Form 8-K
8-K — AIB Data Centers Inc.
Accession: 0001213900-26-092594
Filed: 2026-08-21
Period: 2026-08-19
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 — ea0302931-8k_aibdata.htm (Primary)
EX-10.1 — SEPARATION AGREEMENT AND GENERAL RELEASE, DATED AS OF AUGUST 13, 2026, BY AND BETWEEN AIB DATA CENTERS INC. AND EYAL ROZEN (ea030293101ex10-1.htm)
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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):
August 19, 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 Arrangement of Certain Officers.
On August 14, 2026, Eyal Rozen resigned from his
position as Chief Operating Officer of AIB Data Centers Inc. (the “Company”), effective immediately.
In connection with Mr. Rozen’s departure,
the Company and Mr. Rozen entered into a Separation Agreement and General Release (the “Separation Agreement”), dated as of
August 13, 2026 and executed on August 19, 2026, which will become effective on August 27, 2026, and is subject to a seven-day revocation
period.
Pursuant to the Separation Agreement, Mr. Rozen
will be entitled to receive: (i) his base salary through the termination date; (ii) reimbursement of unreimbursed business expenses incurred
per existing Company policies; and (iii) three months of salary continuation at his current annual base salary rate, payable in accordance
with the Company’s regular payroll schedule, beginning on the first regularly scheduled payroll date processed after the effective
date of the Separation Agreement. In addition, the Company will reimburse Mr. Rozen for the full monthly health insurance premium for
himself and his spouse under COBRA, until the earlier of December 31, 2026 or such time as Mr. Rozen becomes eligible for benefit coverage
through another employer.
The foregoing separation payments and benefits
are conditioned upon Mr. Rozen’s non-revocation of a general release of claims against the Company and his continued compliance
with certain restrictive covenant obligations, including non-disparagement, non-competition, non-solicitation, and confidentiality obligations
as set forth in the Separation Agreement. The non-competition and non-solicitation obligations apply during the three-month severance
period.
The Separation Agreement is governed by the laws
of the State of New York.
The foregoing description
of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the 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.
Item 9.01 — Financial Statements and
Exhibits.
(d) Exhibits
Exhibit 10.1
Separation Agreement and General Release, dated as of August 13, 2026, by and between AIB Data Centers Inc. and Eyal Rozen
Exhibit 104
Cover Page Interactive Data File (embedded within the Inline
XBRL document)
1
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 21, 2026
AIB Data Centers Inc.
/s/ Jerry Tang
Name:
Jerry Tang
Title:
Chief Executive Officer
2
EX-10.1 — SEPARATION AGREEMENT AND GENERAL RELEASE, DATED AS OF AUGUST 13, 2026, BY AND BETWEEN AIB DATA CENTERS INC. AND EYAL ROZEN
EX-10.1
Filename: ea030293101ex10-1.htm · Sequence: 2
Exhibit 10.1
SEPARATION AGREEMENT
AND GENERAL RELEASE
This SEPARATION AGREEMENT AND GENERAL RELEASE (“Agreement”),
dated as of August 13, 2026, is entered into by and between AIB Data Centers Inc. (the “Company”) and Eyal Rozen (“Executive,”
together with the Company, the “Parties” and, each, a “Party”). In consideration of the mutual promises
and agreements contained in this Agreement, and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the Parties agree as follows:
1. Resignation
of Employment. Executive has resigned from the Company and his employment as Chief Operating Officer will be terminated effective
August 14, 2026 (the “Termination Date”). Executive will be paid Executive’s regular base salary through the
Termination Date. The Company will reimburse Executive for unreimbursed business expenses incurred per existing Company policies, provided
such expenses are or have been submitted for reimbursement to the Company in a manner consistent with Company policy no later than the
Termination Date.
2. Benefits
in Exchange for Signing Agreement. In consideration for timely executing and not revoking this Agreement, complying with any transition
obligations through the Termination Date, and Executive’s adherence to any obligations Executive may have to the Company under this
Agreement or otherwise, Executive shall receive:
2.1 Three
(3) months of salary continuation at Executive’s current annual base salary rate (the “Severance Payment”). The
Severance Payment shall be less all applicable federal, state and local taxes and withholdings and will be reflected in an IRS Form W-2.
The Severance Payment will be paid in accordance with the Company’s regular payroll schedule, beginning on the first regularly scheduled
payroll date processed after the Effective Date (such period of time during which the Severance Payment is paid out, the “Severance
Period”).
