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FILED: NEW YORK COUNTY CLERK 06/11/2024 09:50 PM INDEX NO. 651691/2024
NYSCEF DOC. NO. 16 RECEIVED NYSCEF: 06/11/2024
EXHIBIT 3
FILED: NEW YORK COUNTY CLERK 06/11/2024
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04:55 PM INDEX NO. 651691/2024
NYSCEF DOC. NO. 16
7 RECEIVED NYSCEF: 06/11/2024
04/12/2024
EXHIBIT B
FILED: NEW YORK COUNTY CLERK 06/11/2024
04/12/2024 09:50
04:55 PM INDEX NO. 651691/2024
NYSCEF DOC. NO. 16
7 RECEIVED NYSCEF: 06/11/2024
04/12/2024
VAULTMINER TECHNOLOGIES CORP.
Date: May 15, 2019
Jeff Tatarchuk
607 E. Lincolnway, Apt. 1
Cheyenne, WY 82009
Re: Consulting Agreement
Dear Jeff:
We are pleased to engage you as a consultant to Vaultminer Technologies Corp., a Delaware corporation
(the “Company”), on the terms set forth in this agreement (this “Agreement”). Capitalized terms used
but not otherwise defined herein have the meanings assigned to them in Exhibit A hereto.
Consulting Services: During the term of your engagement pursuant to this Agreement, you will perform
the following consulting services for the Company or its subsidiaries, (collectively, “Services”):
Strategic and advisory consulting services provided at and by means of regular calls
and/or in-person meetings with the Company’s and/or its subsidiaries’ management
teams and/or the Board of Directors of the Company (the “Board”). In connection with
your strategic and advisory consulting services to the Company, you will review and keep
current on information and materials delivered to you by the Company from time to time,
and engage with the Company’s and/or its subsidiaries’ management teams and/or the
Board from time to time for additional updates on the Company’s and/or its subsidiaries’
business.
In performing the Services hereunder, you will report to the executive officers of the Company, or such
other person(s) or entity as the Company may designate from time to time. You will perform the
Services diligently and in a professional manner, in accordance with the specifications, delivery or
completion timetable, and other criteria specified by the Company from time to time. You will perform
the Services on a part-time basis and you are free to engage in other business activities unless such
activities are expressly prohibited by this Agreement.
Fees: As compensation for the Services performed by you during the term of your engagement pursuant
to this Agreement, the Company will pay you consulting fees at the rate of US$50,000.00 per calendar
year (pro-rated for periods of less than a full calendar year), payable to you in equal installments in
accordance with the Company’s standard payroll practices in effect from time to time but in no event less
frequently than monthly (the “Fees”); provided that no such Fees shall be paid to you and no such Fees
shall accrue during the period prior to the date of the closing of a bona-fide equity financing in which the
Company and/or a subsidiary of the Company raises a minimum of US$1,000,000.00.
Expenses: The Company shall, contingent upon the Company’s prior written approval and receipt of
reasonable documentary evidence of the same, also reimburse you for all out of pocket costs and expenses
paid or incurred by you in performing the Services during the term of your engagement pursuant to this
Agreement.
Term: This Agreement may be terminated for any reason at any time by the Company upon written
notice to you, or by you upon written notice to the Company. Your engagement and Services pursuant to
this Agreement shall automatically terminate upon the effective date of termination of this Agreement by
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either party for any reason. Notwithstanding anything to the contrary in this Agreement, the terms and
provisions set forth in the remainder of this Agreement (“Non-Solicitation” through “Miscellaneous”)
shall survive the termination of this Agreement by either party for any reason.
Non-Solicitation: During the term of this Agreement and for a period of one (1) year following the
termination of this Agreement by either party for any reason, you shall not directly or indirectly,
anywhere in the United States of America, (a) solicit, recruit, or hire or engage away from the Company
or any of its subsidiaries, any persons or entities then, or at any time within the prior six (6) months,
employed by, or retained as consultants or other independent contractors by, the Company or any of its
subsidiaries, (b) solicit or endeavor to cause any person or entity that is or was an existing or prospective
customer or client, lessor, lender, licensor or licensee, or a supplier, service provider, distributor or
vendor, or strategic partner of the Company or any of its subsidiaries at any time during your employment
by the Company or any of its subsidiaries to terminate, abandon or otherwise alter, in a manner adverse to
the Company or any of its subsidiaries, the nature or volume of their business relationship or prospective
business relationship with the Company or any of its subsidiaries, or (c) assist any other person or entity
to take any action prohibited to you by this paragraph; provided that you shall be permitted directly or
indirectly to solicit or recruit any person or entity through general advertising not targeted to the
employees or consultants of the Company.
Non-Competition: During the term of this Agreement and for a period of one (1) year following the
termination of this Agreement for any reason (including, without limitation, expiration, non-renewal or
for breach), you shall not directly or indirectly participate, engage or assist in any Competitive Activities
anywhere in United States of America, or assist any other person or entity to take any action prohibited to
you by this paragraph. You understand that the foregoing restrictions may limit your ability to engage in
certain businesses or activities in certain jurisdictions during the period provided for above, but
acknowledge that you will receive sufficient consideration pursuant to this Agreement to justify such
restriction. It is expressly understood and agreed that the Company and you consider the restrictions
contained in this Agreement to be reasonable and necessary.
