Form 8-K
8-K — AIB Data Centers Inc.
Accession: 0001213900-26-113119
Filed: 2026-10-28
Period: 2026-10-23
CIK: 0002070542
SIC: 6221 ()
Item: Entry into a Material Definitive Agreement
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — ea0309727-8k_aibdata.htm (Primary)
EX-10.1 — FORM OF INDEMNIFICATION AGREEMENT (ea030972701ex10-1.htm)
EX-10.2 — OFFER LETTER, DATED OCTOBER 23, 2026, BY AND BETWEEN THE COMPANY AND JASON BURNETT (ea030972701ex10-2.htm)
EX-10.3 — SITE DELIVERY BONUS AGREEMENT, DATED OCTOBER 23, 2026, BY AND BETWEEN THE COMPANY AND JASON BURNETT (ea030972701ex10-3.htm)
EX-99.1 — PRESS RELEASE, DATED OCTOBER 28, 2026 (ea030972701ex99-1.htm)
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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
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, Suite 1010
New
York, New York
10036
(Address
of principal executive offices)
(Zip
Code)
Registrant’s
telephone number, including area code: (646) 493-2993
Not
Applicable
(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 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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
1.01 Entry into a Material Definitive Agreement.
On
October 26, 2026, AIB Data Centers Inc. (the “Company”) entered into indemnification agreements (the “Indemnification
Agreements”) with all of its current directors and executive officers, including the Company’s new Chief Operations Officer
(as described below in Item 5.02). The Indemnification Agreements are substantially in the form approved by the Company’s Board
of Directors (the “Board”) for use with each of the Company’s directors and executive officers.
The
Indemnification Agreements provide, among other things and subject to the limitations and exclusions set forth therein, that the Company
will indemnify, hold harmless and exonerate such director and/or executive officer, to the fullest extent permitted by the Delaware General
Corporation Law (the “DGCL”), against all expenses and liabilities actually incurred in connection with any proceeding in
which he or she is, or is threatened to be made, a party or participant by reason of his or her service to the Company, and will advance
expenses incurred in connection with any such proceeding within ten days after receipt of a written request, subject to an undertaking
to repay amounts advanced if it is ultimately determined that he or she is not entitled to indemnification. The Indemnification Agreements
also provide that such director and/or executive officer will be covered by any directors’ and officers’ liability insurance
policy maintained by the Company to the maximum extent of the coverage available for any other director or officer. The rights provided
under the Indemnification Agreements are in addition to any rights the Company’s directors and executive officers may have under
the DGCL and the Company’s certificate of incorporation and bylaws.
The
foregoing description of the Indemnification Agreements does not purport to be complete and is qualified in its entirety by the full
text of the form of Indemnification 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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
October 23, 2026, the Board appointed Jason K. Burnett as Chief Operations Officer of the Company, effective October 26, 2026 (the “Effective
Date”).
Jason
K. Burnett, age 51, most recently served as Chief Operating Officer of Hivelocity, a data center, cloud, and hosting provider, from 2024
to 2026, where he led business operations and acquisition integration across Hivelocity’s managed services and cloud infrastructure
platform. From 2020 to 2024, Mr. Burnett served as Vice President of Customer Operations at DataBank, a provider of enterprise colocation,
edge data center, cloud, and managed security services, where he oversaw managed services, customer support, and service delivery, including
the integration of operations across three acquisitions. Prior to joining DataBank, Mr. Burnett served as Vice President of Operations
at Contegix, an Atlassian hosting partner and consulting services provider, from 2018 to 2019, and as Senior Director of Support Operations
at Contegix from 2017 to 2018. Mr. Burnett has more than 20 years of experience in managed services and cloud infrastructure, including
business operations, acquisition integration, and organizational growth.
In
connection with Mr. Burnett’s appointment as Chief Operations Officer, the Company and Mr. Burnett entered into an offer letter,
dated October 23, 2026 (the “Offer Letter”). Mr. Burnett’s employment will commence on the Effective Date and is at-will,
meaning it is not for any specific term and may be terminated by Mr. Burnett or the Company at any time, for any reason, with or without
notice or cause; provided that Mr. Burnett must provide no less than two weeks’ written notice of any resignation.
As
consideration for his services as Chief Operations Officer, Mr. Burnett will initially be entitled to receive an annual base salary of
$250,000, less applicable withholdings and deductions, which shall increase to an annual rate of $300,000 effective upon the closing
of any financing relating to the Company’s CLT1 site and shall increase further to an annual rate of $350,000 effective upon the
closing of any financing in relation to the Company’s next site, and which is subject to adjustment by the Company in its sole
discretion. In addition, Mr. Burnett will be eligible for site delivery bonuses tied to the successful delivery of Company data center
sites to customers, subject to schedule, budget and operational performance, the amounts, milestones and payment terms of which are set
forth in the Bonus Agreement (as defined and described below), as well as a discretionary annual bonus. Any bonus determinations will
be in the Company’s sole discretion, and no bonus will be deemed earned and payable unless Mr. Burnett is employed in good standing
on the date of payment.
On
October 23, 2026, the Company and Mr. Burnett entered into a Site Delivery Bonus Agreement, to be effective as of October 26, 2026 (the “Bonus
Agreement”), under which Mr. Burnett is eligible to earn a bonus for each data center site delivered to a customer under a signed
lease, in an amount determined by the IT load (measured in MW’s) contracted in the applicable lease. Each site bonus is earned
and payable in three stages—25% upon the closing of site financing and commencement of construction, 25% upon energization and
completion of commissioning, and 50% upon customer handoff—with each stage paid in a lump sum within 30 days after the Company’s
Chief Executive Officer confirms in writing achievement of the applicable milestone by Mr. Burnett. The portion payable at customer handoff
may be increased by up to 50%, in the Company’s sole discretion, if the site is delivered by the lease delivery date without drawing
on budget contingency, and may be decreased by 50% if handoff occurs later than the customer’s grace period under the lease (which
is to be 60 days if the lease sets none). The Bonus Agreement covers the first ten sites to reach customer handoff, after which renewal
is in the Company’s sole discretion. Mr. Burnett must be employed by the Company when a milestone is reached in order to earn the
applicable stage. Additionally, stages not yet earned or not yet paid are forfeited upon termination of Mr. Burnett’s employment.
1
During
his employment, Mr. Burnett will be eligible to participate in the Company’s 2026 Equity Incentive Plan (the “Plan”),
with the type of equity awards, and the material terms and conditions thereof, to be determined by the Compensation Committee of the
Board in its sole discretion. Any equity award granted to Mr. Burnett shall provide for the acceleration of vesting in the event his
employment is terminated by the Company without cause or by Mr. Burnett for good reason within 12 months following a change of control
of the Company, as each such term is defined in the Plan and/or the applicable grant agreement. Mr. Burnett will also be eligible to
participate in the employee benefit programs maintained by the Company for full-time employees at his level subject to the terms of such
programs and the Offer Letter.
The
foregoing descriptions of the Offer Letter and the Bonus Agreement do not purport to be complete and are qualified in their entirety
by the full text of the Offer Letter and the Bonus Agreement, copies of which are filed as Exhibit 10.2 and Exhibit 10.3, respectively,
to this Current Report on Form 8-K and are incorporated herein by reference.
Mr.
Burnett also entered into an Indemnification Agreement with the Company. For a description of the Indemnification Agreements, see Item
1.01 of this Current Report on Form 8-K, which is incorporated herein by reference.
There
is no arrangement or understanding between Mr. Burnett and any other person pursuant to which Mr. Burnett has been appointed as Chief
Operations Officer. There are no family relationships between Mr. Burnett and any of the Company’s directors or executive officers,
and Mr. Burnett has no direct or indirect interest in any transaction, or any proposed transaction, required to be disclosed pursuant
to Item 404(a) of Regulation S-K.
