata.htm (Primary)

EX-10.1 — EMPLOYMENT AGREEMENT, DATED AS OF JULY 1, 2026, BETWEEN AIB DATA CENTERS INC. AND JOLIENNE HALISKY (ea030056701ex10-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0300567-8k_aibdata.htm · Sequence: 1

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0002070542

2026-07-22

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported):

July 22, 2026

AIB DATA CENTERS INC.

(Exact name of registrant as specified in its charter)

Delaware

001-43194

39-2631241

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

1540 Broadway, Ste 1010, New York, New York

10036

(Address of principal executive offices)

(Zip Code)

(646) 493-2993

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

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:

Title of each class

Trading Symbol(s)

Name of each exchange on which

registered

Common Stock, $0.0001 par value per share

AIB

NYSE American LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging Growth Company ☒

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 5.02 Departure of Directors or Certain Officers; Election

of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Employment Agreement with Ms. Halisky

On July 22, 2026, the Board of Directors (the

“Board”) of AIB Data Centers Inc. (the “Company”) approved the Employment Agreement (the “Employment Agreement”)

with Jolienne Halisky, the Company’s Chief Financial Officer. The Employment Agreement replaces and supersedes Ms. Halisky’s

prior independent contractor agreement with the Company which was previously filed with the SEC as Exhibit 10.33 to the Company’s

Form S-1 registration statement, filed with the SEC on June 2, 2026.. Ms. Halisky’s role and title as Chief Financial Officer of

the Company remain unchanged; the Employment Agreement formalizes her transition from an independent contractor to an employee of the

Company.

The material terms of the Employment Agreement, as approved by the

Board, are summarized below:

Ms. Halisky reports directly to the Chief Executive

Officer of the Company and is employed on an at-will basis. Ms. Halisky will receive an annual base salary of $225,000, payable in accordance

with the Company’s normal payroll practices, and is eligible for an annual discretionary, performance-based bonus, subject to her

continued employment with the Company through the date of payment. Ms. Halisky is also eligible to participate in the Company’s

Equity Incentive Plan, subject to the terms of the plan and any applicable award agreement, and is entitled to participate in the Company’s

employee benefit programs on a basis no less favorable than other senior executives, including four weeks of paid vacation and five paid

sick days annually. Incentive-based and other compensation payable to Ms. Halisky is subject to the Company’s clawback policy and

applicable law, including Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 10D of the Securities

Exchange Act of 1934.

If the Company terminates Ms. Halisky’s

employment without Cause or if Ms. Halisky resigns for Good Reason (each as defined in the Agreement), she is entitled to accrued obligations

and severance equal to six months’ base salary payable as salary continuation, together with COBRA (or Canadian equivalent) premium

reimbursement during the severance period, in each case conditioned upon her execution and non-revocation of a separation agreement and

general release of claims. If such a termination occurs within twelve months following a Change in Control (as defined in the Agreement),

Ms. Halisky is instead entitled to twelve months’ base salary continuation, continued medical benefits during that period, and full

accelerated vesting of all outstanding equity awards. The Agreement also contains confidentiality, non-disparagement, intellectual property

assignment, and non-solicitation/non-competition covenants applicable during employment and for six months following termination, and

is governed by the laws of the State of New York, with disputes (other than claims for injunctive relief for restrictive covenant breaches

and certain excluded claims) subject to binding arbitration administered by JAMS in New York, New York, under the Federal Arbitration

Act.

The foregoing description of the Agreement does

not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which

is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Independent Director Compensation Program

On August 5, 2026, the Board approved and established an annual cash compensation program for the Company’s non-employee independent directors (the

“Independent Director Cash Compensation Program”) in recognition of their service on the Board.

Under the Independent Director Cash Compensation

Program, each independent director will receive annual cash compensation of $50,000, payable quarterly in arrears in installments of $12,500

per quarter, with each quarterly payment made at the end of each calendar quarter, commencing as of July 1, 2026.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

10.1

Employment Agreement, dated as of July 1, 2026, between AIB Data Centers Inc. and Jolienne Halisky.

104

Cover Page Interactive

Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

Date: August 5, 2026

AIB DATA CENTERS INC.

/s/ Jerry Tang

Name:

Jerry Tang

Title:

Chief Executive Officer and President

EX-10.1 — EMPLOYMENT AGREEMENT, DATED AS OF JULY 1, 2026, BETWEEN AIB DATA CENTERS INC. AND JOLIENNE HALISKY

EX-10.1

Filename: ea030056701ex10-1.htm · Sequence: 2

Exhibit 10.1

EMPLOYMENT AGREEMENT

(this “Agreement”), dated as of July 1 2026, between AIB Data Centers Inc. (the “Company”) and Jolienne

Halisky (“Executive,” together with the Company, the “Parties” and, each, a “Party”).

WHEREAS, the Company

desires to employ Executive, and Executive desires to accept such employment, on the terms and conditions set forth in this Agreement;

NOW, THEREFORE,

on the basis of the foregoing premises and in consideration of the mutual covenants and agreements contained herein, the Parties agree

as follows:

1. Employment;

Title; Duties and Location. The Company hereby agrees to employ Executive, and Executive hereby accepts employment with the Company,

on the terms and subject to the conditions set forth herein. During the Employment Period (as defined herein), Executive shall serve the

Company as Chief Financial Officer and shall report exclusively and directly to the Chief Executive Officer. Executive shall perform the

duties consistent with Executive’s title and position and such other duties commensurate with such position and title as shall be

specified or designated by the Company from time to time. The principal place of performance by Executive of Executive’s duties

hereunder shall be her home in Canada, although Executive may be required to reasonably travel outside of such area in connection with

the performance of Executive’s duties.

2. Term.

Executive’s employment hereunder shall commence as of the date hereof (the “Commencement Date”) and continue

until terminated pursuant to the terms of this Agreement (the “Employment Period”).

3. Compensation.

During the Employment Period only (unless otherwise expressly provided for herein), Executive shall be entitled to the following compensation

and benefits.

3.1 Salary.

Executive shall receive a base salary (the “Base Salary”) payable in substantially equal monthly installments in accordance

with the Company’s normal payroll practices and procedures in effect from time to time and subject to applicable withholdings and

deductions. Executive’s starting Base Salary shall be at the annual rate of $225,000 USD.

3.2 Discretionary

Bonus. Executive shall be eligible to receive a discretionary performance-based bonus (a “Discretionary Bonus”)

with respect to each fiscal year of the Company (a “Fiscal Year”) based on the terms and conditions hereof. Any Discretionary

Bonus for the Fiscal Year in which the Commencement Date occurs (the “First Fiscal Year”) will be prorated based on

the number of days during the First Fiscal Year Executive was employed by the Company. A Discretionary Bonus, if any, will be determined

and paid at the sole and complete discretion of the Company and may be based on a variety of factors, including, but not limited to, Executive’s

individual performance and the overall performance of the Company. To be eligible for a Discretionary Bonus, at the time such Bonus is

paid, Executive must be employed by the Company and not given or been given notice of termination of employment. Any Discretionary Bonus

for a given Fiscal Year shall be paid within ninety (90) days after the end of such Fiscal Year.

3.3 Equity

Incentive Plan Participation. Executive will be eligible to participate in the Equity Incentive Plan, in accordance with the terms

of the applicable Plan and any applicable grant agreement.

