Form 8-K

8-K — Zone Frontier Inc.

Accession: 0001213900-26-113843

Filed: 2026-10-29

Period: 2026-10-23

CIK: 0001956741

SIC: 2842 (SPECIALTY CLEANING, POLISHING AND SANITATION PREPARATIONS)

Item: Material Modifications to Rights of Security Holders

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

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Financial Statements and Exhibits

Documents

8-K — ea0310062-8k_zone.htm (Primary)

EX-3.1 — CERTIFICATE OF CHANGE, FILED WITH THE SECRETARY OF STATE OF THE STATE OF NEVADA ON OCTOBER 23, 2026 (ea031006201ex3-1.htm)

EX-10.1 — SEVERANCE AND RELEASE AGREEMENT, DATED OCTOBER 23, 2026, BY AND BETWEEN ZONE FRONTIER INC. AND TRAVIS BUCHANAN (ea031006201ex10-1.htm)

EX-10.2 — SEVERANCE AND RELEASE AGREEMENT, DATED OCTOBER 23, 2026, BY AND BETWEEN ZONE FRONTIER INC. AND GARY HOLLST (ea031006201ex10-2.htm)

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GRAPHIC (ea031006201_ex3-1img2.jpg)

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8-K — CURRENT REPORT

8-K (Primary)

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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):

October 23, 2026

ZONE FRONTIER INC.

(Exact name of registrant as specified in its charter)

Nevada

001-42033

88-4042082

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

5718 Westheimer Road, Suite 1000, Houston, Texas

77057

(Address of principal executive offices)

(Zip Code)

(713) 352-3977

(Registrant’s telephone number, including

area code)

N/A

(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, par value $0.0001 per share

ZONE

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 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.

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.

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).

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

EX-3.1 — CERTIFICATE OF CHANGE, FILED WITH THE SECRETARY OF STATE OF THE STATE OF NEVADA ON OCTOBER 23, 2026

EX-3.1

Filename: ea031006201ex3-1.htm · Sequence: 2

Exhibit 3.1

EX-10.1 — SEVERANCE AND RELEASE AGREEMENT, DATED OCTOBER 23, 2026, BY AND BETWEEN ZONE FRONTIER INC. AND TRAVIS BUCHANAN

EX-10.1

Filename: ea031006201ex10-1.htm · Sequence: 3

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

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”).

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.”

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”).

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;

(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.

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.

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.

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.

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.

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.

(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]

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.

EX-10.2 — SEVERANCE AND RELEASE AGREEMENT, DATED OCTOBER 23, 2026, BY AND BETWEEN ZONE FRONTIER INC. AND GARY HOLLST

EX-10.2

Filename: ea031006201ex10-2.htm · Sequence: 4

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

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”).

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.”

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.

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;

(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.

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