Item
7.01 Regulation FD Disclosure.
On
October 28, 2026, the Company issued a press release titled “AIB Data Centers Announces Appointment of Jason Burnett as Chief
Operations Officer.” A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and
is incorporated herein by reference in this Item 7.01.
The
information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that
section, and shall not be deemed incorporated by reference into any registration statement or other document filed under the Securities
Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
Number
Description
10.1
Form of Indemnification Agreement
10.2#
Offer Letter, dated October 23, 2026, by and between the Company and Jason Burnett
10.3#
Site Delivery Bonus Agreement, dated October 23, 2026, by and between the Company and Jason Burnett
99.1
Press Release, dated October 28, 2026
104
Cover
Page Interactive Data File (embedded within the Inline XBRL document)
# Indicates
management contract or compensatory plan
2
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.
AIB DATA CENTERS INC.
By:
/s/
Jerry Tang
Name:
Jerry Tang
Title:
Chief Executive Officer
Date: October 28, 2026
3
EX-10.1 — FORM OF INDEMNIFICATION AGREEMENT
EX-10.1
Filename: ea030972701ex10-1.htm · Sequence: 2
Exhibit 10.1
INDEMNIFICATION
AGREEMENT
THIS INDEMNIFICATION AGREEMENT
(this “Agreement”) is made as of ____________, ____, by and between AIB Data Centers Inc., a Delaware corporation
(the “Company”), and [NAME OF INDEMNITEE] (“Indemnitee”).
RECITALS
WHEREAS, highly competent
persons have become more reluctant to serve publicly-held corporations as directors or officers unless they are provided with adequate
protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their
service to and activities on behalf of such corporations.
WHEREAS, the Board
of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals
as directors and officers, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect
such persons serving the Company and its subsidiaries from certain liabilities. Although the furnishing of such insurance has been a customary
and widespread practice among United States-based corporations and other business enterprises, the Company believes that, given current
market conditions and trends, such insurance may be available to it in the future only at higher premiums and with more exclusions. At
the same time, directors and officers are being increasingly subjected to expensive and time-consuming litigation. The certificate of
incorporation (as amended from time to time, the “Charter”) and the bylaws (as amended from time to time, the
“Bylaws”) of the Company require indemnification of the officers and directors of the Company. Indemnitee may
also be entitled to indemnification pursuant to applicable provisions of the Delaware General Corporation Law (“DGCL”).
The Charter, the Bylaws and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby
contemplate that contracts may be entered into between the Company and members of the board of directors, officers and other persons with
respect to indemnification, hold harmless, exoneration, advancement and reimbursement rights.
WHEREAS, the uncertainties
relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons.
WHEREAS, the Board
has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company’s
stockholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future.
WHEREAS, it is reasonable,
prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses
on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company
and its Enterprises free from undue concern that they will not be so protected against liabilities.
WHEREAS, this Agreement
is a supplement to and in furtherance of the Charter and Bylaws and any resolutions adopted pursuant thereto and any additional written
agreements between the Company and Indemnitee, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of
Indemnitee thereunder.
WHEREAS, Indemnitee
may not be willing to serve as an officer or director without adequate protection, and the Company desires Indemnitee to serve in such
capacity. Indemnitee is willing to serve or continue to serve for or on behalf of the Company on the condition that Indemnitee be so indemnified.
NOW, THEREFORE, in
consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:
TERMS AND CONDITIONS
1.
SERVICES TO THE COMPANY. In consideration of the Company’s covenants and obligations hereunder, Indemnitee will serve
or continue to serve as an officer, director or key employee of the Company and its Enterprises for so long as Indemnitee is duly elected
or appointed or until Indemnitee tenders Indemnitee’s resignation or until Indemnitee is removed. The foregoing notwithstanding,
this Agreement shall continue in full force and effect as provided in Section 17. This Agreement, however, shall not impose any obligation
on Indemnitee or the Company to continue Indemnitee’s service to the Company or any Enterprise beyond any period otherwise required
by law or by other agreements or commitments of the parties, if any.
2.
DEFINITIONS. As used in this Agreement:
(a) References to “agent”
shall mean any person who is or was a director, officer or employee of the Company or a subsidiary of the Company or other person authorized
by the Company to act for the Company, to include such person serving in such capacity as a director, officer, employee, fiduciary or
other official of another corporation, partnership, limited liability company, joint venture, trust or other enterprise at the request
of, for the convenience of, or to represent the interests of the Company or a subsidiary of the Company.
(b)
The terms “Beneficial Owner” and “Beneficial Ownership” shall have the meanings
set forth in Rule 13d-3 promulgated under the Exchange Act (as defined below) as in effect on the date hereof.
(c)
A “Change in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement
of any of the following events:
(i)
Acquisition of Stock by Third Party. Any Person (as defined below) becomes the Beneficial Owner, directly or indirectly,
of securities of the Company representing more than fifty percent (50%) of the combined voting power of the Company’s then outstanding
securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the
Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled
to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined
below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;
2
(ii)
Change in Board of Directors. Individuals who, as of the date hereof, constitute the Board, and any new director whose election
by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors
then still in office who were directors on the date hereof or whose election or nomination for election was previously so approved (collectively,
the “Continuing Directors”), cease for any reason to constitute at least a majority of the members of the Board;
(iii)
Corporate Transactions. The effective date of a reorganization, merger, consolidation, statutory conversion, domestication,
statutory transfer, or continuance of the Company (a “Business Combination”), in each case, unless, following
such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled
to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly,
more than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election
of directors surviving or resulting from such Business Combination (including, without limitation, a corporation which as a result of
such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries
(as defined below)) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities
entitled to vote generally in the election of directors; (2) no Person (excluding any corporation resulting from such Business Combination)
is the Beneficial Owner, directly or indirectly, of more than 50% of the combined voting power of the then outstanding securities entitled
to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to
the Business Combination; and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination
were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing
for such Business Combination;
(iv)
Liquidation. The approval by the stockholders of the Company of a liquidation, dissolution, or winding up of the Company
or an agreement or series of agreements for the sale, lease, exchange, or other disposition by the Company of all or substantially all
of the Company’s assets, other than factoring the Company’s current receivables or escrows due (or, if such stockholder approval
is not required, the decision by the Board to proceed with such a liquidation, sale, lease, exchange, or other disposition in one transaction
or a series of related transactions); or
(v)
Other Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act
(as defined below), whether or not the Company is then subject to such reporting requirement.
(d)
“Corporate Status” describes the status of a person who is or was a director, officer, trustee, general
partner, manager, managing member, fiduciary, employee or agent of the Enterprise.
(e)
“Delaware Court” means the Court of Chancery of the State of Delaware or, if such court lacks jurisdiction,
the Superior Court of the State of Delaware or, if such court lacks jurisdiction, any federal court located in the State of Delaware.
3
(f)
“Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding
(as defined below) in respect of which indemnification is sought by Indemnitee.
(g)
“Dispute” means any claim, cause of action, action, suit, and other Proceeding (whether in contract,
tort or statute) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this
Agreement (including any claim, cause of action, action, suit, or other Proceeding based upon, arising out of, or related to any transaction
contemplated by this Agreement, any representation or warranty made in or in connection with this Agreement, or as an inducement to enter
into this Agreement).
(h)
“Enterprise” means the Company and any other corporation, constituent corporation (including any constituent
of a constituent) absorbed in a consolidation or merger to which the Company (or any of its wholly owned subsidiaries) is a party, limited
liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving
at the request of the Company as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent.
(i)
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
(j)
“Expenses” shall include all direct and indirect costs, fees and expenses of any type or nature whatsoever,
including, without limitation, all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness
fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other
disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend,
investigating, participating, or being or preparing to be a witness in a Proceeding, or responding to, or objecting to, a request to provide
discovery in any Proceeding. Expenses also shall include such fees, costs, charges, disbursements or expenses incurred in connection with
any appeal resulting from any Proceeding and any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual
or deemed receipt of any payments under this Agreement, including without limitation the premium, security for, and other costs relating
to any cost bond, supersedeas bond, or other appeal bond or its equivalent. Expenses, however, shall not include Liabilities.