3.4 Benefits.

Executive shall be eligible to receive or participate in all employee benefit programs and perquisites established from time to time by

the Company on a basis that is no less favorable than such programs and perquisites are provided by the Company to the Company’s

other senior executives, subject to the eligibility requirements and other terms of such programs and perquisites, and subject to the

Company’s right to amend, terminate or take other action with respect to any such programs and perquisites.

3.5 Vacation

and Other Paid Time Off. Executive shall be entitled to four (4) weeks of paid vacation, as well as five (5) paid sick days and any

other paid time off, each year in accordance with then current Company policy or applicable law.

3.6 Required

Taxes and Withholdings. The Company shall withhold from any payments made to Executive (including, without limitation, those made

under this Agreement) all taxes and withholdings as shall be required pursuant to any law or governmental regulation or ruling.

3.7 Clawback.

Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation, or any other compensation, paid

to the Executive pursuant to this Agreement or any other agreement or arrangement with the Company shall be subject to any clawback policy

adopted by the Company from time to time. Further, any such compensation that is subject to recovery under any law, government regulation,

or stock exchange listing requirement, shall be subject to such deductions and clawback as may be required to be made pursuant to such

law, government regulation, or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government

regulation, or stock exchange listing requirement). In particular, in the event of a restatement of the financial or operating results

of the Company, the Company may recover from the Executive incentive compensation that would not otherwise have been paid to the Executive

if the correct performance data had been used to determine the amount payable. The provision is intended to support the Company’s

compliance with applicable laws, including incentive-based compensation recovery requirements set forth in Section 10D of the Securities

Exchange Act of 1934, as added by Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

4. Exclusivity

and Best Efforts. During the Employment Period, Executive shall (i) in all respects conform to and comply with the lawful directions

and instructions given to Executive by the Company; (ii) devote Executive’s entire business time, energy and skill to Executive’s

services under this Agreement; (iii) use Executive’s best efforts to promote and serve the interests of the Company and to perform

Executive’s duties and obligations hereunder in a diligent, trustworthy, businesslike, efficient and lawful manner; (iv) comply

with all applicable laws and regulations, as well as the policies and practices established by the Company from time to time and made

applicable to its employees generally or senior executives; (v) not engage in any other business, profession or occupation for compensation

or otherwise; and (vi) not engage in any activity that, directly or indirectly,

impairs or conflicts with the performance of Executive’s obligations and duties to the Company.

5. Reimbursement

for Expenses. Executive is authorized to incur reasonable expenses in the discharge of the services to be performed hereunder in accordance

with the Company’s expense reimbursement policies, as the same may be modified by the Company from time to time in its sole and

complete discretion (the “Reimbursement Policies”). Subject to the provisions of Section 409A, the Company shall reimburse

Executive for all such proper expenses upon presentation by Executive of itemized accounts of such expenditures in accordance with the

terms of the Reimbursement Policies.

Termination.

6.1 Death.

Executive’s employment shall immediately and automatically be terminated upon Executive’s death.

6.2 Disability.

The Company may, subject to applicable law, terminate Executive’s employment due to a Disability by providing written notice of

such termination and its effective date to Executive. For purposes of this Agreement, “Disability” means a disability

that entitles Executive to benefits under the applicable Company long-term disability plan covering Executive and, in the absence of such

a plan, that Executive shall have been unable, due to physical or mental incapacity, to substantially perform Executive’s duties

and responsibilities hereunder for 120 days out of any 365 day period or for 90 consecutive days. In the event of any question as to the

existence, extent or potentiality of Executive’s Disability upon which the Company and Executive cannot agree, such question shall

be resolved by a qualified, independent physician mutually agreed to by the Company and Executive, the cost of such examination to be

paid by the Company. If the Company and Executive are unable to agree on the selection of such an independent physician, each shall appoint

a physician and those two physicians shall select a third physician who shall make the determination of whether Executive has a Disability.

The written medical opinion of such physician shall be conclusive and binding upon each of the Parties as to whether a Disability exists

and the date when such Disability arose. This section shall be interpreted and applied so as to comply with the provisions of the Americans

with Disabilities Act (to the extent applicable) and any applicable laws.

6.3

For Cause by the Company.

(a) For

purposes of this Agreement, the term “Cause” means (i) the willful and continual failure by Executive to perform the

duties or obligations of Executive’s employment with the Company or to carry out the reasonable and lawful directives of the Board

(which directives are consistent with Executive's position); provided such failure remains uncured for a period of thirty (30)

days after written notice describing the same is given to Executive; (ii) Executive's indictment for any crime which constitutes a felony

or indictment for any crime involving fraud, intentional or reckless dishonesty, misappropriation or embezzlement (other than any such

crime involving the Company or any of its affiliates); (iii) any act of fraud, dishonesty, misappropriation or embezzlement involving

the Company or any of its affiliates; (iv) use of alcohol or illegal drugs such as to interfere with the performance of Executive's obligations

hereunder or a violation of the Company's policy against sexual or other prohibited harassment (v) the indictment of Executive for any

crime involving an act of moral turpitude; (vi) any breach by Executive of the provisions of any confidentiality or restrictive covenant

agreement between Executive and the Company, or a material breach of this Agreement or any other written agreement between the Company

and Executive which remains uncured for a period of thirty (30) days after written notice describing the same is given to Executive; or

(vii) any attempt by the Executive to improperly secure any personal profit in connection with the business of the Company or any of its

affiliates.

6.4 Resignation

by Executive for Good Reason. Executive may resign Executive’s employment hereunder for Good Reason by written notice of

such resignation in compliance with the terms of this Section. For the purpose of this Agreement, “Good Reason”

means (i) a material and substantial diminution in Executive’s duties, authority, or responsibilities that would be

inconsistent with Executive’s position (other than while Executive is temporarily physically or mentally incapacitated, or as

required by applicable law), (ii) a material failure by the Company to pay Executive’s compensation as provided for herein; or

(iii) other material breach by the Company of a material provision of this Agreement or any other agreement between the Company and

Executive; provided, however, that such event shall constitute Good Reason only if (x) Executive has provided the Company

with written notice reasonably detailing the event giving rise to Good Reason within thirty (30) days after the initial occurrence

thereof or, if later, within thirty (30) days after the date upon which Executive first becomes aware of such event, (y) the Company

fails to cure such event within thirty (30) days after delivery to it of such written notice; and (z) Executive actually terminates

Executive’s employment for such uncured Good Reason event, on at least ten (10) days’ prior written notice, within

thirty (30) days following the expiration of such thirty (30) day period referred to in clause (y) above. Notwithstanding the

foregoing, during the Employment Period, in the event that the Company reasonably believes that Executive may have engaged in

conduct that could constitute Cause hereunder, the Company may, in its sole and absolute discretion, suspend Executive from

performing or alter Executive’s duties hereunder for a period of up to sixty (60) days, and in such event such suspension

shall not constitute an event pursuant to which Executive may terminate this Agreement with Good Reason; provided, however,

that no such suspension shall alter the Company’s obligations under this Agreement (including, without limitation, its

obligations to provide Executive compensation and benefits) during such period of suspension. Executive’s date of termination

in the event Executive resigns Executive’s employment for Good Reason shall be the effective date of Executive’s notice

of resignation for Good Reason, except that Company may waive all or any part of the above-referenced 10-day notice period or of the

30-day cure period, in which event Executive’s date of termination shall be the last day of such notice or cure period that

has not been waived or, if the entire notice or cure period has been waived, the date that Executive provided notice of the event

giving rise to Good Reason or of Executive’s resignation for Good Reason.