2.2 Except
as may be expressly provided under the terms of the applicable benefit plans, Executive’s participation in the Company’s employee
benefit plans and programs will end as of the Termination Date or at the end of the month of separation, as applicable. If Executive currently
has health insurance coverage under a Company plan, Executive may be eligible to continue coverage at his own expense under COBRA. Executive
will be provided separate paperwork which explains how and when to elect COBRA benefits. Provided that Executive signs and does not revoke
this Agreement, and provided further that Executive is eligible for and timely elects COBRA coverage, the Company will reimburse Executive
for the full monthly health insurance premium for Executive and his spouse, until the earlier of: (i) December 31, 2026, or (ii) such
time as Executive becomes eligible for benefit coverage through another employer or otherwise. Executive agrees to inform the Company
in writing within ten (10) days of becoming eligible for coverage through another employer or otherwise.
3. No
Other Payments and Other Representations. Executive represents, warrants and acknowledges that the Company owes Executive no wages,
overtime pay, commissions, bonuses, sick pay, personal leave pay, severance pay, vacation pay or other compensation or benefits or payments
or form of remuneration of any kind or nature, other than that specifically provided for in this Agreement.
4. General
Release. For good and valuable consideration, including without limitation the payments and benefits provided above, Executive, for
and on behalf of Executive and Executive’s former and current heirs, executors, administrators, agents, representatives, attorneys,
family members, decedents, dependents, affiliates, successors and assigns, hereby voluntarily, knowingly and willingly releases, acquits
and forever discharges the Company and its former and current parents, subsidiaries, divisions, affiliates, predecessors, successors,
and assigns, and each of their former and current agents, employees, officers, directors, shareholders, members, partners, trustees, heirs,
joint venturers, payroll and benefits providers, attorneys, representatives, owners and servants, (collectively, the “Company
Release Parties”) from any and all claims, costs, defenses, or expenses of any kind or nature whatsoever (collectively, “Claims”),
whether known or unknown, foreseen or unforeseen, that Executive ever had, now has or may have based upon any matter, fact, cause or thing,
occurring from the beginning of time up to and including the date Executive executes this Agreement, including, without limitation, all
Claims regarding Executive’s engagement with the Company, any events that may have occurred during the course of Executive’s
engagement or the termination of Executive’s engagement, or any other matters or Claims of any kind or nature. This includes, without
limitation, a release of any Claims for wages, overtime, bonuses or other compensation, breach of contract, wrongful discharge, disability
benefits, life, health and medical insurance, sick leave, or any other fringe benefit, engagement discrimination, unlawful harassment,
retaliation, classification, emotional distress, violations of public policy, defamation, fraudulent misrepresentation or inducements
and severance pay. Executive is also specifically releasing any rights or Claims Executive may have, if any, under common law or the Worker
Adjustment Retraining and Notification Act, the Age Discrimination in Employment Act (“ADEA”) (which prohibits discrimination
in engagement based on age), Older Workers Benefit Protection Act of 1990 (“OWBPA”) (which also prohibits discrimination
in engagement based on age), Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, the
Rehabilitation Act, the Family and Medical Leave Act, the Labor Management Relations Act, the Equal Pay Act, the Americans with Disabilities
Act, the Employment Retirement Income Security Act, the Fair Labor Standards Act of 1938 (to the extent such claims may be lawfully released),
the Sarbanes-Oxley Act of 2002, the Genetic Information and Non-Discrimination Act, the New York Labor Law, the New York Human Rights
Law, the New York City Human Rights Law, the New York City Charter and Administrative Code, the New York City Earned Safe and Sick Time
Act, the New York State Labor Relations Act, Article 23-A of the New York State Corrections Law, the New York Whistleblower Statute, the
New York State Paid Family Leave Act, the New York State Worker Adjustment and Retraining Notification Act, the retaliation provisions
of New York Workers’ Compensation Law, the New York State Health and Essential Rights (HERO) Act, the New York laws for jury duty, voting,
bone marrow, blood donation and military family leave, the New York Fair Credit Reporting Act, all the above statutes as amended from
time to time, and any other federal, state or local laws, rules, ordinances or regulations, whether equal engagement laws, rules or regulations
or otherwise or any right under any Company pension, welfare, or stock plans. This release covers both Claims that Executive knows about,
and those that Executive may not know about. By signing this Agreement, Executive is forever giving up Executive’s rights to make
the aforementioned Claims or demands. Notwithstanding the foregoing, nothing contained herein shall be construed to alter, limit, or release
(i) any claim or right to indemnification and/or contribution Executive may have pursuant to applicable law, the Company’s governance
instruments or otherwise for acts committed during the scope of Executive’s engagement with the Company; (ii) coverage, if any,
under any Company liability insurance policy; (iii) any claim or right under state unemployment and workers’ compensation statutes;
(iv) any right Executive may have to a vested benefit under any retirement or welfare plan of the Company; (v) any other claim or right
that may not be released by private agreement; and (vi) any claim arising from obligations of the Company to Executive that are expressly
set forth in this Agreement.