Confidential Information: During the term of this Agreement and at all times following the termination
of this Agreement by either party for any reason, you will hold in the strictest confidence, and not use, or
disclose to any person or entity (except for the benefit of the Company and/or its subsidiaries during the
term of, and in the proper performance of, your Services pursuant to this Agreement, or with the prior
written consent of the Company and/or its subsidiaries, or to the extent required by applicable law or
order or decree of a U.S. federal or state governmental authority), any Confidential Information which
you obtain, develop, create or contribute to, or which is learned by you, or disclosed or delivered to you.
You further agree not to make copies of such Confidential Information except with the prior written
consent of the Company and/or its subsidiaries.
You recognize that the Company and/or its subsidiaries have received and in the future will receive
confidential or proprietary information from third parties subject to a duty to maintain the confidentiality
of such information and to use it only for certain limited purposes. You agree to hold all such
confidential or proprietary information in the strictest confidence and not to disclose it to any person or
entity or to use it except for the benefit of the Company during the term of your engagement, and in the
proper performance of the Services, pursuant to this Agreement or with the prior written consent of the
Company, in each case consistent with the restrictions on such disclosure or other use applicable to the
Company and/or its subsidiaries in favor of such third party.
Ownership of Intellectual Property: You hereby agree that any and all intellectual property and other
work product developed, created or contributed to by you in whole or in part (a) in the context of your
performance of the Services hereunder, (b) that is derived from, relies upon, or uses or integrates
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Confidential Information, or (c) using any equipment, facilities or resources of the Company or any of its
subsidiaries, is (from inception) and shall remain the property of the Company, and is hereby irrevocably
and fully assigned by you to the Company and its successors and assigns forever. You also hereby agree
that any and all intellectual property and other work product developed, created or contributed to by you
for or at the request of the Company or any of its subsidiaries prior to the date hereof is (and was from
inception) and shall remain the property of the Company, and is hereby irrevocably and fully assigned by
you to the Company and its successors and assigns forever. You agree to (both during and after the term
of your Services pursuant to this Agreement) take any and all actions, and execute any documents or
instruments, requested by the Company to confirm, protect or perfect the Company’s exclusive rights,
title and interest in and to the foregoing intellectual property in any and every jurisdiction worldwide. If
the Company is unable because of your mental or physical incapacity or unavailability, or for any other
reason, to secure your signature or assistance to confirm, protect or perfect the Company's exclusive
rights, title and interest in and to any and all such intellectual property or other work product assigned to
the Company as provided above, then you hereby irrevocably designate and appoint the Company
(including each or any of its officers and agents from time to time), as your agent and attorney in fact to
act for and on your behalf and stead to execute and file any such documents and instruments, and to do
any and such other lawfully permitted acts, as the Company may from time to time deem to be necessary
or advisable to confirm, protect or perfect the Company's exclusive rights, title and interest in and to any
and all such intellectual property or other work product, in each case with the same legal force and effect
as if originally executed by you. You hereby acknowledge and agree that the Company's rights pursuant
to this paragraph shall not be limited by or otherwise adversely affected by any breach of, or dispute with,
the Company under or in connection with this Agreement, including with respect to any late payment or
any other dispute concerning payment.
Return of Property; Non-Disparagement: Upon the termination of this Agreement by either party for
any reason, or at the request of the Company at any time, you will promptly return to the Company any
and all information, documents or other materials relating to or containing Confidential Information
which are, and any and all other property of the Company or any of its subsidiaries which is, in your
possession, care or control, regardless of whether such materials were created or prepared by you or at
your request, and regardless of the form or medium of or containing such information, documents or other
materials.
You also agree that during and at all times following the termination of this Agreement by either party for
any reason, you shall not disparage the Company, its subsidiaries or their respective products, services,
businesses, operations, activities, directors, managers, officers or employees. The foregoing shall not be
violated by truthful statements in response to legal process, required governmental testimony or filings, or
administrative or arbitral proceedings (including, without limitation, depositions in connection with such
proceedings).
Enforceability: If a court declares that any term or provision set forth in the paragraphs entitled, “Non-
Solicitation; Non-Competition”, “Confidential Information”, “Ownership of Intellectual Property” or
“Return of Property; Non-Disparagement”, is invalid or unenforceable, you and the Company agree that
the court making the determination of invalidity or unenforceability shall have the power to reduce the
scope, duration or area of the applicable term or provision, to delete specific words or phrases from such
term or provision, or to replace such invalid or unenforceable term or provision with a term or provision
that is valid and enforceable and that comes closest to expressing the intention of the invalid or
unenforceable term or provision, and this Agreement shall be enforceable as so modified. It is the desire
and intent of you and the Company that the provisions of this Agreement shall be enforced to the fullest
extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is
sought. Except as otherwise provided above in this paragraph, in case any provision of this Agreement
shall be invalid, illegal or unenforceable, such invalid, illegal or unenforceable provision shall be deleted
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and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
Irreparable Harm: You acknowledge and agree that your obligations and agreements set forth in the
paragraphs entitled, “Non-Solicitation; Non-Competition”, “Confidential Information”, “Ownership of
Intellectual Property” or “Return of Property; Non-Disparagement” are essential and independent
conditions to and consideration for your engagement by the Company pursuant to this Agreement, and are
necessary and reasonable in order to protect the legitimate interests of the Company and its subsidiaries.