6.5 Without

Cause or Without Good Reason. The Company may terminate Executive’s employment without Cause, at any time, with or without prior

notice, in its sole and complete discretion, by providing written notice of such termination and its effective date to Executive. Likewise,

Executive may terminate Executive’s employment without Good Reason upon at least sixty (60) days prior written notice to the Company

without any liability. Termination of Executive’s employment without Cause by the Company or without Good Reason by Executive shall

not include termination of Executive’s employment due to Executive’s death or Disability.

6.6 Resignation

from Other Positions. Upon termination of Executive’s employment for any reason, Executive shall, upon request of the Company,

immediately be deemed to have resigned from all boards, offices and appointments held by Executive in or on behalf of the Company. In

furtherance hereof, upon Executive’s termination of employment, Executive, at the direction of the Board, shall immediately submit

to the Company letter(s) of resignation for any such boards, offices and appointments. If Executive fails to tender such letter(s) of

resignation, then the governing body or person with respect to such boards, offices and appointments will be empowered to remove Executive

from such boards, offices and appointments.

Effect of Termination of Employment.

7.1 Generally.

In the event Executive’s employment with the Company terminates, Executive shall have no right to receive any compensation, benefits

or any other payments or remuneration of any kind from the Company, except as otherwise provided in this Section, in any separate written

agreement between Executive and the Company or as may be required by law. In the event Executive’s employment with the Company is

terminated for any reason, Executive shall receive the following (collectively, the “Accrued Obligations”): (i) Executive’s

Base Salary through and including the effective date of Executive’s termination of employment (the “Termination Date”),

which shall be paid on the first regularly scheduled payroll date of the Company following the Termination Date or on or before any earlier

date as required by applicable law; (ii) payment of any vested benefit due and owing under any employee benefit plan, policy or program

pursuant to the terms of such plan, policy or program; and (iii) payment for unreimbursed business expenses subject to, and in accordance

with, the terms above, which payment shall be made within thirty (30) days after Executive submits the applicable supporting documentation

to the Company, and in any event no later than on or before the last day of Executive’s taxable year following the year in which

the expense was incurred.

7.2 Severance

Benefits. In the event that Executive’s employment is terminated by the Company without Cause or by Executive pursuant to Good

Reason, in addition to the Accrued Obligations, Executive shall be entitled to receive severance benefits (the “Severance Benefits”),

subject to and in accordance with the terms of this Section.

(a) Executive

shall receive payment of an amount (the “Severance Pay”) equal to Executive’s Base Salary immediately prior to

the Termination Date for a period of six (6) months (the “Severance Period”). The Severance Pay shall be paid in the

form of salary continuation, commencing within ninety (90) days following the Termination Date on the first regularly scheduled payroll

date of the Company that is processed after the effective date of the Separation Agreement (defined below), except that, if the

Separation Agreement may be executed and/or revoked in a calendar year following the calendar year in which the Termination Date occurs,

the Severance Pay shall commence on the first regularly scheduled payroll date of the Company in the calendar year in which the consideration

or, if applicable, release revocation period ends to the extent necessary to comply with Section 409A.

(b) During

the Severance Period, Executive shall be entitled to maintain Company medical benefits, either by remaining a participant in the Company’s

medical benefits plan, if permitted by the plan, or

by being reimbursed for any COBRA (or Canadian equivalent) premiums incurred by Executive, until the earlier of (i) when Executive is

offered substantially equivalent coverage by another employer; or (ii) the last day of the month in which the Severance Period ends.

of the Severance Benefits is conditioned on (i) Executive’s continued compliance in all material respects with Executive’s

continuing obligations to the Company, including, without limitation, the terms of this Agreement that survive termination of Executive’s

employment with the Company, and (ii) Executive signing (without revoking if such right is provided under applicable law) a separation

agreement and general release in a form of that provided to Executive by the Company on or about the Termination Date (the “Separation

Agreement”). Executive must so execute the Separation Agreement within sixty (60) days following the Termination Date (or such

shorter time as may be set forth in the Separation Agreement).

7.3 Change

in Control Severance Benefits. In the event that Executive’s employment is terminated by the Company without Cause or by Executive

pursuant to Good Reason, in either case within twelve (12) months of a Change in Control (as defined below), in addition to the Accrued

Obligations, Executive shall be entitled to receive severance benefits (the “CIC Severance Benefits”), subject to and

in accordance with the terms of this Section.

(a) Executive

shall receive payment of an amount (the “CIC Severance Pay”) equal to Executive’s Base Salary immediately prior

to the Termination Date for a period of twelve (12) months (the “CIC Severance Period”). The CIC Severance Pay shall

be paid in the form of salary continuation commencing within ninety (90) days following the Termination Date on the first regularly scheduled

payroll date of the Company that is processed after the effective date of the Separation Agreement (defined below), except that,

if the Separation Agreement may be executed and/or revoked in a calendar year following the calendar year in which the Termination Date

occurs, the CIC Severance Pay shall commence on the first regularly scheduled payroll date of the Company in the calendar year in which

the consideration or, if applicable, release revocation period ends to the extent necessary to comply with Section 409A.

(b) During

the CIC Severance Period, Executive shall be entitled to maintain Company medical benefits, either by remaining a participant in the Company’s

medical benefits plan, if permitted by the plan, or by being reimbursed for any COBRA (or Canadian equivalent) premiums incurred by Executive,

until the earlier of (i) when Executive is offered substantially equivalent coverage by another employer; or (ii) the last day of the

month in which the CIC Severance Period ends.

shall fully vest, on an accelerated basis, in any outstanding equity as of the Termination Date.

(d) For

purposes of this Section, “Change in Control” shall mean (i) the acquisition, by any one person or entity, or more

than one person or entity acting as a group, whether by reason of a partial or complete sale, merger, acquisition, consolidation, purchase,

or similar business transaction of the Company, of ownership of equity interests of the Company that, together with any equity interests

previously held by such person, entity or group, constitutes more than fifty percent (50%) of either

(i) the total fair market value or (ii) the total voting power of all of the Company’s issued and outstanding equity interests;

or (ii) the acquisition, by any one person or entity, or more than one person or entity acting as a group, of any assets of the Company

the value of which equals or exceeds 50% of the total fair market value of the Company; provided, however, no event shall constitute a

Change in Control for purposes of this Agreement if it is not a “change in control event” within the meaning of Section 409A

of the Code and the Treasury Regulations promulgated thereunder so as to constitute a permissible payment event under Section 409A of

the Code.

7.4 Termination

of References to Current Employment. Beginning on the day following the Termination Date, Executive (i) shall remove any reference

to the Company as Executive’s current employer from any social media or other web- or cloud-based source Executive either directly

or indirectly controls, including, but not limited to, LinkedIn, Facebook and Twitter, and (ii) will not represent that Executive is currently

employed by the Company to any person or entity, including, but not limited to, on any social media or other web- or cloud-based source

Executive either directly or indirectly controls.