2
5. No
Pending Lawsuits; No Basis for a Claim. Executive represents and warrants that Executive has not filed any Claim, lawsuit or charge
against any of the Company Release Parties. Executive further hereby acknowledges and agrees that Executive has never asserted, and is
not presently asserting, any claim of sexual harassment or sexual assault against the Company. Executive represents and warrants that
Executive is not aware of any factual or legal basis for any claim that the Company is in violation of any whistleblower, corporate compliance,
or other regulatory obligation of the Company under international, federal, state or local law, rule or Company policy.
6. Covenant
Not to Sue; No Assignment of Claims. Executive hereby promises never to file a Claim, lawsuit or charge asserting any Claims that
Executive has released above, except that nothing in this Agreement shall prevent Executive from filing a charge or complaint with or
from participating in an investigation or proceeding conducted by the Equal Employment Opportunity Commission (EEOC), National Labor Relations
Board (NLRB), the Securities and Exchange Commission, or any other federal, state or local agency charged with the enforcement of any
laws. However, to the extent any such charge or complaint or any other Claim is made against any of the Company Release Parties (including
by the EEOC or NLRB), Executive expressly waives any Claim to any form of monetary or other damages, or any other form of individual recovery
or relief in connection with any such charge, complaint or Claim, except that this Agreement does not limit Executive’s right to
receive an award for information provided to any government agency. Executive further represents and warrants that Executive has not heretofore
assigned or transferred, or purported to assign or transfer, to any person, firm, corporation or entity any Claim or other matter herein
released. Notwithstanding the foregoing, nothing herein shall prohibit Executive from challenging the validity of the ADEA or OWBPA waiver
herein; however, in the event Executive unsuccessfully does so, Executive may be held liable for the Company’s attorney’s
fees and costs to the same extent that successful defendants are allowed attorney’s fees under the ADEA and/or OWBPA.
7. Collective/Class
Action Waiver. To the extent Executive possesses any Claims notwithstanding the release set forth above, to the extent permitted by
law, Executive waives any right or ability to be a class or collective action representative or to otherwise participate in any
putative or certified class, collective or multi-party action or proceeding based on any such claim in which the Company or any
other Company Release Parties is a party.
8. Consequences
of Executive’s Violation of Promises. If Executive breaches this Agreement including, but not limited to, by filing, bringing
or participating in any Claims or actions contrary to Executive’s agreements and representations made herein, in addition to any
other rights and remedies the Company may have, (i) Executive will immediately repay to the Company all amounts received by Executive
hereunder; (ii) Executive shall forfeit all rights to any and all future payments and benefits, if any, to be provided under this Agreement;
and (iii) Executive agrees to pay all costs and expenses, including reasonable attorneys’ fees, incurred by the Company or any of
the Company Release Parties in defending against such Claims or actions brought by Executive or on Executive’s behalf or in enforcing
the terms of this Agreement. The preceding sentence shall not apply to any Claims that Executive files under ADEA or OWBPA or any challenge
that Executive makes to the validity of the ADEA or OWBPA waiver contained in this Agreement. In the event Executive unsuccessfully challenges
the validity of the ADEA or OWBPA waiver herein, Executive may be held liable for the Company’s attorneys’ fees and costs to the same
extent that successful defendants are allowed attorneys’ fees under the ADEA and/or OWBPA.
3
9. Return
of Company Property. For purposes of Sections 9-15 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
all information (in paper or electronic form), materials and equipment of any kind that Executive created or acquired during the course
of Executive’s engagement with the Company (collectively, “Company Property”) are and remain the property of
the Company. Such Company Property includes, without limitation, books, handbooks, manuals, files, papers, memoranda, letters, facsimiles,
photographs/images, audio recordings/files, electronically stored information, software, computers, and smartphones. Executive agrees
that Executive has an obligation to return all Company Property to the Company and covenants and represents that, as of Executive’s
execution of this Agreement, (i) Executive has returned to the Company all Company Property (including that in electronic form); (ii)
Executive has not made or taken copies of such Company Property; and (iii) Executive has completely removed all electronically stored
Company Property from all storage media in Executive’s possession, custody or control, including, without limitation, from Executive’s
home computer system(s) and any external disk or flash drives. Notwithstanding the foregoing, Executive shall be entitled to retain, following
Executive’s termination of engagement, information showing Executive’s compensation or relating to reimbursement of business
expenses incurred by Executive, and copies of any agreements between Executive and the Company and any Company benefit programs in which
Executive participated.