You acknowledge and admit that a breach by you or your successors, assigns, executors, administrators or
other legal representatives of any term or provision set forth in the paragraphs entitled, “Non-Solicitation;
Non-Competition”, “Confidential Information”, “Ownership of Intellectual Property” or “Return of
Property; Non-Disparagement” will cause the Company and its subsidiaries irreparable harm. You
further acknowledge and admit that the damages resulting from such a breach will be difficult or
impossible to ascertain, and will be of the sort that cannot be compensated solely by money or other
damages. You therefore waive (and are estopped from asserting in a court of law or equity) any argument
that the breach, or threatened breach, of any of such terms and provisions does not constitute irreparable
harm for which an adequate remedy at law is unavailable. You agree that the Company and/or any of its
subsidiaries shall be entitled to seek specific performance or other injunctive relief to compel compliance
with such terms and provisions, without requirement of posting a bond or other security. Nothing
contained in this Agreement shall be construed as prohibiting the Company from pursuing any other
remedies available at law or in equity for a breach, or threatened breach, by you or any of your
successors, assigns, executors, administrators or other legal representatives of any of the covenants
contained in the provisions referred to above.
Independent Contractor Status; No Benefits: You are an independent contractor with respect to the
Company and with respect to the performance of the Services hereunder, and not an employee or agent of
the Company or any of its subsidiaries, and neither the Company nor any of its subsidiaries shall be liable
for or bound by, contractually or otherwise, any representation, act or omission of or by you in connection
with the performance of the Services. You agree not to take any action which leads, or could reasonably
be expected to lead, a third party to believe that you have the power or authority to bind or otherwise
obligate the Company or any of its subsidiaries in connection with the performance of the Services. You
are not eligible under and shall not be entitled to participate in any of the benefit, welfare, bonus or
incentive plans or policies maintained by the Company or any of its subsidiaries from time to time for its
or their employees, officers, directors or managers, nor shall you be eligible for any other benefits
provided by the Company or any of its subsidiaries from time to time, including any vacation pay, sick
pay, disability benefits or workmen’s compensation. Unless otherwise required by applicable law, the
Company will not be responsible for collecting or paying any income, payroll, Social Security or other
federal, state, local, foreign or other taxes, making any insurance contributions, including unemployment
or disability, or obtaining worker's compensation insurance on your behalf. You shall be solely
responsible for, and shall indemnify the Company against, all such taxes or contributions, including
penalties and interest. Any persons employed or engaged by you in connection with the performance of
the Services hereunder shall be your employees or contractors and you shall be solely responsible for their
services, performance, compensation and the collection and payment of any and all taxes, and any and all
insurance contributions, in connection therewith. If applicable, the Company shall send you a Form 1099
for fees and/or other compensation paid to you pursuant to this Agreement or in connection with the
Services hereunder.
Representations and Warranties: You hereby represent, warrant and acknowledge to, and agree for the
benefit of, the Company as follows: (a) you have the requisite legal capacity, power and authority to
execute, deliver and perform this Agreement, and there are no agreements or understandings that would
make unlawful your execution or delivery of this Agreement or your obligations and commitments
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hereunder, (b) your execution and delivery of this Agreement and the performance of your duties and
obligations under this Agreement, will not conflict with, or breach or cause a default under, or give any
third party a right to damages under, or terminate, or require the giving of notice under, any other
agreement to which you are a party or by which you or your assets are bound, (c) you will not violate any
non-competition, non-solicitation or non-disclosure covenant by which you are bound, or use or disclose
any confidential or proprietary information obtained from, owned by, or developed or created (in whole
or in part) for, any third party, in connection with your performance of this Agreement, (d) you have
disclosed to the Company in full detail all non-competition, non-solicitation and non-disclosure covenants
by which you or your assets are bound as of the commencement of your engagement pursuant to this
Agreement, (e) you hold all visas, work permits, licenses, authorizations and approvals necessary to
perform the Services in accordance with this Agreement, and your execution, delivery and performance of
this Agreement will not violate any applicable laws, and (f) you have had full opportunity to seek advice
and representation by independent counsel of your own choosing in connection with the review,
interpretation, negotiation, execution and delivery of this Agreement.