(k)
References to “fines” shall include any excise tax assessed on Indemnitee with respect to any employee
benefit plan.
(l)
“Independent Counsel” means a law firm or a member of a law firm with significant experience in matters
of corporation law and that neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee
in any matter material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement, or of
other indemnitees under similar indemnification agreements); or (ii) any other party to the Proceeding (as defined below) giving rise
to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include
any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing
either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.
4
(m)
“Liabilities” shall include judgments, penalties, fines, interest, assessments, charges, excise taxes
(including, without limitation, any penalties or excise taxes assessed with respect to an employee benefit plan), and amounts paid in
settlement.
(n)
“Person” shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act as in effect
on the date hereof; provided, however, that “Person” shall exclude: (i) the Enterprise; (ii) any Subsidiaries (as defined
below) of the Company; (iii) any employment benefit plan of the Enterprise or of a Subsidiary (as defined below) of the Company or of
any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership
of stock of the Company; and (iv) any trustee or other fiduciary holding securities under an employee benefit plan of the Enterprise or
of a Subsidiary (as defined below) of the Company or of a corporation owned directly or indirectly by the stockholders of the Company
in substantially the same proportions as their ownership of stock of the Company.
(o)
“Proceeding” shall include any threatened, pending or completed action, suit, arbitration, mediation,
alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding,
whether brought in the right of the Company or an Enterprise or otherwise and whether of a civil (including intentional or unintentional
tort claims), criminal, administrative or investigative nature, in which Indemnitee was, is, will or might be involved as a party or otherwise
by reason of the fact of Indemnitee’s Corporate Status or by reason of any action (or failure to act) taken by Indemnitee or of
any action (or failure to act) on Indemnitee’s part while acting in Indemnitee’s Corporate Status, in each case whether or
not serving in any Corporate Status at the time any Liability or Expense is incurred for which indemnification, reimbursement, or advancement
can be provided under this Agreement; including one pending on or before the date of this Agreement, but excluding one initiated by an
Indemnitee pursuant to Section 14 of this Agreement to enforce Indemnitee’s rights under this Agreement.
(p)
References to “serving at the request of the Company” shall include any service as a director, officer,
employee, agent or fiduciary of the Company or any Enterprise which imposes duties on, or involves services by, such director, officer,
employee, agent or fiduciary with respect to an employee benefit plan, its participants or beneficiaries; and if Indemnitee acted in good
faith and in a manner Indemnitee reasonably believed to be in the best interests of the participants and beneficiaries of an employee
benefit plan, Indemnitee shall be deemed to have acted in a manner “not opposed to the best interests of the Company”
as referred to in this Agreement.
(q)
The term “Subsidiary,” with respect to any Person, means any corporation, limited liability company,
partnership, joint venture, trust or other entity of which a majority of the voting power of the voting equity securities or equity interest
is owned, directly or indirectly, by that Person.
(r)
References to “to the fullest extent permitted by applicable law” shall include, but not be limited to:
(a) to the fullest extent authorized or permitted by the provision of the DGCL that authorizes or contemplates additional indemnification
by agreement, or the corresponding provision of any amendment to or replacement of the DGCL, and (b) to the fullest extent authorized
or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which
a corporation may indemnify its officers and directors.
5
3.
INDEMNITY IN THIRD-PARTY PROCEEDINGS. To the fullest extent permitted by applicable law, the Company shall indemnify, hold
harmless and exonerate Indemnitee in accordance with the provisions of this Section 3 if Indemnitee was, is, or is threatened to be made,
a party to or a participant (as a witness, deponent or otherwise) in any Proceeding, other than a Proceeding by or in the right of the
Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 3, Indemnitee shall
be indemnified, held harmless and exonerated against all Expenses and Liabilities (including all interest, assessments and other charges
paid or payable in connection with or in respect of such Expenses and Liabilities) actually incurred by Indemnitee or on Indemnitee’s
behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee
reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable
cause to believe that Indemnitee’s conduct was unlawful.
4.
INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. To the fullest extent permitted by applicable law, the Company
shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 4 if Indemnitee was, is, or
is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding by or in the right of the
Company or any Enterprise to procure a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant to this Section
4, Indemnitee shall be indemnified, held harmless and exonerated against all Expenses actually incurred by Indemnitee or on Indemnitee’s
behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee
reasonably believed to be in or not opposed to the best interests of the Company or the applicable Enterprise. No indemnification, hold
harmless or exoneration for Expenses shall be made under this Section 4 in respect of any Dispute as to which Indemnitee has been finally
adjudged by a court to be liable to the Company or any Enterprise, unless and only to the extent that any court in which the Proceeding
was brought or the Delaware Court shall determine upon application that, despite the adjudication of liability but in view of all the
circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification, to be held harmless or to exoneration.
5.
INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. Notwithstanding any other provisions of this Agreement,
to the extent that Indemnitee was or is, by reason of Indemnitee’s Corporate Status, a party to (or a participant in) and is successful,
on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall,
to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually incurred
by Indemnitee in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise,
as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall, to the fullest extent permitted by
applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually incurred by Indemnitee or on Indemnitee’s
behalf in connection with each successfully resolved claim, issue or matter. If the Indemnitee is not wholly successful in such Proceeding,
the Company also shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all
Expenses actually incurred in connection with or related to any claim, issue, or matter on which the Indemnitee was successful. For purposes
of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without
prejudice, shall be deemed to be a successful result as to such claim, issue or matter.
6
6.
INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee
is, by reason of Indemnitee’s Corporate Status, a witness or deponent in any Proceeding to which Indemnitee was or is not a party
or threatened to be made a party, Indemnitee shall, to the fullest extent permitted by applicable law, be indemnified, held harmless and
exonerated against all Expenses actually incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.
7.
ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS. Notwithstanding any limitation in Sections 3, 4, or 5, the
Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee if Indemnitee is a
party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company or any Enterprise
to procure a judgment in its favor) against all Expenses and Liabilities (including all interest, assessments and other charges paid or
payable in connection with or in respect of such Expenses and Liabilities) actually incurred by Indemnitee in connection with the Proceeding.
No indemnification, hold harmless or exoneration rights shall be available under this Section 7 on account of Indemnitee’s conduct
which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good
faith or which involves intentional misconduct or a knowing violation of the law.
8.
CONTRIBUTION IN THE EVENT OF JOINT LIABILITY.
(a)
To the fullest extent permissible under applicable law, if the indemnification, hold harmless and/or exoneration rights provided
for in this Agreement are unavailable to Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying,
holding harmless or exonerating Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for Liabilities
and/or for Expenses, in connection with any Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby
waives and relinquishes any right of contribution it may have at any time against Indemnitee.
(b)
The Company shall not enter into any settlement of any Proceeding in which the Company or any Enterprise is jointly liable with
Indemnitee (or would be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted
against Indemnitee.
(c)
The Company hereby agrees to fully indemnify, hold harmless and exonerate Indemnitee from any claims for contribution which may
be brought by officers, directors or employees of the Company or any Enterprise other than Indemnitee who may be jointly liable with Indemnitee.
7
9.