8. Notice

of Termination. In the event Executive elects to terminate Executive’s employment hereunder, Executive shall provide the

Company with the applicable prior written notice of termination (the “Notice Period”). The Company may, in its

discretion, waive all or any portion of such Notice Period. The Company may require that, during the Notice Period, or part or parts

thereof, Executive does not do any of the following: (i) enter the Company’s premises; (ii) perform any work for the Company;

(iii) undertake any work for any third party whether paid or unpaid and whether as an employee or otherwise; (iv) have any contact

or communication with any client, customer or supplier of the Company; or (v) have any contact or communication with any employee,

officer, director, agent or consultant of the Company. The Company retains the right to terminate Executive’s employment for

Cause during the Notice Period.

Confidentiality, Non-Solicitation and Non-Competition.

9.1 Representations

and Acknowledgements. For purposes of Sections 9-12 and 14 hereof, the term “Company” shall refer to not only the Company,

but also, jointly and severally, to any entity, directly or indirectly, through one or more intermediaries, controlled by, in control

of, or under common control with, the Company (collectively, “Company Affiliates”). Executive acknowledges and agrees

that: (i) among the most valuable and indispensable assets of the Company are its Confidential Information (defined below) and close relationships

with its Customers (defined below) and Suppliers (defined below, which includes, without limitation, employees), which the Company has

devoted and continues to devote a substantial amount of time, money and other resources to develop; (ii) in connection with Executive’s

employment with the Company, Executive will be exposed to and acquire the Company’s Confidential Information and develop, at the

Company’s expense and support, special and close relationships with the Company’s Customers and Suppliers; (iii) the Company’s

Confidential Information and close Customer and Supplier relationships must be protected; (iv) this Section is a material provision of

this Agreement and the Company would not engage Executive hereunder but for the promises and acknowledgements that Executive makes in

this Section; (v) to the extent required by law, the covenants in this Agreement contain reasonable limitations as to time, geographical

area and scope of activities to be restricted and

such covenants do not impose a greater restraint on Executive than is necessary to protect the Company’s Confidential Information,

close Customer and Supplier relationships and other legitimate business interests; (vi) Executive’s compliance with such covenants

will not inhibit Executive from earning a living or from working in Executive’s chosen profession; and (vii) any breach of such

covenants will result in the Company being placed at an unfair competitive disadvantage and cause the Company serious and irreparable

harm to its business.

9.2

Confidential Information.

(a) Protection

of Confidential Information. During the Employment Period and at all times thereafter, Executive will not, except to the extent necessary

to perform Executive’s duties hereunder or as required by law, directly or indirectly, use or disclose to any third person, without

the prior written consent of the Company, any Confidential Information (defined below) of the Company. If it is necessary for Executive

to use or disclose Confidential Information so as to comply with any law, rule, regulation, court order, subpoena or other governmental

mandate or investigation, Executive shall give prompt written notice to the Company of such requirement (to the extent legally permissible),

disclose no more information than is so required, and cooperate with any attempts by the Company to obtain a protective order or similar

treatment. In the event that the Company is bound by a confidentiality agreement or understanding with a customer, vendor, supplier or

other party regarding the confidential information of such customer, vendor, supplier or other party, which is more restrictive than specified

above in this Section, and of which Executive has notice or is aware, Executive shall adhere to the provisions of such other confidentiality

agreement, in addition to those of this Section. Executive shall exercise reasonable care to protect all Confidential Information. Executive

will immediately give notice to the Company of any unauthorized use or disclosure of Confidential Information. Executive hereby represents

and warrants that it shall assist the Company in remedying any such unauthorized use or disclosure of Confidential Information. For purposes

of this Agreement, “Confidential Information” means all information of a confidential or proprietary nature regarding

the Company, its business or properties that the Company has furnished or furnishes to Executive, whether before or after the date of

this Agreement, or is or becomes available to Executive by virtue of Executive’s employment with the Company, whether tangible or

intangible, and in whatever form or medium provided, as well as all such information generated by Executive that, in each case, has not

been published or disclosed to, and is not otherwise known to, the public. Confidential Information includes, without limitation, customer

lists, customer requirements and specifications, designs, financial data, sales figures, costs and pricing figures, marketing and other

business plans, product development, marketing concepts, personnel matters (including employee skills and compensation), drawings, specifications,

instructions, methods, processes, techniques, computer software or data of any sort developed or compiled by the Company, formulae or

any other information relating to the Company’s services, products, sales, technology, research data, software and all other know-how,

trade secrets or proprietary information, or any copies, elaborations, modifications and adaptations thereof. For the avoidance of doubt,

Executive acknowledges and agrees that Confidential Information protected under this Agreement includes information regarding pay, bonuses,

benefits and perquisites offered to or received by employees of the Company, as well as non-public information regarding the unique and

special skills of specific employees and how such skills are valuable and integral to the Company’s operations.

Notwithstanding the foregoing, Confidential Information shall not include any information (i) that is generally known to the industry

or the public other than as a result of Executive’s breach of this covenant; (ii) that is made available to Executive by a third

party without that party’s breach of any confidentiality obligation; or (iii) which was developed by Executive outside or independent

of Executive’s performance of Executive’s services to or on behalf of the Company.

(b) Protected

Disclosures. Executive acknowledges that Executive has been notified in accordance with the federal Defend Trade Secrets Act (18 U.S.

Code § 1833(b)(1)) that an individual shall not be held criminally or civilly liable under any federal or state trade secret law

for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly

or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or

(b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Executive

also acknowledges that nothing in this Agreement shall be construed to prohibit Executive from reporting possible violations of law or

regulation to any governmental agency or regulatory body or making other disclosures that are protected under any law or regulation, or

from filing a charge with or participating in any investigation or proceeding conducted by any governmental agency or regulatory body.

In particular, notwithstanding the terms of this Section or any other provision of this Agreement, Executive is not prohibited from disclosing

factual information related to any claim of discrimination to law enforcement, the U.S. Equal Employment Opportunity Commission, the New

York State Division of Human Rights, or any local commission on human rights (including the New York City Commission on Human Rights),

or an attorney retained by Executive.

9.3

Non-Interference, Non-Competition and Non-Diversion.

(a) No

Interference with Customers. Executive agrees that, during the Restricted Period (defined below), regardless of whether, or on what

basis, Executive’s employment hereunder is terminated or any claim that Executive may have against the Company under this Agreement

or otherwise, Executive shall not, directly or indirectly (defined below), actually or attempt to, (i) solicit, induce, or cause any Customer

to terminate, reduce or refrain from renewing or extending its contractual or other business relationship with the Company; (ii) solicit,

induce or cause any Customer to become a customer of or enter into any contractual or other relationship with Executive or any other person

or entity for Competing Services (as defined below); and/or (iii) offer or provide to any Customer any Competing Services.

(b) No

Interference with Employees and Other Suppliers. Executive agrees that, during the Restricted Period, regardless of whether, or on

what basis, Executive’s employment hereunder is terminated or any claim that Executive may have against the Company under this Agreement

or otherwise, Executive shall not, directly or indirectly, actually or attempt to: (i) solicit, induce, or cause any Supplier of the Company

to terminate, reduce or refrain from renewing or extending such person’s or entity’s business or employment relationship with

the Company; (ii) solicit, induce or cause any employee of the Company to engage in Competing Services; or (iii) employ or otherwise engage

as an employee, independent contractor or consultant (1) any employee of the Company or (2)

any person who was employed by the Company within the then prior six-month period.