Governing Law; Consent to Jurisdiction: This Agreement (and any action or proceeding arising in
connection with the transactions contemplated by this Agreement) shall be governed by and construed in
accordance with the laws of the State of Delaware (without giving effect to any conflicts of laws
provisions thereof). Each of the parties hereby irrevocably and unconditionally submits to the jurisdiction
of any state or federal court located in New York County, New York or New Castle County, Delaware,
and irrevocably agrees that all actions or proceedings arising out of or relating to this Agreement or the
transactions contemplated hereby shall be litigated exclusively in such courts (other than actions to
enforce in other jurisdictions, or appeals of orders or judgments, rendered by such courts). Each of the
parties agrees not to commence any legal action or proceeding related to or arising under this Agreement
except in such courts (other than actions to enforce in other jurisdictions, or appeals of orders or
judgments, rendered by such courts). Each of the parties irrevocably waives any objection which he, she
or it may now or hereafter have to the laying of the venue of any such proceeding in any such court and
hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court
that any such action, suit or proceeding brought in any such court has been brought in an inconvenient
forum. You and the Company agree that service of process in any such action or proceeding may be
effected in any manner permitted for giving of notice in this Agreement as well as any other manner
permitted by applicable law.
Miscellaneous: No modification, amendment or waiver of any provision of this Agreement, or consent
required hereby, nor any consent to any departure herefrom, shall be effective unless it is in writing and
signed by the parties hereto. Any such modification, amendment, waiver or consent shall be effective
only in the specific instance and for the specific purpose for which given. The rights and obligations of
the parties hereto shall be binding upon, and inure to the benefit of, the parties hereto and their respective
permitted successors and assigns. Notwithstanding the immediately preceding provision, your rights and
obligations under this Agreement shall not be assignable or transferable (including by operation of law)
without the prior written consent of the Company. You hereby acknowledge and agree that the Company
may assign its rights and obligations under this Agreement and any and all intellectual property owned by
or assigned to it pursuant to this Agreement, without restriction. The Company’s subsidiaries shall be
third party beneficiaries to the Company’s rights under this Agreement. Subject to the immediately
preceding provision, this Agreement is intended for the benefit of the parties hereto and their respective
permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced
by, any other person or entity. The provisions hereof, together with the exhibits hereto, contain the entire
agreement among the parties hereto with respect to the matters set forth herein, and supersede all prior
agreements and understandings among the parties hereto with respect to the matters set forth herein. This
Agreement may be executed in one or more counterparts, each executed counterpart (including
counterparts delivered by facsimile, e-mail or otherwise) to be deemed an original instrument, and all
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such counterparts together to be deemed but one agreement. Notices which must or may be given
pursuant to this Agreement shall be in writing, delivered by registered or certified mail (return receipt
requested), e-mail or facsimile (in each case with electronic confirmation of delivery), personal delivery,
or by international overnight courier (proof of delivery required), in each case to the address, e-mail
address or facsimile number of the intended recipient as set forth on the signature page hereto or such
other address, e-mail address or facsimile number as may be supplied by the intended recipient to the
other party hereto by written notice in accordance with this notice provision.
[Signature Page Follows]
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Please indicate your acknowledgement of, and agreement to, the terms of this Agreement by signing
below and returning this Agreement (as signed by you) to the Company.
We are excited that you have decided to undertake this engagement and look forward to working with
you.
Sincerely,
VAULTMINER TECHNOLOGIES CORP.
By ~• 01
Nttfu~
Title: Chief Executive Officer
Address: _ _ _ _ _ _ _ _ _ _ __
E-mail:
-------------
Acknowledged and agreed as of
the date first written above:
Printed Name : Jeff Tatarchuk
Address :_ _ _ __ _ _'--- - - -
E-mail:
[Signature Page to Consulting Agreement]
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Please indicate your acknowledgement of. and agreement to, the tenns of this Agreement by signing
below and returning this Agreement (as signed by you) to lhe Company. , .
We are CJlc::ited that you have decided to undertake this engagement and look forward to working with
1 you.
1
Sincerely,
VAULTMINER TECHNOLOGIES CORP.
By: - - - - - - - - - - - -
Name: Gregory D. King
Title: Chief Executive Officer
Address:. _ _ _ _ _ _ _ _ _ _ __
E-mail:,_ _ _ _ _ _ _ _ _ _ __
Acknowledged and agreed as of
the date first written abo~e: ··· •
~~
Address: CJ,: E- C...,c..,\~
~2~_,wy <;z_
'
,
(Signature Page IO Consulting Agreemtnt]
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EXHIBIT A
CERTAIN DEFINED TERMS
For the purposes of this Agreement, the following terms shall have the following definitions:
“Affiliate” means with respect to any person or entity, any other person or entity controlled by,
controlling, or under common control with, such person or entity.