EXCLUSIONS. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make
any indemnification, advance Expenses, hold harmless or exoneration payment in connection with any claim made against Indemnitee:
(a)
for which payment has actually been received by or on behalf of Indemnitee under any insurance policy or other indemnity or advancement
provision, except with respect to any excess beyond the amount actually received under any insurance policy, contract, agreement, other
indemnity or advancement provision or otherwise;
(b)
for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company
within the meaning of Section 16(b) of the Exchange Act (or any successor rule) or similar provisions of state statutory law or common
law;
(c)
except as otherwise provided in Sections 14(f)-(g) hereof, prior to a Change in Control, in connection with any Proceeding (or
any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee
against the Company or any of its Enterprises or any of their respective directors, officers, employees or other indemnitees, unless (i)
the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification,
hold harmless or exoneration payment, in its sole discretion, pursuant to the powers vested in the Company under applicable law. Indemnitee
shall seek payments or Advances (as defined below) from the Company only to the extent that such payments or Advances (as defined below)
are unavailable from any insurance policy of the Company covering Indemnitee;
(d)
to indemnify or advance funds to the Indemnitee for the Indemnitee’s reimbursement to the Company of any bonus or other incentive-based
or equity-based compensation previously received by the Indemnitee or payment of any profits realized by the Indemnitee from the sale
of securities of the Company, as required in each case under the Exchange Act, the listing standards of any national securities exchange
on which the Company’s securities are listed or any compensation recovery policy adopted by the Company (including any such reimbursements
under Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) in connection with an accounting
restatement of the Company, any recovery of erroneously awarded compensation required under Rule 10D-1 under the Exchange Act and the
listing standards adopted thereunder, or the payment to the Company of profits arising from the purchase or sale by the Indemnitee of
securities in violation of Section 306 of the Sarbanes-Oxley Act); or
(e)
to provide any indemnification or advancement of Expenses that is prohibited by applicable law (as such law exists at the time
payment would otherwise be required pursuant to this Agreement).
10.
ADVANCES OF EXPENSES; DEFENSE OF CLAIM.
(a)
Notwithstanding any provision of this Agreement to the contrary, and to the fullest extent not prohibited by applicable law, the
Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three
months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a written statement or statements requesting
such advances from time to time, prior to the final disposition of any Proceeding (such payments, “Advances”).
Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted
by law, be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement
to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all Expenses
actually incurred pursuing a Proceeding to enforce this right of advancement, including Expenses incurred preparing and forwarding statements
to the Company to support the advances claimed. To the fullest extent required by applicable law, such payments of Expenses in advance
of the final disposition of the Proceeding shall be made only upon the Company’s receipt of an undertaking, by or on behalf of the
Indemnitee, to repay the advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified,
held harmless or exonerated by the Company under the provisions of this Agreement, the Charter, the Bylaws, applicable law or otherwise.
This Section 10(a) shall not apply to any claim made by Indemnitee for which an indemnification, hold harmless or exoneration payment
is excluded pursuant to Section 9.
8
(b)
The Company and any Enterprise will be entitled to participate in the Proceeding at its own expense.
(c)
The Company and any Enterprise shall not settle any Dispute or Proceeding (in whole or in part) which would impose any Expense
or Liability on the Indemnitee without the Indemnitee’s prior written consent.
11.
PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION.
(a)
Indemnitee agrees to notify promptly the Company in writing upon being served with any summons, citation, subpoena, complaint,
indictment, information or other document relating to any Proceeding, claim, issue or matter therein which may be subject to indemnification,
hold harmless or exoneration rights, or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company
shall not relieve the Company of any obligation which it may have to the Indemnitee under this Agreement, or otherwise.
(b)
Indemnitee may deliver to the Company a written application to indemnify, hold harmless or exonerate Indemnitee in accordance with
this Agreement. Such application(s) may be delivered from time to time and at such time(s) as Indemnitee deems appropriate in Indemnitee’s
sole discretion. Following such a written application for indemnification by Indemnitee, the Indemnitee’s entitlement to indemnification
shall be determined according to Section 12(a) of this Agreement.
12.
PROCEDURE UPON APPLICATION FOR INDEMNIFICATION.
(a)
A determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification shall be made
in the specific case by one of the following methods: (i) if no Change in Control has occurred (x) by a majority vote of the Disinterested
Directors, even though less than a quorum of the Board, (y) by a committee of Disinterested Directors, even though less than a quorum
of the Board, or (z) if there are no Disinterested Directors, or if such Disinterested Directors so direct, by Independent Counsel in
a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control has occurred, by Independent
Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee. The Company promptly will advise Indemnitee
in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any
reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment
to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons
or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person,
persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from
disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses incurred
by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective
of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby agrees to indemnify and to hold Indemnitee
harmless therefrom.
9
(b)
In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a)
hereof, the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected by Indemnitee
(unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising
it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements
of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the
Company shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected and certifying
that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement.
In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection has been
received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that
such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent
Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such
assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is
so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is
withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after
submission by Indemnitee of a written request for indemnification pursuant to Section 11(b) hereof, no Independent Counsel has been selected
and not objected to, either the Company or Indemnitee may petition the Delaware Court for resolution of any objection which has been made
by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of
a person selected by the Delaware Court, and the person with respect to whom all objections are so resolved or the person so appointed
shall act as Independent Counsel under Section 12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant
to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity
(subject to the applicable standards of professional conduct then prevailing).
(c)
The Company agrees to pay the reasonable fees and expenses of Independent Counsel and to fully indemnify and hold harmless such
Independent Counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its
engagement pursuant hereto.
13.
PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS.
(a)
In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination
shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification
in accordance with Section 11(b) of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection
with the making by any person, persons or entity of any determination contrary to that presumption. Neither the failure of the Company
(including by the Disinterested Directors or Independent Counsel) to have made a determination prior to the commencement of any action
pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct,
nor an actual determination by the Company (including by the Disinterested Directors or Independent Counsel) that Indemnitee has not met
such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable
standard of conduct.
10
(b)
If the person, persons or entity empowered or selected under Section 12 of this Agreement to determine whether Indemnitee is entitled
to indemnification has not made a determination within thirty (30) days after receipt by the Company of the request therefor, the requisite
determination of entitlement to indemnification shall, to the fullest extent permitted by law, be deemed to have been made and Indemnitee
shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact
necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii)
a final judicial determination that any or all such indemnification is expressly prohibited under applicable law; provided, however, that
such 30-day period may be extended for a reasonable time, not to exceed an additional fifteen (15) days, if the person, persons or entity
making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining
or evaluating of documentation and/or information relating thereto.
(c)
The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon
a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely
affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which
Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding,
that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.
(d)
For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action
is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee
by the directors, manager, officers, or other agents of the Enterprise in the course of their duties, or on the advice of legal counsel
for the Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing member, or on
information or records given or reports made to the Enterprise, its Board, any committee of the Board or any director, trustee, general
partner, manager or managing member, by an independent certified public accountant or by an appraiser or other expert selected by the
Enterprise, its Board, any committee of the Board or any director, trustee, general partner, manager or managing member. The provisions
of this Section 13(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be
deemed or found to have met the applicable standard of conduct set forth in this Agreement.
(e)
The knowledge and/or actions, or failure to act, of any other director, officer, trustee, partner, manager, managing member, fiduciary,
agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under
this Agreement.
11
14.
REMEDIES OF INDEMNITEE.
(a)
In the event that (i) a determination is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification
under this Agreement, (ii) advancement of Expenses, to the fullest extent permitted by applicable law, is not timely made pursuant to
Section 10 of this Agreement, (iii) no determination of entitlement to indemnification has been made pursuant to Section 12(a) of this
Agreement within thirty (30) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is
not made pursuant to Section 5, 6, 7 or the last sentence of Section 12(a) of this Agreement within ten (10) days after receipt by the
Company of a written request therefor, (v) a contribution payment is not made in a timely manner pursuant to Section 8 of this Agreement,
(vi) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within ten (10) days after a determination has
been made that Indemnitee is entitled to indemnification, or (vii) payment to Indemnitee pursuant to any hold harmless or exoneration
rights under this Agreement or otherwise is not made in accordance with this Agreement, Indemnitee shall be entitled to an adjudication
by the Delaware Court to such indemnification, hold harmless, exoneration, contribution or advancement rights. Alternatively, Indemnitee,
at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration
Rules and Mediation Procedures of the American Arbitration Association. Except as set forth herein, the provisions of Delaware law (without
regard to its conflict of laws rules) shall apply to any such arbitration. The Company shall not oppose Indemnitee’s right to seek
any such adjudication or award in arbitration.