During the Restricted Period, regardless of whether, or on what basis, Executive’s employment hereunder is terminated or any claim

that Executive may have against the Company under this Agreement or otherwise, Executive shall not, directly or indirectly, actually or

attempt to, engage in the business of providing Competing Services within the Territory (as defined below).

(d) Notice

to Subsequent Employers. Upon commencing any engagement as a service provider (whether as an employee, independent contractor or otherwise)

during the Restricted Period, Executive shall expressly advise each new employer and each other new recipient of Executive’s services

of Executive’s continuing obligations to the Company under this Agreement and, in particular, this Section.

(e) Definitions.

For the purposes of this Agreement, the following terms shall have the following meanings.

(i) “Competing

Services” means products or services that are the same, similar or otherwise in competition with the products and services that

the Company is then currently offering (or of which Executive has knowledge, at the time in question, that the Company has plans to offer

within twelve (12) months) with which Executive was involved or about which Executive acquired Confidential Information.

(ii) “Customer”

means any company or individual: (i) who purchased products or services from the Company whom Executive contacted or served during the

Employment Period, for whom Executive supervised contact or service during the Employment Period or about whom Executive acquired Confidential

Information; and/or (ii) who was a potential customer of the Company within the one year immediately preceding the Termination Date and

(A) about whom Executive acquired Confidential Information or (B) who contacted Executive, whom Executive contacted, or for whom Executive

supervised contact regarding the potential purchase of products or services of the Company.

(iii) “directly

or indirectly” as it relates to an activity taken by Executive includes any activity taken directly by Executive or indirectly

on Executive’s behalf, including any activity taken in conjunction with any other person or entity, and including any activity taken

by Executive as an employee, agent, consultant, independent contractor, officer, director, principal, shareholder, equity holder, partner,

member, joint venturer, lender, investor or otherwise, except that nothing in this Agreement shall prohibit Executive from being a passive

holder, for investment purposes only, of not more than two percent (2%) of the outstanding stock of any company listed on a national securities

exchange, or actively traded in a national over-the-counter market.

(iv) “Restricted

Period” means the Employment Period and for a period of six (6) months thereafter, except that such period shall be extended

for any period therein during which Executive was in violation of any provision of this Section.

(v) “Supplier”

means any supplier of goods, services, funding, leads or prospects to the Company, including as an employee, independent contractor or

in any other capacity.

(vi) “Territory”

means any state in which the Company is doing business or in which it is contemplating to do business pursuant to a then current business

plan.

10.

Intellectual Property.

10.1 The

Company’s Proprietary Rights. Executive acknowledges and agrees that all Intellectual Property (defined below) created, made

or conceived by Executive (solely or jointly) during Executive’s employment by the Company (regardless of whether such Intellectual

Property was created, conceived or produced during Executive’s regular work hours or at any other time) that relates to the actual

or anticipated businesses of the Company or results from or is suggested by any work performed by employees or independent contractors

for or on behalf of the Company (“Company Intellectual Property”) shall be deemed “work for hire” and shall

be and remain the sole and exclusive property of the Company for any and all purposes and uses whatsoever as soon as Executive conceives

or develops such Company Intellectual Property, and Executive hereby agrees that its assigns, executors, heirs, administrators or personal

representatives shall have no right, title or interest of any kind or nature therein or thereto, or in or to any results and proceeds

therefrom. If for any reason such Company Intellectual Property is not deemed to be “work-for-hire,” then Executive hereby

irrevocably and unconditionally assigns all rights, title, and interest in such Company Intellectual Property to the Company and agrees

that the Company is under no further obligation, monetary or otherwise, to Executive for such assignment. Executive also hereby waives

all claims to any moral rights or other special rights (“Moral Rights”), including, without limitation, all rights

of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights,”

“artist's rights,” “droit moral” or the like, that Executive may have or may accrue in any Company Intellectual

Property. To the extent that any such Moral Rights cannot be assigned under applicable law, Executive hereby ratifies and consents to

any action that may be taken with respect to such Moral Rights by or on behalf of the Company and waives and agrees not to enforce any

and all such rights, including, without limitation, any limitation on subsequent modification, to the extent permitted under applicable

law. Executive shall promptly disclose in writing to the Company the existence of any and all Company Intellectual Property. As used in

this Agreement, “Intellectual Property” shall mean and include any ideas, inventions (whether or not patentable), designs,

improvements, discoveries, innovations, patents, patent applications, trademarks, service marks, trade dress, trade names, trade secrets,

works of authorship, copyrights, copyrightable works, films, audio and video tapes, other audio and visual works of any kind, scripts,

sketches, models, formulas, tests, analyses, software, firmware, computer processes, computer and other applications, creations and properties,

Confidential Information and any other patents, inventions or works of creative authorship.

10.2 Waiver.

In the event that Executive owns or claims any rights to Company Intellectual Property that cannot be assigned to the Company, Executive

irrevocably waives all claims and the enforcement of all such rights against the Company, and its respective officers directors, assigns

and licensees, and agrees, at the Company’s request and expense, to consent to and join in any action to enforce the

Company’s interests in such Company Intellectual Property. As to any rights to Company Intellectual Property that cannot be assigned

to the Company or waived by Executive, Executive irrevocably grants to the Company an exclusive, irrevocable, perpetual, worldwide, fully

paid and royalty-free license, with rights to license and sublicense, to reproduce, create derivative works, distribute, publicly perform

and publicly display by all means now known or later developed, any and all such Company Intellectual Property.

10.3 Cooperation

Regarding Intellectual Property. Executive agrees to assist the Company, and to take all reasonable steps, with securing patents,

registering copyrights and trademarks, and obtaining any other forms of protection for the Company Intellectual Property in the United

States and elsewhere. In particular, at the Company’s expense (except as noted in clause (i) below), Executive shall forthwith upon

request of the Company execute all such assignments and other documents (including applications for patents, copyrights, trademarks, and

assignments thereof) and take all such other action as the Company may reasonably request in order (i) to vest in the Company all of Executive’s

right, title, and interest in and to such Company Intellectual Property, free and clear of liens, mortgages, security interests, pledges,

charges, and encumbrances (“Liens”) (and Executive agrees to take such action, at Executive’s expense, as is

necessary to remove all such Liens) and (ii), if patentable or copyrightable, to obtain patents or copyrights (including extensions and

renewals) therefor in any and all countries in such name as the Company shall determine. In the event that Executive is unable or unavailable

or shall refuse to sign any lawful or necessary documents required in order for the Company to apply for and obtain any copyright or patent

with respect to any work performed by Executive in the course of his employment with the Company (including applications or renewals,

extensions, divisions or continuations), Executive hereby irrevocably designates and appoints the Company and its duly authorized officers

and agents as Executive’s agents and attorneys-in-fact to act for and in Executive’s behalf, and in Executive’s place

and stead, to execute and file any such applications or documents and to do all other lawfully permitted acts to further the prosecution

and issuance of copyrights and patents with respect to such Company Intellectual Property with the same legal force and effect as if executed

or undertaken by Executive.

10.4 No

infringement. Executive represents and warrants to the Company that all Intellectual Property Executive delivers to the Company shall

be original and shall not infringe upon or violate any patent, copyright or proprietary right of any person or third party.