“Confidential Information” means any information, documents or materials of a confidential or
proprietary nature pertaining to the Company or any of its subsidiaries, or provided on a confidential
basis by any other person or entity with which the Company or any of its subsidiaries conducts
business, including any (a) plans, strategies, tactics, policies, resolutions, inventions, patents,
trademarks, service marks, trade dress, copyrights or copyrightable materials, trade secrets, know how,
patent, trademark or service mark applications, inventions, improvements, developments, discoveries
and other intellectual property or intellectual property rights, (b) information regarding litigation or
negotiations, (c) any marketing information, sales or product plans, prospects, and market research
data, (d) financial information, cost and performance data, debt arrangements, equity ownership or
securities transaction information, (e) technical information, technical drawings and designs, mask
works, software, source code, object code, drawings, diagrams, formulas, algorithms and processes, (f)
personnel information, personnel lists, resumes, personnel data, organizational structure, compensation
information and performance evaluations, (g) customer, vendor or supplier information, lists, data,
pricing or terms, (h) information regarding the existence or terms of any agreement or relationship
between the Company or any of its subsidiaries and any other person or entity, and (i) information or
trade secrets that give to the Company or any of its subsidiaries an opportunity to obtain an advantage
over its competitors who or which do not have access to such information; provided, that Confidential
Information shall not include information which is or becomes (through no improper action or inaction
by you or your Affiliates, family members, representatives or agents) generally available to the public.
“Competitive Activities” means any of the following activities or businesses, whether engaged in
directly or indirectly: (i) developing, creating, producing, offering, providing, marketing, selling,
performing and/or distributing products or services that compete with the business, operations,
activities, products or services of the Company or any of its subsidiaries, including the validation of
cryptocurrency transactions, also known as cryptocurrency mining; or (ii) causing or assisting any
person or entity other than the Company or its subsidiaries to take or attempt to take any action
described in clause (i) above.
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FILED: NEW YORK COUNTY CLERK 06/11/2024 09:50 PM INDEX NO. 651691/2024 NYSCEF DOC. NO. 16 RECEIVED NYSCEF: 06/11/2024 EXHIBIT 3 FILED: NEW YORK COUNTY CLERK 06/11/2024 04/12/2024 09:50 04:55 PM INDEX NO. 651691/2024 NYSCEF DOC. NO. 16 7 RECEIVED NYSCEF: 06/11/2024 04/12/2024 EXHIBIT B FILED: NEW YORK COUNTY CLERK 06/11/2024 04/12/2024 09:50 04:55 PM INDEX NO. 651691/2024 NYSCEF DOC. NO. 16 7 RECEIVED NYSCEF: 06/11/2024 04/12/2024 VAULTMINER TECHNOLOGIES CORP. Date: May 15, 2019 Jeff Tatarchuk 607 E. Lincolnway, Apt. 1 Cheyenne, WY 82009 Re: Consulting Agreement Dear Jeff: We are pleased to engage you as a consultant to Vaultminer Technologies Corp., a Delaware corporation (the “Company”), on the terms set forth in this agreement (this “Agreement”). Capitalized terms used but not otherwise defined herein have the meanings assigned to them in Exhibit A hereto. Consulting Services: During the term of your engagement pursuant to this Agreement, you will perform the following consulting services for the Company or its subsidiaries, (collectively, “Services”): Strategic and advisory consulting services provided at and by means of regular calls and/or in-person meetings with the Company’s and/or its subsidiaries’ management teams and/or the Board of Directors of the Company (the “Board”). In connection with your strategic and advisory consulting services to the Company, you will review and keep current on information and materials delivered to you by the Company from time to time, and engage with the Company’s and/or its subsidiaries’ management teams and/or the Board from time to time for additional updates on the Company’s and/or its subsidiaries’ business. In performing the Services hereunder, you will report to the executive officers of the Company, or such other person(s) or entity as the Company may designate from time to time. You will perform the Services diligently and in a professional manner, in accordance with the specifications, delivery or completion timetable, and other criteria specified by the Company from time to time. You will perform the Services on a part-time basis and you are free to engage in other business activities unless such activities are expressly prohibited by this Agreement. Fees: As compensation for the Services performed by you during the term of your engagement pursuant to this Agreement, the Company will pay you consulting fees at the rate of US$50,000.00 per calendar year (pro-rated for periods of less than a full calendar year), payable to you in equal installments in accordance with the Company’s standard payroll practices in effect from time to time but in no event less frequently than monthly (the “Fees”); provided that no such Fees shall be paid to you and no such Fees shall accrue during the period prior to the date of the closing of a bona-fide equity financing in which the Company and/or a subsidiary of the Company raises a minimum of US$1,000,000.00. Expenses: The Company shall, contingent upon the Company’s prior written approval and receipt of reasonable documentary evidence of the same, also reimburse you for all out of pocket costs and expenses paid or incurred by you in performing the Services during the term of your engagement pursuant to this Agreement. Term: This Agreement may be terminated for any reason at any time by the Company upon written notice to you, or by you upon written notice to the Company. Your engagement and Services pursuant to this Agreement shall automatically terminate upon the effective date of termination of this Agreement by 235583 FILED: NEW YORK COUNTY CLERK 06/11/2024 04/12/2024 09:50 04:55 PM INDEX NO. 651691/2024 NYSCEF DOC. NO. 16 7 RECEIVED NYSCEF: 06/11/2024 04/12/2024 either party for any reason. Notwithstanding anything to the contrary in this Agreement, the terms and provisions set forth in the remainder of this Agreement (“Non-Solicitation” through “Miscellaneous”) shall survive the