(b)
In the event that a determination has been made pursuant to Section 12(a) of this Agreement that Indemnitee is not entitled to
indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 14 shall be conducted in all respects as a
de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination.
(c)
In any judicial proceeding or arbitration commenced pursuant to this Section 14, Indemnitee shall be presumed to be entitled to
be indemnified, held harmless, and exonerated and to receive advancement of Expenses under this Agreement and the Company shall have the
burden of proving Indemnitee is not entitled to be indemnified, held harmless, and exonerated and to receive advancement of Expenses,
as the case may be, and the Company may not refer to or introduce into evidence any determination pursuant to Section 12(a) of this Agreement
adverse to Indemnitee for any purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 14, Indemnitee
shall not be required to reimburse the Company for any advances pursuant to Section 10 until a final determination is made with respect
to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).
12
(d)
If a determination has been made pursuant to Section 12(a) of this Agreement that Indemnitee is entitled to indemnification, the
Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 14, absent (i)
a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not
materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable
law.
(e)
The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 14 that
the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before
any such arbitrator that the Company is bound by all the provisions of this Agreement.
(f)
The Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law against all Expenses and, if requested
by Indemnitee, shall (within ten (10) days after the Company’s receipt of such written request) pay to Indemnitee, to the fullest
extent permitted by applicable law, such Expenses which are incurred by Indemnitee in connection with any judicial proceeding or arbitration
brought by Indemnitee: (i) to enforce Indemnitee’s rights under, or to recover damages for breach of, this Agreement or any other
indemnification, hold harmless, exoneration, advancement or contribution agreement or provision of the Charter or the Bylaws; or (ii)
for recovery or advances under any insurance policy maintained by any person for the benefit of Indemnitee, regardless of the outcome
and whether Indemnitee ultimately is determined to be entitled to such indemnification, hold harmless or exoneration right, advancement,
contribution or insurance recovery, as the case may be (unless such judicial proceeding or arbitration was not brought by Indemnitee in
good faith).
(g)
Interest shall be paid by the Company to Indemnitee at the legal rate under Delaware law for amounts which the Company indemnifies,
holds harmless or exonerates, or advances, or is obliged to indemnify, hold harmless or exonerate or advance for the period commencing
with the date on which Indemnitee requests indemnification, to be held harmless, exonerated, contribution, reimbursement or advancement
of any Expenses and ending with the date on which such payment is made to Indemnitee by the Company.
15.
SECURITY. Notwithstanding anything herein to the contrary, to the extent requested by the Indemnitee and approved by the Board,
the Company may at any time and from time to time provide security to the Indemnitee for the Company’s obligations hereunder through
an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to the Indemnitee, may not be revoked
or released without the prior written consent of the Indemnitee.
13
16.
NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION.
(a)
The rights of Indemnitee as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may
at any time be entitled under applicable law, the Charter, the Bylaws, any agreement, a vote of stockholders or a resolution of directors,
or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee
under this Agreement in respect of any Proceeding (regardless of when such Proceeding is first threatened, commenced or completed) or
claim, issue or matter therein arising out of, or related to, any action taken or omitted by such Indemnitee in such Indemnitee’s
Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in applicable law, whether by statute or judicial
decision, permits greater indemnification, hold harmless or exoneration rights or advancement of Expenses than would be afforded currently
under the Charter, the Bylaws or this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement
the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or
remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or
hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall
not prevent the concurrent assertion or employment of any other right or remedy.
(b)
The DGCL, the Charter and the Bylaws permit the Company to purchase and maintain insurance or furnish similar protection or make
other arrangements including, but not limited to, providing a trust fund, letter of credit, or surety bond (“Indemnification
Arrangements”) on behalf of Indemnitee against any liability asserted against Indemnitee or incurred by or on behalf of
Indemnitee or in such capacity as a director, officer, employee or agent of the Company, or arising out of Indemnitee’s status as
such, whether or not the Company would have the power to indemnify Indemnitee against such liability under the provisions of this Agreement
or under the DGCL, as it may then be in effect. The purchase, establishment, and maintenance of any such Indemnification Arrangement shall
not in any way limit or affect the rights and obligations of the Company or of the Indemnitee under this Agreement except as expressly
provided herein, and the execution and delivery of this Agreement by the Company and the Indemnitee shall not in any way limit or affect
the rights and obligations of the Company or the other party or parties thereto under any such Indemnification Arrangement.
(c)
To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers,
trustees, partners, managers, managing members, fiduciaries, employees, or agents of the Enterprise, Indemnitee shall be covered by such
policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer,
trustee, partner, manager, managing member, fiduciary, employee or agent under such policy or policies. If, at the time the Company receives
notice from any source of a Proceeding as to which Indemnitee is a party or a participant (as a witness, deponent or otherwise), and the
Company has director and officer liability insurance in effect, the Company shall give prompt notice of such Proceeding to the insurers
in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action
to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Proceeding in accordance with the
terms of such policies.
14
(d)
In the event of any payment under this Agreement, the Company, to the fullest extent permitted by law, shall be subrogated to the
extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary
to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.
(e)
The Company’s obligation to indemnify, hold harmless, exonerate or advance Expenses hereunder to Indemnitee who is or was
serving at the request of the Company as a director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent
of the Enterprise other than the Company shall be reduced by any amount Indemnitee has actually received as indemnification, hold harmless
or exoneration payments or advancement of Expenses from such Enterprise.
(f) Notwithstanding any other
provision of this Agreement to the contrary, (i) Indemnitee shall have no obligation to reduce, offset, allocate, pursue or apportion
any indemnification, hold harmless, exoneration, advancement, contribution or insurance coverage among multiple parties possessing such
duties to Indemnitee prior to the Company’s satisfaction and performance of all its obligations under this Agreement, and (ii)
the Company shall perform fully its obligations under this Agreement without regard to whether Indemnitee holds, may pursue or has pursued
any indemnification, advancement, hold harmless, exoneration, contribution or insurance coverage rights against any person or entity
other than the Company.
17.
DURATION OF AGREEMENT. All agreements and obligations of the Company contained herein shall continue during the period Indemnitee
serves as a director or officer of the Company or serves as a director, officer, trustee, partner, manager, managing member, fiduciary,
employee or agent of Enterprise other than the Company and shall continue thereafter so long as Indemnitee shall be subject to any Proceeding
(including any rights of appeal thereto and any Proceeding commenced by Indemnitee pursuant to Section 14 of this Agreement), whether
or not Indemnitee is acting in any such capacity at the time any Liability or Expense is incurred for which indemnification or advancement
can be provided under this Agreement.
18.
SEVERABILITY. If any provision or provisions of this Agreement is held to be invalid, illegal or unenforceable for any reason
whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation,
each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable,
that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable
to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to
applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions
of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any
such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed
so as to give effect to the intent manifested thereby.
15
19.
ENFORCEMENT AND BINDING EFFECT.
(a)
The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby
on and after the date of this Agreement in order to induce Indemnitee to serve as a director, officer or key employee of the Company,
and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer or key employee of the Company.
(b)
Without limiting any of the rights of Indemnitee under the Charter or Bylaws as they may be amended from time to time, this Agreement
constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements
and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.
(c)
The indemnification, hold harmless, exoneration and advancement of Expenses rights provided by or granted pursuant to this Agreement
shall be binding upon and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect
successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company), shall
continue as to an Indemnitee who has ceased to be a director, officer, employee or agent of the Company or a director, officer, trustee,
general partner, manager, managing member, fiduciary, employee or agent of the Enterprise other than the Company, and shall inure to the
benefit of Indemnitee and Indemnitee’s spouse, assigns, heirs, devisees, executors and administrators and other legal representatives.