10.5 License

to Prior Invention. If Executive in the course of Executive’s employment with the Company incorporates into a Company product

Intellectual Property that Executive has, alone or jointly with others, conceived, developed or reduced to practice prior to the commencement

of Executive’s employment with the Company in which Executive has a property right (each, a “Prior Invention”),

Executive hereby grants to the Company a perpetual, nonexclusive, royalty-free, irrevocable, worldwide license (with the full right to

sublicense) to make, have made, modify, use and sell such Prior Invention. Executive hereby represents and warrants that all Prior Inventions

have been listed by Executive on an exhibit hereto or, if no such list is attached, that there are no Prior Inventions. Executive will

not incorporate any Intellectual Property owned by any third party into any Company Intellectual Property without the Company’s

prior written permission.

10.6 Severability.

To the extent this Agreement is required to be construed in accordance with laws of any state which precludes as a requirement in an employee

agreement the assignment of certain classes of inventions made by an employee, this Section will be interpreted not to apply to any invention

which a court rules and/or the Company agrees falls within such classes.

11. Non-Disparagement.

During and after the Employment Period, Executive shall not make any disparaging statement (verbal, written or otherwise) about the Company

or its financial status, business, personnel, directors, officers, consultants, services or business methods. The preceding sentence,

however, shall not be interpreted or applied in a manner that would interfere with Executive’s rights, if any, under applicable

law. This Section does not apply to (i) truthful statements made in connection with legal proceedings, governmental and regulatory investigations

and actions; (ii) any other truthful statement or disclosure required by law; (iii) communications protected by the National Labor Relations

Act; or (iv) good faith intra-company statements made in furtherance of Executive’s duties to the Company.

12. Cooperation.

During and after the Employment Period, Executive shall assist and cooperate with the Company in connection with the defense or prosecution

of any claim that may be made against or by the Company, or in connection with any ongoing or future investigation or dispute or claim

of any kind involving the Company, including any proceeding before any arbitral, administrative, judicial, legislative, or other body

or agency, including testifying in any proceeding to the extent such claims, investigations or proceedings relate to services performed

or required to be performed by Executive, pertinent knowledge possessed by Executive, or any act or omission by Executive. Executive will

also perform all acts and execute and deliver any documents that may be reasonably necessary to carry out the provisions of this paragraph.

Further, if requested, Executive agrees to provide the Company with reasonable assistance, including, without limitation, providing information,

in connection with the transition of Executive’s employment duties and responsibilities to others and matters with which Executive

was involved during Executive’s employment with the Company. In seeking Executive’s assistance and cooperation under this

Section, the Company shall seek not to unreasonably interfere with Executive’s personal and other professional obligations. The

Company will reimburse Executive for reasonable expenses Executive incurs in fulfilling Executive’s obligations under this Section.

Notwithstanding the foregoing, this Section shall not be applicable to any claim by the Company against Executive or by Executive against

the Company.

13. Company

Property. Executive agrees that all Confidential Information, trade secrets, drawings, designs, reports, computer programs or data,

books, handbooks, manuals, files (electronic or otherwise), computerized storage media, papers, memoranda, letters, notes, photographs,

facsimile, software, computers, smart phones and other documents (electronic or otherwise), materials and equipment of any kind that Executive

has acquired or will acquire during the course of Executive’s employment with the Company are and remain the property of the Company.

Upon termination of employment with the Company, or sooner if requested by the Company, Executive agrees to return all such documents,

materials and records to the Company and not to make or take copies of the same without the prior written consent of the Company. With

regard to such documents, materials and records in electronic form, Executive shall first provide a copy to Company, and then irretrievably

delete such electronic information from her electronic devices and accounts, including but

not limited to computers, phones, personal email accounts, cloud storage accounts, and removable storage media. Executive agrees to provide

the Company access to Executive’s electronic devices as reasonably requested to verify that the necessary copying and/or deletion

is completed. Executive acknowledges and agrees that anything situated in any premises and owned, operated or managed by the Company,

including disks and other storage media, filing cabinets, and work areas, is subject to inspection by personnel of the Company at any

time with or without notice. Executive acknowledges and agrees that Executive has no expectation of privacy with respect to the Company’s

telecommunications, networking or information processing systems (including, without limitation, computer, telephone, wire, radio or electromagnetic,

photoelectronic or photo-optical systems) and that Executive’s activity and any files or messages on or using any of those systems

(including, without limitation, files, electronic mail or transmissions, voice messages, telephone conversations or transmissions or internet

access or usage) may be monitored at any and all times without notice by any lawful means. Notwithstanding anything in this Agreement

to the contrary, Executive shall be entitled to retain, following Executive’s termination of employment, information showing Executive’s

compensation or relating to reimbursement of business expenses incurred by Executive, and copies of this Agreement, any other agreement

between Executive and the Company and any Company benefit programs in which Executive participated.

14. Injunctive

Relief and Other Remedies. Executive acknowledges that a breach of Sections 9 through 13 of this Agreement will result in

material irreparable injury to the Company for which there is no adequate remedy at law, that it will not be possible to measure

damages for such injuries precisely and that, in the event of such a breach or threat thereof, the Company shall be entitled to

obtain a temporary restraining order and/or a preliminary and/or permanent injunction, without the necessity of posting a bond or of

proving irreparable harm or injury as a result of such breach or threatened breach of Sections 9 through 13, restraining Executive

from engaging in activities prohibited by Sections 9 through 13 and such other relief as may be required specifically to enforce any

of the provisions in Sections 9 through 13. Executive further agrees that, if Executive breaches any of the provisions in Sections 9

through 13 of this Agreement, to the extent permitted by law, Executive shall (i) forfeit Executive’s right to receive the

balance of any compensation and/or benefits due Executive under this Agreement; (ii) pay over to the Company all compensation,

profits, monies, accruals, increments or other benefits derived or received by Executive as the result of any action or transaction

constituting a breach of any provision thereof; and (iii) pay over to the Company all costs and expenses incurred by the Company

resulting from Executive’s breach (including, without limitation, reasonable attorneys’ fees and expenses in dealing

with Executive’s breach or any suits or actions with regard thereto) and for all damages (compensatory, along with punitive)

that may be awarded in connection therewith. The provisions of this section shall not limit any other remedies available to the

Company as a result of a breach of the provisions of this Agreement or otherwise. Additionally, each of the covenants and

restrictions to which Executive is subject under this Agreement, including, shall each be construed as independent of any other

provision in this Agreement, and the existence of any claim or cause of action by Executive against the Company, whether predicated

on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of such covenants and restrictions.

Moreover, if (notwithstanding the provisions to the contrary in Section 9.3 above) a court determines that any of the restrictive

covenants in Section 9.3 above are unenforceable in the event the Company terminates Executive’s employment without cause, for

such purpose only, cause shall not be limited to “Cause” as defined in Section 6.3 above, but instead means any

termination based on any act or omission of Executive, including, without limitation, Executive’s unsatisfactory work

performance, as determined by the Company in its sole and complete discretion.