10. Cooperation.
Executive agrees to assist and to 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 Section. If requested, Executive agrees to
provide the Company with reasonable assistance, including, without limitation, providing information, in connection with the transition
of Executive’s engagement duties and responsibilities to others and matters with which Executive was involved during Executive’s
engagement with the Company. The Company will reimburse Executive for reasonable expenses Executive incurs in fulfilling Executive’s
obligations under this Section.
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11. Restrictive
Covenant Obligations.
11.1 Existing
Obligations. Executive agrees that he remains subject to, and agrees to abide by, any and all existing restrictive covenant obligations
under any agreement between Executive and the Company, including but not limited to those restrictions set forth in the Offer Letter and
Nondisclosure Agreement, each dated January 14, 2026.
11.2 Non-Disparagement.
Executive agrees that Executive will not make, or cause to be made, any disparaging, negative or adverse statements whatsoever, whether
in public or private, and whether written, oral or otherwise, concerning any of the Company Release Parties or their respective businesses,
products or services. This Section does not apply to factual statements made in connection with legal proceedings, governmental and regulatory
investigations and actions, and internal Company investigations or any other statement or disclosure required by law.
11.3 No
Interference with Customers. Executive agrees that, during the Severance Period, Executive shall not, directly or indirectly, actually
or attempt to, (i) solicit, induce, or cause any actual or potential customer or client of the Company to terminate, reduce or refrain
from renewing or extending its contractual or other business relationship with the Company; (ii) solicit, induce or cause any actual or
potential customer or client of the Company to become a customer of or enter into any contractual or other relationship with Executive
or any other person or entity; and/or (iii) offer or provide to any actual or potential customer or client of the Company any Competing
Services to those offered by the Company. “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.
11.4 Non-Competition.
During the Severance Period, Executive shall not, directly or indirectly, actually or attempt to, engage in the business of providing
Competing Services in the United States.
12. Requests
for Information and Testimony. Executive agrees that, in the event Executive is contacted by any person or entity seeking information
or testimony from Executive in connection with Executive’s or others’ engagement, duties or activities at the Company (including,
without limitation, knowledge Executive came into possession of in connection with Executive’s engagement with the Company), Executive
shall, to the extent permitted by law, (i) prior to providing any such information or testimony and within 4 days of receipt of such request,
advise the Company that such information or testimony is sought, (ii) cooperate with the Company and its representatives (including its
counsel) in connection with the request for such information or testimony; and (iii) refuse to provide such information or testimony absent
legal requirement to do so. If Executive is legally required to comply with such request for information or testimony (e.g., if
such request is in the form of a subpoena or other legal process), to the extent permitted by law, Executive shall, and in advance of
providing any response and within 4 days of receipt of such request, provide written notice to the Company of such request so that it
may seek to assert its rights and interests in connection with such request. Notwithstanding the foregoing, nothing in this Agreement
shall prohibit or restrict Executive from providing information to or otherwise cooperating with a governmental or law enforcement organization,
without providing notice to the Company.
5
13. Confidential
Information. Executive shall not hereinafter, except as may be required by law, directly or indirectly, use, reproduce or disclose
to any third person, without the prior written consent of the Company, any Confidential Information (as 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, regulations, 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, which shall not be superseded by 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 Executive shall assist the Company in remedying any such unauthorized
use or disclosure of Confidential Information. Executive acknowledges that Executive has been notified in accordance with the federal
Defend Trade Secrets Act (18 U.S. Code § 1836) 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. 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. For purposes of this Agreement, “Confidential Information” means all
information of a confidential or proprietary nature regarding the Company or 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 became available to Executive by virtue of Executive’s
engagement by the Company, whether tangible or intangible, and in whatever form or medium provided, as well as all information Executive
generated that contains, reflects or is derived from such information that, in each case, has not been published or disclosed to, and
is not otherwise known to, the public. The term, “Confidential Information” shall include, but not be limited to, 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. 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 services on behalf
of or to the Company.
14. Confidentiality
of this Agreement. The terms of this Agreement, including the specific amount paid hereunder, are and shall be kept confidential by
Executive and shall not hereafter be disclosed by Executive to any other person or entity, including, without limitation, any current,
former or future employees of the Company Release Parties, except (i) as may be required by law; (ii) as may be required by any taxing
authority; (iii) to Executive’s counsel, accountants, or financial advisors; (iv) as may be required in the performance or enforcement
of this Agreement, and (v) to Executive’s immediate family members, as necessary, provided in the cases of clauses (iii) and (v),
Executive makes the person to whom disclosure is made aware of the confidentiality provisions of this Agreement and such person to whom
disclosure is to be made agrees to keep the terms and conditions of this Agreement fully confidential.