(d)
The Company shall require and cause any successor (whether direct or indirect by purchase, Business Combination, other reorganization,
merger, consolidation, statutory conversion, domestication, statutory transfer, or continuance of the Company, or otherwise) to all or
substantially all of the business and/or assets of the Company, by written agreement in form and substance reasonably satisfactory to
the Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would
be required to perform if no such succession had taken place.
(e)
The Company and Indemnitee agree herein that a monetary remedy for breach of this Agreement, at some later date, may be inadequate,
impracticable and difficult of proof, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties
hereto agree that Indemnitee may, to the fullest extent permitted by law, enforce this Agreement by seeking, among other things, injunctive
relief and/or specific performance hereof, without any necessity of showing actual damage or irreparable harm and that by seeking injunctive
relief and/or specific performance, Indemnitee shall not be precluded from seeking or obtaining any other relief to which Indemnitee may
be entitled. The Company and Indemnitee further agree that Indemnitee shall, to the fullest extent permitted by law, be entitled to such
specific performance and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions,
without the necessity of posting bonds or other undertaking in connection therewith. The Company acknowledges that in the absence of a
waiver, a bond or undertaking may be required of Indemnitee by the Delaware Court, and the Company hereby waives any such requirement
of such a bond or undertaking to the fullest extent permitted by law.
20.
MODIFICATION, AMENDMENT, TERMINATION AND WAIVER. No supplement, modification, amendment or termination of this Agreement, and
no waiver of any provision of this Agreement, shall be binding unless executed in writing by the Company and the Indemnitee. No waiver
of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement nor
shall any waiver constitute a continuing waiver.
16
21.
NOTICES. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed
to have been duly given (i) if delivered by hand and receipted for by the party to whom said notice or other communication shall have
been directed, (ii) mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the date on which
it is so mailed, (iii) if sent by a nationally recognized overnight courier service, on the first (1st) business day after the date on
which it is so sent, or (iv) if sent by electronic mail to the address set forth below or otherwise provided for notice purposes, upon
confirmation of receipt by the recipient:
(a)
If to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee shall provide
in writing to the Company.
(b)
If to the Company, to:
AIB Data Centers Inc.
1540 Broadway, Ste. 1010
New York, NY 10036
Attention: Song Liang, Head of People
Email:
with a copy to (which shall not constitute notice):
Greenberg Traurig, P.A.
333 S.E. 2nd Avenue, Suite 4400
Miami, Florida 33131
Attention: Raffael Fiumara, Sami Ghneim
Email:
or to any other address as may have been furnished to Indemnitee
in writing by the Company.
22.
INTERNAL REVENUE CODE SECTION 409A. The Company intends for this Agreement to comply with the indemnification exception under
Section 1.409A-1(b)(10) of the regulations promulgated under the Internal Revenue Code of 1986, as amended (the “Code”),
which provides that indemnification of, or the purchase of an insurance policy providing for payments of, all or part of the Expenses
incurred or damages paid or payable by Indemnitee with respect to a bona fide claim against Indemnitee or the Company do not provide for
a deferral of compensation, subject to Section 409A of the Code, where such claim is based on actions or failures to act by Indemnitee
in his or her capacity as a service provider of the Company. The parties intend that this Agreement be interpreted and construed with
such intent.
17
23.
APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and Disputes shall be governed by, and enforced in accordance with,
the internal laws of the State of Delaware, including its statutes of limitations, without regard to any conflict of laws rules that
would result in the application of the law of any jurisdiction other than the State of Delaware. Except with respect to any arbitration
commenced by Indemnitee pursuant to Section 14(a) of this Agreement, to the fullest extent permitted by law, the Company and Indemnitee
hereby irrevocably and unconditionally: (a) agree that any Dispute shall be brought only in the Delaware Court and not in any other state
or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction
of the Delaware Court for purposes of any Dispute; (c) waive any objection to the laying of venue of any Dispute in the Delaware
Court; and (d) waive, and agree not to plead or to make, any claim that any Dispute brought in the Delaware Court has been brought in
an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial. To the fullest extent permitted by law, the parties
hereby agree that the mailing of process and other papers in connection with any Dispute in the manner provided by Section 21 or in such
other manner as may be permitted by law, shall be valid and sufficient service thereof.
24.
IDENTICAL COUNTERPARTS; ELECTRONIC SIGNATURES. This Agreement may be executed in one or more counterparts, each of which shall
for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart
signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement. Facsimile
or other electronically scanned and transmitted signatures, including by email attachment, and electronic signatures, including by DocuSign,
shall be deemed originals and shall constitute valid execution and acceptance of this Agreement by the signing/transmitting party.
25.
MISCELLANEOUS. Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate. The
headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement
or to affect the construction thereof.
26.
PERIOD OF LIMITATIONS. No legal action shall be brought and no cause of action shall be asserted by or in the right of the
Company against Indemnitee, Indemnitee’s spouse, heirs, executors or personal or legal representatives after the expiration of two
years from the date of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished and deemed
released unless asserted by the timely filing of a legal action within such two-year period; provided, however, that if any shorter period
of limitations is otherwise applicable to any such cause of action such shorter period shall govern.
27.
ADDITIONAL ACTS. If for the validation of any of the provisions in this Agreement any act, resolution, approval or other procedure
is required to the fullest extent permitted by law, the Company undertakes to cause such act, resolution, approval or other procedure
to be effected or adopted in a manner that will enable the Company to fulfill its obligations under this Agreement.
28.
MAINTENANCE OF INSURANCE. The Company shall use commercially reasonable efforts to obtain and maintain in effect during the
entire period for which the Company is obligated to indemnify the Indemnitee under this Agreement, one or more policies of insurance with
reputable insurance companies to provide the officers and directors of the Company with coverage for losses from wrongful acts and omissions
and to ensure the Company’s performance of its indemnification obligations under this Agreement. The Indemnitee shall be covered
by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director
or officer under such policy or policies. In all such insurance policies, the Indemnitee shall be named as an insured in such a manner
as to provide the Indemnitee with the same rights and benefits as are accorded to the most favorably insured of the Company’s directors
and officers.
[SIGNATURE PAGE FOLLOWS]
18
IN WITNESS WHEREOF, the parties hereto have
caused this Indemnification Agreement to be signed as of the day and year first above written.
AIB DATA CENTERS INC.
By:
Name:
Jerry Tang
Title:
Chief Executive Officer
INDEMNITEE
By:
Name:
Address:
[Signature page to Indemnification Agreement]
EX-10.2 — OFFER LETTER, DATED OCTOBER 23, 2026, BY AND BETWEEN THE COMPANY AND JASON BURNETT
EX-10.2
Filename: ea030972701ex10-2.htm · Sequence: 3
Exhibit 10.2
October 23, 2026
Jason Burnett
Dear Jason,
On behalf of AIB Data Centers Inc. (the “Company”), we
are pleased to formalize this offer of employment to join our team to provide services to the Company and its successors, parent, subsidiaries
and affiliates (collectively, the “Company Group”). This letter and the attached Non-Disclosure and Restrictive Covenant Agreement
confirm the terms and conditions of our employment offer to you. The start date of your employment with the Company is Monday, October
26, 2026 (the “Effective Date”).
1. Position and Reporting
Relationship: You will serve as the Chief Operations Officer of the Company. This position
is remote; however, regular travel to project sites and travel to our office located at 1540
Broadway, Suite 1010, New York, NY 10036, will be required based on business needs. You will
report to Jerry Tang, the Chief Executive Officer of the Company (“CEO”). You
will be responsible for the duties customarily attendant to the Chief Operations Officer,
and such other duties as may be assigned to you by the Company from time to time. You are
expected to carry out your duties working with other employees in a diligent and professional
manner, comply with all of the Company’s policies and practices, explicit or implied
as are in effect from time to time, and generally promote the interests of the Company Group.
The Company retains sole discretion to change your job title and responsibilities at any
time without advanced notice.
2. Introductory Employment
Period: Given the Company’s environment, the first three (3) months of your employment
will serve as a probationary period to assess long-term mutual fit and performance expectations.