15. Indemnification

and Liability Insurance. The Company shall indemnify Executive to the fullest extent permitted by law, in effect at the time of the

subject act or omission, and shall advance to Executive reasonable attorneys' fees and expenses as such fees and expenses are incurred

(subject to an undertaking from Executive to repay such advances if it shall be finally determined by a judicial decision which is not

subject to further appeal that Executive was not entitled to the reimbursement of such fees and expenses), and Executive will be entitled

to the protection of any insurance policies that the Company may elect to maintain generally for the benefit of its directors and officers

against all costs, charges and expenses incurred or sustained by Executive in connection with any action, suit or proceeding brought by

a third-party to which Executive may be made a party by reason of Executive’s being or having been a director, officer or employee

of the Company or any of its affiliates, or Executive’s serving or having served any other enterprise as a director, officer or

employee at the request of the Company (other than any dispute, claim or controversy arising under or relating to this Agreement), provided

that Executive acted within the scope of Executive’s duties as a director, officer or employee of the Company.] The Company covenants

to maintain during Executive's employment for the benefit of Executive (in Executive’s capacity as an officer and director of the

Company) Directors and Officers Insurance providing benefits to Executive no less favorable, taken as a whole, than the benefits provided

to the other similarly situated employees of the Company by the Directors and Officers Insurance maintained by the Company on the date

hereof; provided, however, that the Company may elect to terminate Directors and Officers Insurance for all officers and directors, including

Executive, if the Company determines in good faith that such insurance is not available or is available only at unreasonable expense.

16.

Miscellaneous Provisions.

16.1 IRCA

Compliance. This Agreement, and Executive’s employment with the Company, is conditioned on Executive’s establishing Executive’s

identity and authorization to work as required by the Immigration Reform and Control Act of 1986 (IRCA).

16.2 Section

409A Compliance. Unless otherwise expressly provided, any payment of compensation by Company to Executive, whether pursuant to

this Agreement or otherwise, shall be made no later than the 15th day of the third month (i.e., 2½ months)

after the later of the end of the calendar year or the Company’s fiscal year in which Executive’s right to such payment

vests (i.e., is not subject to a “substantial risk of forfeiture”) for purposes of Section 409A of the Internal

Revenue Code of 1986, as amended (“Section 409A”). For purposes of this Agreement, termination of employment

shall be deemed to occur only upon “separation from service” as such term is defined under Section 409A. Each payment

and each installment of any severance payments provided for under this Agreement shall be treated as a separate payment for purposes

of application of Section 409A. To the extent any amounts payable by the Company to Executive constitute “nonqualified

deferred compensation” (within the meaning of Section 409A) such payments are intended to comply with the requirements of

Section 409A, and shall be interpreted in accordance therewith. Neither party individually or in combination may accelerate, offset

or assign any such deferred payment, except in compliance with Section 409A. No amount shall be paid prior to the earliest date on

which it is permitted to be paid under Section 409A, including a six (6) month delay of termination payments made to specified

employees of a public company, to the extent then applicable. Executive shall have no discretion with respect to the timing of

payments except as permitted under Section 409A. Any Section 409A payments which are subject to execution of a waiver and release

which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as termination

of employment) occurs shall commence payment only in such following calendar year as necessary to comply with Section 409A. All

expense reimbursement or in-kind benefits subject to Section 409A provided under this Agreement or, unless otherwise specified in

writing, under any Company program or policy, shall be subject to the following rules: (i) the amount of expenses eligible for

reimbursement or in-kind benefits provided during one calendar year may not affect the benefits provided during any other year; (ii)

reimbursements shall be paid no later than the end of the calendar year following the year in which Executive incurs such expenses,

and Executive shall take all actions necessary to claim all such reimbursements on a timely basis to permit the Company to make all

such reimbursement payments prior to the end of said period, and (iii) the right to reimbursement or in-kind benefits shall not be

subject to liquidation or exchange for another benefit. Notwithstanding anything herein to the contrary, no amendment may be made to

this Agreement if it would cause the Agreement or any payment hereunder not to be in compliance with Code Section 409A.

16.3 Assignability

and Binding Effect. This Agreement shall inure to the benefit of and shall be binding upon the heirs, executors, administrators, successors

and legal representatives of Executive, and shall inure to the benefit of and be binding upon the Company, the Company Affiliates and

their successors and assigns, but the obligations of Executive are personal services and may not be delegated or assigned. Executive shall

not be entitled to assign, transfer, pledge, encumber, hypothecate or otherwise dispose of this Agreement, or any of Executive’s

rights and obligations hereunder, and any such attempted delegation or disposition shall be null and void and without effect. This Agreement

may be assigned by the Company to a person or entity that is an affiliate or a successor in interest to substantially all of the business

operations of the Company. Upon such assignment, the rights and obligations of the Company hereunder shall become the rights and obligations

of such affiliate or successor person or entity. Further, in the event Executive becomes employed by a parent, subsidiary or other affiliate

of the Company, this Agreement shall thereupon automatically be assigned to such parent, subsidiary or other affiliate and Executive consents

to be bound by the provisions of this Agreement for the benefit of the Company and/or any such parent, subsidiary or other affiliate of

the Company without the necessity that this Agreement be re-signed at the time of such transfer.

16.4 Right

of Set-Off. To the extent permitted by applicable law, the Company may at any time offset against any amounts owed to Executive hereunder

or otherwise due or to become due to Executive, or anyone claiming through or under Executive, any debt or debts due or to become due

from Executive to the Company.

16.5 Severability

and Blue Penciling. If any provision of this Agreement is held to be invalid, the remaining provisions shall remain in full force

and effect. However, if any court determines that any covenant in this

Agreement, is unenforceable because the duration, geographic scope or restricted activities thereof are overly broad, then such provision

or part thereof shall be modified by reducing the overly broad duration, geographic scope or restricted activities by the minimum amount

so as to make the covenant, in its modified form, enforceable.

16.6 Choice

of Law and Forum; Jury Waiver. This Agreement shall be interpreted and enforced in accordance with the laws of the State of

New York, without regard to its conflict-of-law principles, except to the extent that Section 16.7 below is governed by the Federal Arbitration

Act. The Parties (i) agree that any dispute between the Parties, including, without limitation, any dispute concerning or arising out

of this Agreement or Executive’s employment hereunder (or termination thereof) that is not subject to the arbitration provisions

below, shall be litigated exclusively in an appropriate state or federal court in or closest to New York County, New York; (ii) hereby

consent, and waive any objection, to the jurisdiction of any such court; (iii) hereby waive the right to a trial by jury and agree

that any such litigation shall not be heard by a jury; (iv) agree that service of process in any such litigation may be effected by

mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Party

at Executive’s or the Company’s address; and (v) agree that nothing in this Agreement shall affect the right to effect service

of process in any other manner permitted by the laws of New York.

16.7 Arbitration. Any

claim, dispute, or controversy between the Executive and the Company (which, for this purpose, shall include including any

of the Company’s partners, affiliated companies, successors, assigns, owners, directors, officers, shareholders, employees,

managers, members and agents), including without limitation, those arising out of or relating to this Agreement, Executive’s

employment with the Company or the termination thereof shall be submitted to final and binding arbitration pursuant to

the Federal Arbitration Act (“FAA”). Notwithstanding the foregoing, the following shall not be subject to

mandatory arbitration pursuant to this provision: (i) applications by any Party for temporary or preliminary injunctive relief in

aid of arbitration or for the maintenance of the status quo pending arbitration; (ii) claims for workers’ compensation

benefits; (iii) claims for unemployment insurance compensation benefits; (iv) to the extent required by law, administrative claims

or charges before applicable federal and state administrative agencies (such as the Equal Employment Opportunity Commission or

comparable state agency, and any unfair labor charge which is to be brought under the NLRA); and (v) claims that may not be subject

to pre-dispute mandatory arbitration agreements. Further, notwithstanding anything herein to the contrary, to the extent permitted

by applicable law and applicable JAMS rules and standards without invalidating this arbitration provision, the Company shall be

entitled to seek injunctive, provisional and/or equitable relief in a court proceeding as a result of Executive’s alleged

violation of any restrictive covenant obligations and any such proceeding shall be governed by Section 16.6 above. To the maximum

extent permitted by applicable law, the Parties agree that any claim each brings may not be initiated, maintained, heard or

determined on a class action, collective action, or representative action basis either in court or in arbitration, and that each is

not entitled to serve or participate as a class, collective or representative action member or representative or to receive any

recovery from a class, collective or representative action involving a claim against the other Party either in court or in

arbitration. Any claim brought by one Party may not be joined or consolidated with any other claim that does not involve precisely

the same parties. If a Party is included within any class action, collective action, or representative action in court or in

arbitration involving a claim against the other Party, such Party will take all steps necessary to opt-out of the action or refrain

from opting in, as the case may be. The arbitration process shall be confidential and private and administered by JAMS pursuant to

its Employment Arbitration Rules & Procedures in effect at the time the dispute is submitted (the “Arbitration