6
15. Miscellaneous.
15.1 Entire
Agreement. This Agreement sets forth the entire agreement between the Parties and fully supersedes any and all prior agreements or
understanding between them pertaining to the separation of Executive’s engagement with the Company. Notwithstanding the foregoing,
any post-engagement restrictive covenants (such as, without limitation, covenants of confidentiality, non-solicitation or non-competition)
contained in any other agreement between Executive and the Company shall remain in full force and effect, except to the extent expressly
provided by this Agreement. This Agreement may not be altered, modified, amended or changed, in whole or in part, except in writing executed
by Executive and Company. The Company and Executive acknowledge and agree that they are not relying on, and they may not rely on, any
oral or written representation of any kind that is not set forth in writing in this Agreement.
15.2 Severability.
If any provision of this Agreement is held to be invalid, the remaining provisions shall remain in full force and effect. However, the
invalidity of any such provision shall have no effect upon, and shall not impair the enforceability of the release language set forth
herein, provided that, upon a finding by a court of competent jurisdiction that the release language found in Section is unenforceable,
the Company shall rewrite Section to cure the defect and Executive shall re-execute the release upon request, and Executive shall not
be entitled to any additional monies, benefits and/or compensation therefor.
15.3 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. No provision in this Agreement will be interpreted in favor of, or against, any of the Parties by reason
of the extent to which any such Party or its counsel participated in the drafting thereof or by reason of the extent to which any such
provision is inconsistent with any prior draft hereof or thereof. In this Agreement, unless the context otherwise requires, the masculine,
feminine and neuter genders and the singular and the plural include one another.
15.4 No
Admission. Nothing contained in this Agreement, nor the fact that the Parties sign this Agreement, shall be considered as an admission
of any type by either Party.
15.5 Waiver.
No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel against the enforcement of
any provision of this Agreement except by written instrument signed by the Party charged with such waiver or estoppel. No such written
waiver shall be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate only as to the specific
term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than that specifically
waived.
15.6 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. Executive agrees that any dispute concerning or arising out of this Agreement shall
be litigated, without a jury, exclusively in an appropriate state or federal court in New York County, New York and hereby irrevocably
consents and waives any objection to the jurisdiction of any such court.
15.7 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.
7
15.8 Period
for Review and Right to Revoke. Company and Executive acknowledge and agree that, (i) Executive will have twenty-one (21) days from
the receipt of this Agreement in which to consider its terms (including, without limitation, Executive’s release and waiver of any
and all claims under the ADEA) before executing it, which execution must be on or following the Termination Date; (ii) changes to the
terms of this Agreement, whether material or immaterial, will not restart this twenty-one (21) day period; and (iii) Executive will have
seven (7) days after Executive’s execution of this Agreement in which to revoke Executive’s acceptance of this Agreement,
in which event a written notice of such revocation must be received by Song Liang (song.liang@vcvdigital.com) on or before the seventh
(7th) day. This Agreement will become effective and enforceable on the eighth (8th) day after Executive’s
execution of this Agreement pursuant to the terms of this Section (the “Effective Date”), provided (A) Executive has executed
and delivered this Agreement to Song Liang (song.liang@vcvdigital.com) after the Termination Date and on or before the date that is twenty-one
days following Executive’s receipt of this Agreement from the Company (B) Executive has not previously revoked this Agreement pursuant
to the above terms.
15.9 Voluntary
and Knowing Execution of Agreement. Executive acknowledges that (i) Executive has been advised by the Company to consult an attorney
regarding any potential claims as well as 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 General Release, including that it
includes a release of age discrimination claims; (iii) Executive is executing this Agreement in exchange for consideration to which Executive
would not otherwise be entitled, and (iv) Executive is executing this Agreement voluntarily, knowingly and willingly and without duress.
[The remainder of this page is intentionally
blank; signature page follows.]
8
IN WITNESS WHEREOF, the Parties have executed this
Agreement as of the date first written above.
AIB DATA CENTERS INC.
EXECUTIVE
By:
/s/ Song
Liang
/s/ Eyal
Rozen
Name:
Song Liang
Eyal Rozen
Title:
People Operations Manager, AIB
Dated: 8/13/2026
Dated: 8/19/2026
[Signature page to Separation Agreement and
General Release.]
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