termination of this Agreement by either party for any reason. Non-Solicitation: During the term of this Agreement and for a period of one (1) year following the termination of this Agreement by either party for any reason, you shall not directly or indirectly, anywhere in the United States of America, (a) solicit, recruit, or hire or engage away from the Company or any of its subsidiaries, any persons or entities then, or at any time within the prior six (6) months, employed by, or retained as consultants or other independent contractors by, the Company or any of its subsidiaries, (b) solicit or endeavor to cause any person or entity that is or was an existing or prospective customer or client, lessor, lender, licensor or licensee, or a supplier, service provider, distributor or vendor, or strategic partner of the Company or any of its subsidiaries at any time during your employment by the Company or any of its subsidiaries to terminate, abandon or otherwise alter, in a manner adverse to the Company or any of its subsidiaries, the nature or volume of their business relationship or prospective business relationship with the Company or any of its subsidiaries, or (c) assist any other person or entity to take any action prohibited to you by this paragraph; provided that you shall be permitted directly or indirectly to solicit or recruit any person or entity through general advertising not targeted to the employees or consultants of the Company. Non-Competition: During the term of this Agreement and for a period of one (1) year following the termination of this Agreement for any reason (including, without limitation, expiration, non-renewal or for breach), you shall not directly or indirectly participate, engage or assist in any Competitive Activities anywhere in United States of America, or assist any other person or entity to take any action prohibited to you by this paragraph. You understand that the foregoing restrictions may limit your ability to engage in certain businesses or activities in certain jurisdictions during the period provided for above, but acknowledge that you will receive sufficient consideration pursuant to this Agreement to justify such restriction. It is expressly understood and agreed that the Company and you consider the restrictions contained in this Agreement to be reasonable and necessary. Confidential Information: During the term of this Agreement and at all times following the termination of this Agreement by either party for any reason, you will hold in the strictest confidence, and not use, or disclose to any person or entity (except for the benefit of the Company and/or its subsidiaries during the term of, and in the proper performance of, your Services pursuant to this Agreement, or with the prior written consent of the Company and/or its subsidiaries, or to the extent required by applicable law or order or decree of a U.S. federal or state governmental authority), any Confidential Information which you obtain, develop, create or contribute to, or which is learned by you, or disclosed or delivered to you. You further agree not to make copies of such Confidential Information except with the prior written consent of the Company and/or its subsidiaries. You recognize that the Company and/or its subsidiaries have received and in the future will receive confidential or proprietary information from third parties subject to a duty to maintain the confidentiality of such information and to use it only for certain limited purposes. You agree to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person or entity or to use it except for the benefit of the Company during the term of your engagement, and in the proper performance of the Services, pursuant to this Agreement or with the prior written consent of the Company, in each case consistent with the restrictions on such disclosure or other use applicable to the Company and/or its subsidiaries in favor of such third party. Ownership of Intellectual Property: You hereby agree that any and all intellectual property and other work product developed, created or contributed to by you in whole or in part (a) in the context of your performance of the Services hereunder, (b) that is derived from, relies upon, or uses or integrates -2- FILED: NEW YORK COUNTY CLERK 06/11/2024 04/12/2024 09:50 04:55 PM INDEX NO. 651691/2024 NYSCEF DOC. NO. 16 7 RECEIVED NYSCEF: 06/11/2024 04/12/2024 Confidential Information, or (c) using any equipment, facilities or resources of the Company or any of its subsidiaries, is (from inception) and shall remain the property of the Company, and is hereby irrevocably and fully assigned by you to the Company and its successors and assigns forever. You also hereby agree that any and all intellectual property and other work product developed, created or contributed to by you for or at the request of the Company or any of its subsidiaries prior to the date hereof is (and was from inception) and shall remain the property of the Company, and is hereby irrevocably and fully assigned by you to the Company and its successors and assigns forever. You agree to (both during and after the term of your Services pursuant to this Agreement) take any and all actions, and execute any documents or instruments, requested by the Company to confirm, protect or perfect the Company’s exclusive rights, title and interest in and to the foregoing intellectual property in any and every jurisdiction worldwide. If the Company is unable because of your mental or physical incapacity or unavailability, or for any other reason, to secure your signature or assistance to confirm, protect or perfect the Company's exclusive rights, title and interest in and to any and all such intellectual property or other work product assigned to the Company as provided above, then you hereby irrevocably designate and appoint the Company (including each or any of its officers and agents from time to time), as your agent and attorney in fact to act for and on your behalf and stead to execute and file any such documents and instruments, and to do any and such other lawfully permitted acts, as the Company may from time to time deem to be necessary or advisable to confirm, protect or perfect the Company's exclusive rights, title and interest in and to any and all such intellectual property or other work product, in each case with the same legal force and effect as if originally executed by you. You hereby acknowledge and agree that the Company's rights pursuant to this paragraph