Rules”), which can be found at http://www.jamsadr.com, a copy of which will be provided to Executive upon

Executive’s request. Claims must be submitted to JAMS for arbitration in accordance with the Arbitration Rules for commencing

an arbitration, and within the applicable statute of limitations. The arbitration shall be conducted on a strictly confidential

basis, and Executive shall not disclose the existence or nature of any claim or defense; any documents, correspondence, pleadings,

briefing, exhibits, arguments, testimony, evidence, or information exchanged or presented in connection with any claim or defense;

or any rulings, decisions, or results of any claim or defense (collectively, “Arbitration Materials”) to any

third party, with the sole exception of Executive’s legal counsel, whom Executive shall ensure complies with these

confidentiality terms, and the arbitrator. The Parties may file and the arbitrator shall hear and decide at any point in the

proceedings any motion permitted by the Federal Rules of Civil Procedure. The arbitration proceedings will be held before a single,

neutral arbitrator in New York, New York. The fees of the arbitrator and all other costs that are unique to the arbitration process

shall be paid by the Company to the extent required by law and applicable JAMS rules and standards that may not be waived.

Otherwise, each party shall be solely responsible for paying his/her/its own costs for the arbitration, including, but not limited

to attorneys’ fees. The arbitrator shall have the authority to award any damages or relief authorized by law. The award of the

arbitrator shall be in writing and shall contain the arbitrator’s factual findings, legal conclusions and reasons for the

award. The award may be entered as a judgment in any court with jurisdiction over either Executive or the Company. Either Party may

bring an action in any court of competent jurisdiction to compel arbitration under this Agreement, to enforce an arbitration award

and to vacate an arbitration award. However, in actions seeking to vacate an award, the standard of review to be applied by said

court to the arbitrator’s findings of fact and conclusions of law will be the same as that applied by an appellate court

reviewing a decision of a trial court sitting without a jury. The Parties agree to take all steps necessary to protect the

confidentiality of the Arbitration Materials in connection with any court proceeding, agree to use their reasonable best efforts to

file any court proceeding permitted herein and all Confidential Information (and all documents containing Confidential Information)

under seal, and agree to the entry of an appropriate protective order encompassing the confidentiality terms of this Agreement. To

the extent any of the terms, conditions or requirements of this Agreement conflict with the Arbitration Rules, the terms, conditions

or requirements of this Agreement shall govern. Notwithstanding any provision of the Arbitration Rules to the contrary, any issue

concerning the validity or enforceability of any of the class action, collective action, and representative action waivers contained

in this Agreement (“Waivers”) shall be governed by and determined under and in accordance with the FAA and shall

be decided by a court of competent jurisdiction pursuant to Section 16.6. Any issue concerning arbitrability of a particular issue

or claim pursuant to this Agreement (except for issues concerning the validity or enforceability of any of the Waivers) must be

resolved by the arbitrator, not the court.

16.8 Notices.

Any notice or other communication under this Agreement shall be in writing and shall be delivered by hand, email, facsimile or

mailed by overnight courier or by registered or certified mail, postage prepaid to the address set forth below. Any notice so

addressed shall be deemed to be given: if delivered by hand or email, on the date of such delivery; if by facsimile, on the date of

such delivery if receipt on such day is confirmed and, if not so confirmed, on the next business day; if mailed by overnight

courier, on the first business day following the date of such mailing; and if mailed by registered or certified mail, on the third

business day after the date of such mailing.

(a)

If to Executive, to Executive’s address on the books and records of the Company.

(b)

If to the Company, to ____________, or at such other mailing address, email address or

facsimile number as it may have furnished in writing to Executive.

16.9 Survival

of Terms. All provisions of this Agreement that, either expressly or impliedly, contain obligations that extend beyond termination

of Executive’s employment hereunder, shall survive the termination of this Agreement and of Executive’s employment hereunder

for any reason.

16.10 Interpretation.

The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation

of this Agreement. The language in all parts of this Agreement shall in all cases be construed according to its fair meaning, and not

strictly for or against any Party. The Parties acknowledge that both of them have participated in drafting this Agreement; therefore,

any general rule of construction that any ambiguity shall be construed against the drafter shall not apply to this Agreement. In this

Agreement, unless the context otherwise requires, the masculine, feminine and neuter genders and the singular and the plural include one

another.

16.11 Further

Assurances. The Parties will execute and deliver such further documents and instruments and will take all other actions as may be

reasonably required or appropriate to carry out the intent and purposes of this Agreement.

16.12 Voluntary

and Knowing Execution of Agreement; Entire Agreement. Executive acknowledges that (i) Executive has had the opportunity to consult

an attorney regarding the terms and conditions of this Agreement before executing it, (ii) Executive fully understands the terms of this

Agreement including, without limitation, the significance and consequences of the post-employment restrictive covenants, and (iii) Executive

is executing this Agreement voluntarily, knowingly and willingly and without duress. This Agreement constitutes the entire understanding

and agreement of the Parties concerning the subject matter hereof, and it supersedes all prior negotiations, discussions, correspondence,

communications, understandings and agreements regarding such subject matter. Each Party acknowledges and agrees that such Party is not

relying on, and may not rely on, any oral or written representation of any kind that is not set forth in writing in this Agreement.

16.13 Waivers

and Amendments. This Agreement may be altered, amended, modified, superseded or cancelled, and the terms hereof may be waived,

only by a written instrument signed by the Parties or, in the case of a waiver, by the Party alleged to have waived compliance. Any

such signature of the Company must be by an authorized signatory for the Company. No delay by any Party in exercising any right,

power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any Party of any such right,

power or privilege, nor any single or partial exercise of any such right, power or privilege, preclude any other or further exercise

thereof or the exercise of any other such right, power or privilege.

16.14 Counterparts.

This Agreement may be executed in counterparts, and each counterpart, when executed, shall have the efficacy of a signed original. Photographic

copies, electronically scanned copies and other facsimiles of this Agreement (including such signed counterparts) may be used in lieu

of the originals for any purpose.

IN WITNESS WHEREOF, the Parties have

executed and delivered this Agreement as of the date first above written.

/s/ JOLIENNE HALISKY

JOLIENNE HALISKY

AIB DATA CENTERS INC.

By:

/s/ Jerry Tang

Name:

Jerry Tang

Title:

CEO

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