During this period, you will be a full-time employee and will receive full salary and benefits
beginning on your Effective Date. Nothing in this introductory period alters the at-will
nature of your employment relationship with the Company.
3. Compensation:
Your base salary will be paid at the annual rate of $250,000 less applicable withholdings
and deductions. Effective upon the closing of the CLT1 financing, your base salary will increase
to the annual rate of $300,000 less applicable withholdings and deductions. Effective upon
the closing of the financing for the Company’s next site, your base salary will increase
to the annual rate of $350,000 less applicable withholdings and deductions. Your base salary
is subject to adjustment by the Company in its sole discretion. Your base salary will be
paid semi-monthly in accordance with the Company’s regular payroll practices and applicable
law. You are an exempt employee under applicable wage and hour law, including the Fair Labor
Standards Act.
4. Equity: During
your employment hereunder, you will be eligible to participate in the Company's 2026 Equity
Incentive Plan (the "Plan"), the type of equity awards, and the material terms
and conditions thereof, to be determined by the Compensation Committee (the “Committee”)
of the Board of Directors of the Company (the “Board”) within its sole discretion.
Any equity award that may be granted to you under the Plan shall be subject to the terms
and conditions set forth in the Plan and in the applicable grant agreement to be entered
into by and between you and the Company. Any equity award granted to you shall provide for
the acceleration of vesting in the event of the termination of your employment either by
the Company without cause or by you for good reason within twelve (12) months after the date
of a change of control of the Company (as each of “cause”, “good reason”
and “change in control” are defined in the Plan and/or the individual grant agreement).
5. Performance Bonus:
During your employment hereunder, you will be eligible for site delivery bonuses tied to
the successful delivery of Company data center sites to customers, subject to schedule, budget,
and operational performance. The amounts, milestones, and payment terms of these bonuses
will be set out in a separate written bonus agreement between you and the Company. You will
also be eligible for a discretionary annual bonus. Any bonus determinations will be in the
Company’s sole discretion and no bonus will be deemed earned and payable, unless you
are employed in good standing with the Company on the date of payment of any such bonus.
Any bonuses paid to you will be subject to all withholdings and deductions required by applicable
law.
6. Employee Benefits:
You will be eligible to participate in the employee medical benefit programs maintained by
the Company for full-time employees at your level, subject to the Company’s right to
modify or terminate such benefit plans or programs at any time in its sole discretion and
subject to the eligibility requirements and rules of each such plan or program. Nothing herein
should be seen as a guarantee of any benefit to you or any other employee.
7. Vacation: Starting
on the Effective Date, you will be eligible to accrue and use a maximum of fifteen (15) days
of paid time off (“PTO”) for each full calendar year of employment, to be used
for both scheduled and unscheduled time that you need to be out of the office. PTO days shall
be pro-rated for any partial year of your employment. PTO accrues on a monthly basis over
the course of the year. Use of PTO is subject to approval by your manager. You may carry-over
a maximum of five (5) PTO days into a new calendar year. The Company reserves the right to
modify the number of PTO days for each calendar year. Accrued but unused vacation will not
be paid out upon termination, unless otherwise required by applicable law.
8. Sick Leave:
Starting on the Effective Date, you will be eligible to use five (5) sick days for each calendar
year of employment. Use of sick leave is subject to approval by your manager. You may carry
over a maximum of five (5) sick days into a new calendar year.
9. Employment At Will:
Your employment with the Company is at-will, which means it is not for any specific term
and can be terminated by you or by the Company at any time for any reason, with or without
notice or cause. The Company requires that you provide no less than two weeks’ written
notice if you intend to resign your position with the Company. Nothing in this offer letter
is meant as a promise or guarantee of employment or of the terms and conditions of your employment.
This letter, and your employment with the Company, will be governed by the laws of the State
of Texas, without regard to its conflict of laws principles.
10. Non-Disclosure
of Confidential Information and Restrictive Covenants: As a condition of your employment,
you will sign the requisite Non-Disclosure and Restrictive Covenant Agreement to be provided
to you by the Company and such terms will be incorporated herein by reference.
11. Prior Restrictive
Obligations: This employment offer is contingent on there being no outstanding obligations
on your part, including any non-competition or confidentiality agreements that would restrict
you in any way from fulfilling your job responsibilities to the Company in the position offered
to you. You also are expected to retain in confidence and not to disclose or use in your
employment with the Company any confidential or proprietary information you have obtained
from any third-party, including your previous employer(s).
2
12. Authorization to
Work: In connection with your hire, you have provided the Company with the legally required
proof of your identity and authorization to work in the United States. This offer is contingent
on your authorization to work in the United States.
13. Entire Agreement:
This Letter Agreement, including any exhibits attached hereto and the Non-Disclosure and
Restrictive Covenant Agreement, contain the entire agreement between you and the Company
regarding the terms of your employment and supersedes all prior and contemporaneous discussions,
representations, and understandings, whether written or oral. It may be modified only by
a written agreement signed by an authorized officer of the Company. You acknowledge that
you have not relied upon any representations (oral or communicated otherwise) other than
those explicitly set forth in such documents. Any additions or modification of the terms
set forth in this letter would have to be in writing signed by the CEO. The Company reserves
the right to change any of the terms or conditions of your employment at any time in its
sole discretion.
Once you have had an opportunity to carefully review the foregoing,
please let me know if you have any questions or concerns. Otherwise, please sign and return the offer letter to me by Friday, October
23, 2026 5pm et. We look forward to having you join our team.
Sincerely,
Jerry Tang
CEO AIB
Exhibits:
Non-Disclosure and Restrictive Covenant Agreement
Employee Handbook
Employee Code of Conduct
IT Acknowledgement Policy
Please sign below to indicate your acceptance of the above terms.
______________________________
______________________________ (Print Name) Date
______________
ACTIVE 729636007
3
EX-10.3 — SITE DELIVERY BONUS AGREEMENT, DATED OCTOBER 23, 2026, BY AND BETWEEN THE COMPANY AND JASON BURNETT
EX-10.3
Filename: ea030972701ex10-3.htm · Sequence: 4
Exhibit 10.3
Site
Delivery Bonus Agreement
This
Site Delivery Bonus Agreement (the “Agreement”) is made as of October 26, 2026 by and between AIB Data Centers Inc., a Delaware
corporation (the “Company”), and Jason Burnett (“Executive”). This Agreement is intended to and shall supplement
that certain Offer Letter, dated October 22nd, 2026 by and between the Company and the Executive (the “Offer Letter”)
for the role of Chief Operations Officer of the Company and sets out the site delivery bonus agreed with the Company.
1.
Bonus Amount
The
Company will pay Executive a bonus for each site delivered to a customer under a signed lease, subject to the terms, milestones and conditions
of this Agreement. The amount is fixed by the IT load contracted in the applicable lease when it is signed:
Contracted IT load
Total onus per site
Up to 30 MW
$ 100,000
Over 30 MW, up to 60 MW
$ 150,000
Over 60 MW
$ 200,000
A
site with more than one data hall for the same customer, such as CLT1, counts as one site.
2.
Stages and Payment
Each
bonus is earned and payable in three stages. A milestone shall be deemed achieved once the Chief Executive Officer confirms the completion
of the milestone in writing, and the Company pays the applicable portion of the bonus to the Executive in a lump sum cash payment within
30 days after the stage is reached, less applicable taxes and other withholdings.
Stage
Milestone
Share
1
Site
financing has closed and construction has started
25%
2
Energization:
utility power on and commissioning complete
25%
3
Customer
handoff (for a multi-hall site, of the final hall)
50%
3.
Delivery Adjustment
At
customer handoff, the site’s Stage 3 bonus may be increased, in the sole discretion of the Company, 50% if the site is delivered
by the lease delivery date without drawing on budget contingency. The Stage 3 bonus decreases by 50%, if handoff is later than the customer’s
grace period under the lease (60 days if the lease sets none)
4.