shall not be limited by or otherwise adversely affected by any breach of, or dispute with, the Company under or in connection with this Agreement, including with respect to any late payment or any other dispute concerning payment. Return of Property; Non-Disparagement: Upon the termination of this Agreement by either party for any reason, or at the request of the Company at any time, you will promptly return to the Company any and all information, documents or other materials relating to or containing Confidential Information which are, and any and all other property of the Company or any of its subsidiaries which is, in your possession, care or control, regardless of whether such materials were created or prepared by you or at your request, and regardless of the form or medium of or containing such information, documents or other materials. You also agree that during and at all times following the termination of this Agreement by either party for any reason, you shall not disparage the Company, its subsidiaries or their respective products, services, businesses, operations, activities, directors, managers, officers or employees. The foregoing shall not be violated by truthful statements in response to legal process, required governmental testimony or filings, or administrative or arbitral proceedings (including, without limitation, depositions in connection with such proceedings). Enforceability: If a court declares that any term or provision set forth in the paragraphs entitled, “Non- Solicitation; Non-Competition”, “Confidential Information”, “Ownership of Intellectual Property” or “Return of Property; Non-Disparagement”, is invalid or unenforceable, you and the Company agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the applicable term or provision, to delete specific words or phrases from such term or provision, or to replace such invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified. It is the desire and intent of you and the Company that the provisions of this Agreement shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Except as otherwise provided above in this paragraph, in case any provision of this Agreement shall be invalid, illegal or unenforceable, such invalid, illegal or unenforceable provision shall be deleted -3- FILED: NEW YORK COUNTY CLERK 06/11/2024 04/12/2024 09:50 04:55 PM INDEX NO. 651691/2024 NYSCEF DOC. NO. 16 7 RECEIVED NYSCEF: 06/11/2024 04/12/2024 and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Irreparable Harm: You acknowledge and agree that your obligations and agreements set forth in the paragraphs entitled, “Non-Solicitation; Non-Competition”, “Confidential Information”, “Ownership of Intellectual Property” or “Return of Property; Non-Disparagement” are essential and independent conditions to and consideration for your engagement by the Company pursuant to this Agreement, and are necessary and reasonable in order to protect the legitimate interests of the Company and its subsidiaries. You acknowledge and admit that a breach by you or your successors, assigns, executors, administrators or other legal representatives of any term or provision set forth in the paragraphs entitled, “Non-Solicitation; Non-Competition”, “Confidential Information”, “Ownership of Intellectual Property” or “Return of Property; Non-Disparagement” will cause the Company and its subsidiaries irreparable harm. You further acknowledge and admit that the damages resulting from such a breach will be difficult or impossible to ascertain, and will be of the sort that cannot be compensated solely by money or other damages. You therefore waive (and are estopped from asserting in a court of law or equity) any argument that the breach, or threatened breach, of any of such terms and provisions does not constitute irreparable harm for which an adequate remedy at law is unavailable. You agree that the Company and/or any of its subsidiaries shall be entitled to seek specific performance or other injunctive relief to compel compliance with such terms and provisions, without requirement of posting a bond or other security. Nothing contained in this Agreement shall be construed as prohibiting the Company from pursuing any other remedies available at law or in equity for a breach, or threatened breach, by you or any of your successors, assigns, executors, administrators or other legal representatives of any of the covenants contained in the provisions referred to above. Independent Contractor Status; No Benefits: You are an independent contractor with respect to the Company and with respect to the performance of the Services hereunder, and not an employee or agent of the Company or any of its subsidiaries, and neither the Company nor any of its subsidiaries shall be liable for or bound by, contractually or otherwise, any representation, act or omission of or by you in connection with the performance of the Services. You agree not to take any action which leads, or could reasonably be expected to lead, a third party to believe that you have the power or authority to bind or otherwise obligate the Company or any of its subsidiaries in connection with the performance of the Services. You are not eligible under and shall not be entitled to participate in any of the benefit, welfare, bonus or incentive plans or policies maintained by the Company or any of its subsidiaries from time to time for its or their employees, officers, directors or managers, nor shall you be eligible for any other benefits provided by the Company or any of its subsidiaries from time to time, including any vacation pay, sick pay, disability benefits or workmen’s compensation. Unless otherwise required by applicable law, the Company will not be responsible for collecting or paying any income, payroll, Social Security or other federal, state, local, foreign or other taxes, making any insurance contributions, including unemployment or disability, or obtaining worker's compensation insurance on your behalf. You shall be solely responsible for, and shall indemnify the Company against, all such taxes or contributions, including penalties and interest. Any persons employed or engaged by you in connection with the performance of the Services hereunder shall be your employees or contractors and you shall be solely responsible for their services, performance, compensation and the collection and payment of any and all taxes, and any and all insurance contributions, in connection therewith. If applicable, the Company shall send you a Form 1099 for