Scope
This
Agreement covers the first ten sites to reach customer handoff. After the tenth, the Company may renew the plan on terms it sets; no
bonus is owed for later sites unless renewed in writing.
5.
Conditions
5.1
Executive earns a stage only if employed by the Company when its milestone is reached. Stages not yet earned are forfeited when employment
ends for any reason, whether initiated by the Company or the Executive and whether or not for cause. Stages already earned are paid,
except that any stage not yet paid is forfeited if the Executive’s employment is terminated for any reason prior to payment.
5.2
No stage is earned for a milestone reached before October 26, 2026.
5.3
If a site is abandoned or its lease is terminated before customer handoff, no further stages are earned for it. Stages already paid for
that site are offset against later bonuses and other compensation, and any balance remaining when employment ends is repaid within 30
days to the extent not recovered by offset. Executive authorizes these offsets and deductions from wages for a lawful purpose in writing.
5.4
A sale of the Company does not accelerate any stage.
5.5
All bonuses are subject to the Company’s clawback or recoupment policy, as in effect or as may be adopted or amended from time
to time. Executive acknowledges receipt of, and agrees to be bound by, that policy. In addition, and without limiting the foregoing,
Executive must repay, on demand, any stage paid in error or paid in the 12 months before a termination for cause, as determined in the
Company’s sole discretion. These recoupment rights are in addition to, and not in lieu of, any other rights of the Company, and
the Company’s clawback policy governs in the event of any conflict.
5.6
This Agreement does not affect Executive’s eligibility for a discretionary annual bonus under the Offer Letter.
6.
General
Payments
are subject to tax withholding and are intended to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, as each
should fall within the short-term deferral exemption thereunder. This Agreement does not change the Offer Letter and replaces the October
8, 2026 term sheet on the site delivery bonus. It may be amended only in writing signed by both parties, is governed by Texas law, and
may be signed in counterparts and electronically. The Company may assign it to a successor; Executive may not assign it.
The
Board of Directors of the Company (or its Compensation Committee) has approved this Agreement and has sole authority to administer and
interpret it, to determine whether and when each milestone has been achieved, and to resolve any ambiguity, and all such determinations
are final, conclusive, and binding to the maximum extent permitted by applicable law.
Nothing
in this Agreement confers any right to continued employment or constitutes a contract of employment of any kind. Executive’s employment
remains at will and may be terminated by the Company or by Executive at any time, with or without cause and with or without notice. This
Agreement does not create, and shall not be construed to create, any severance, change-in-control, or guaranteed-compensation right.
Executive has no right to any stage until it is paid and no right to any renewed or future bonus arrangement, which remains in the Company’s
sole discretion. This Agreement, together with the Offer Letter, constitutes the entire agreement of the parties with respect to the
site delivery bonus and supersedes all prior and contemporaneous understandings on that subject, whether written or oral.
2
Signatures
AIB Data Centers Inc.
Name:
Jason Burnett
By:
Date:
Name:
Jerry Tang
ACTIVE 730002548
Title:
Chief Executive Officer
Date:
Executive
Signature:
______________________________
3
EX-99.1 — PRESS RELEASE, DATED OCTOBER 28, 2026
EX-99.1
Filename: ea030972701ex99-1.htm · Sequence: 5
Exhibit 99.1
AIB Data Centers Appoints Jason Burnett as Chief
Operations Officer
Former Hivelocity and DataBank Executive Will
Lead Construction and Operations
Appointment Strengthens AIB’s Ability
to Deliver Its Contracted Power Capacity of 120 MW and Further Scale Its Data Center Platform
NEW YORK, NY – October 28, 2026 –
AIB Data Centers Inc. (NYSE American: AIB) (“AIB” or the “Company”), a developer of right-sized, 40–90 MW
data centers for artificial intelligence and high-performance computing customers, today announced the appointment of Jason Burnett as
Chief Operations Officer, effective October 26, 2026. Mr. Burnett will report directly to Jerry Tang, Chief Executive Officer.
“We have secured the power and signed our
anchor customer. The next priority is executing on schedule and on budget,” said Jerry Tang, Chief Executive Officer of AIB Data
Centers. “Jason brings extensive experience managing complex data center operations and integrating acquisitions into a unified
operating platform. His expertise in construction oversight, procurement, and operational execution will be important as we advance multiple
projects.”
The appointment follows several recent milestones
for AIB, including the expansion of its total contracted power capacity from 65 MW to approximately 120 MW and a binding 12-year agreement
with Nebius (Nasdaq: NBIS) for 50 MW of critical IT capacity at the Company's CLT1 data center campus. With contracted power secured and
an anchor customer in place, AIB is strengthening its operating infrastructure to support the next phase of construction and project delivery.
“Building a scalable data center platform
requires consistent execution across every project, from procurement and construction through ongoing operations,” said Mr. Burnett.
“AIB has already established a strong foundation with its contracted power portfolio and Nebius agreement. My focus will be on implementing
the processes, controls, and operating standards needed to deliver projects efficiently and consistently as the portfolio grows. I look
forward to working with Jerry and the team as we move into this next phase.”
Mr. Burnett will oversee construction execution,
procurement, and data center operations, with responsibility for establishing standardized processes to support simultaneous project delivery,
cost control, schedule performance, and operational efficiency as AIB scales its portfolio.
He brings more than 20 years of experience in
data center, cloud, and managed infrastructure operations. Most recently, he served as Chief Operating Officer of Hivelocity, a provider
of bare metal, colocation, and private cloud infrastructure with approximately 50 data centers globally. In that role, he held profit-and-loss
responsibility across operations, infrastructure, product, engineering, and service delivery, and he oversaw platform integration following
four acquisitions. Prior to that, he served as Vice President of Customer Operations at DataBank, Ltd., and held operations leadership
positions at Contegix, Hosting.com, and NeoSpire, where he was the company's third employee and helped launch its first data center. He
began his career in the United States Marine Corps, serving in the Information Systems Management Office of the 8th Engineer Support Battalion
at Camp Lejeune, North Carolina.
About AIB Data Centers
AIB Data Centers Inc. is a developer and operator
of digital infrastructure focused on AI hosting and high-performance computing workloads. The Company's platform combines access to reliable,
scalable power resources with modular infrastructure deployment designed to accelerate the development of next-generation compute capacity.
For more information, visit https://www.aib.us/.
Forward-Looking Statements
This press release contains “forward-looking
statements” that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained
in this press release are forward-looking statements. Forward-looking statements may be identified by the use of words such as “may,”
“could,” “will,” “should,” “would,” “expect,” “plan,” “intend,”
“anticipate,” “believe,” “estimate,” “predict,” “potential,” “project”
or “continue” or the negative of these terms or other comparable terminology. These statements are based on management’s
current expectations and are subject to risks and uncertainties that could cause actual results to differ materially, including the Company’s
ability to attract and retain key personnel, the availability of capital and project financing, the timing and completion of construction,
utility and interconnection work, including at the Company’s CLT1 data center campus, customer demand, the Company’s ability
to satisfy its obligations under customer agreements, changes in applicable laws, regulations or utility requirements, and other factors
described in the Company’s filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the
date of this press release, and the Company undertakes no obligation to update any forward-looking statement except as required by law.
Investor Relations
Chris Tyson
Executive Vice President
MZ Group - MZ North America
Phone: (949) 491-8235
AIB@mzgroup.us
www.mzgroup.us
Media Relations
Alex Petersen
Director of Media Relations
Tigercomm
Phone: (203) 313-7699
media@aib.us
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Name of the City or Town
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Code for the postal or zip code
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Name of the state or province.
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A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
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Indicate if registrant meets the emerging growth company criteria.
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Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.
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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
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Two-character EDGAR code representing the state or country of incorporation.
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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
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Local phone number for entity.
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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
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Title of a 12(b) registered security.
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Name of the Exchange on which a security is registered.
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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
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Trading symbol of an instrument as listed on an exchange.
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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
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