fees and/or other compensation paid to you pursuant to this Agreement or in connection with the Services hereunder. Representations and Warranties: You hereby represent, warrant and acknowledge to, and agree for the benefit of, the Company as follows: (a) you have the requisite legal capacity, power and authority to execute, deliver and perform this Agreement, and there are no agreements or understandings that would make unlawful your execution or delivery of this Agreement or your obligations and commitments -4- FILED: NEW YORK COUNTY CLERK 06/11/2024 04/12/2024 09:50 04:55 PM INDEX NO. 651691/2024 NYSCEF DOC. NO. 16 7 RECEIVED NYSCEF: 06/11/2024 04/12/2024 hereunder, (b) your execution and delivery of this Agreement and the performance of your duties and obligations under this Agreement, will not conflict with, or breach or cause a default under, or give any third party a right to damages under, or terminate, or require the giving of notice under, any other agreement to which you are a party or by which you or your assets are bound, (c) you will not violate any non-competition, non-solicitation or non-disclosure covenant by which you are bound, or use or disclose any confidential or proprietary information obtained from, owned by, or developed or created (in whole or in part) for, any third party, in connection with your performance of this Agreement, (d) you have disclosed to the Company in full detail all non-competition, non-solicitation and non-disclosure covenants by which you or your assets are bound as of the commencement of your engagement pursuant to this Agreement, (e) you hold all visas, work permits, licenses, authorizations and approvals necessary to perform the Services in accordance with this Agreement, and your execution, delivery and performance of this Agreement will not violate any applicable laws, and (f) you have had full opportunity to seek advice and representation by independent counsel of your own choosing in connection with the review, interpretation, negotiation, execution and delivery of this Agreement. Governing Law; Consent to Jurisdiction: This Agreement (and any action or proceeding arising in connection with the transactions contemplated by this Agreement) shall be governed by and construed in accordance with the laws of the State of Delaware (without giving effect to any conflicts of laws provisions thereof). Each of the parties hereby irrevocably and unconditionally submits to the jurisdiction of any state or federal court located in New York County, New York or New Castle County, Delaware, and irrevocably agrees that all actions or proceedings arising out of or relating to this Agreement or the transactions contemplated hereby shall be litigated exclusively in such courts (other than actions to enforce in other jurisdictions, or appeals of orders or judgments, rendered by such courts). Each of the parties agrees not to commence any legal action or proceeding related to or arising under this Agreement except in such courts (other than actions to enforce in other jurisdictions, or appeals of orders or judgments, rendered by such courts). Each of the parties irrevocably waives any objection which he, she or it may now or hereafter have to the laying of the venue of any such proceeding in any such court and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. You and the Company agree that service of process in any such action or proceeding may be effected in any manner permitted for giving of notice in this Agreement as well as any other manner permitted by applicable law. Miscellaneous: No modification, amendment or waiver of any provision of this Agreement, or consent required hereby, nor any consent to any departure herefrom, shall be effective unless it is in writing and signed by the parties hereto. Any such modification, amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. The rights and obligations of the parties hereto shall be binding upon, and inure to the benefit of, the parties hereto and their respective permitted successors and assigns. Notwithstanding the immediately preceding provision, your rights and obligations under this Agreement shall not be assignable or transferable (including by operation of law) without the prior written consent of the Company. You hereby acknowledge and agree that the Company may assign its rights and obligations under this Agreement and any and all intellectual property owned by or assigned to it pursuant to this Agreement, without restriction. The Company’s subsidiaries shall be third party beneficiaries to the Company’s rights under this Agreement. Subject to the immediately preceding provision, this Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person or entity. The provisions hereof, together with the exhibits hereto, contain the entire agreement among the parties hereto with respect to the matters set forth herein, and supersede all prior agreements and understandings among the parties hereto with respect to the matters set forth herein. This Agreement may be executed in one or more counterparts, each executed counterpart (including counterparts delivered by facsimile, e-mail or otherwise) to be deemed an original instrument, and all -5- FILED: NEW YORK COUNTY CLERK 06/11/2024 04/12/2024 09:50 04:55 PM INDEX NO. 651691/2024 NYSCEF DOC. NO. 16 7 RECEIVED NYSCEF: 06/11/2024 04/12/2024 such counterparts together to be deemed but one agreement. Notices which must or may be given pursuant to this Agreement shall be in writing, delivered by registered or certified mail (return receipt requested), e-mail or facsimile (in each case with electronic confirmation of delivery), personal delivery, or by international overnight courier (proof of delivery required), in each case to the address, e-mail address or facsimile number of the intended recipient as set forth on the signature page hereto or such other address, e-mail address or facsimile number as may be supplied by the intended recipient to the other party hereto by written notice in accordance with this notice provision. [Signature Page Follows] -6- FILED: NEW YORK COUNTY CLERK 06/11/2024 04/12/2024 09:50 04:55 PM INDEX NO. 651691/2024 NYSCEF DOC. NO. 16 7 RECEIVED NYSCEF: 06/11/2024 04/12/2024 Please indicate your acknowledgement of, and agreement to, the terms of this Agreement by signing below and returning this Agreement (as signed by you) to the Company. We are excited that you have decided to undertake this engagement and look forward to working with you. Sincerely, VAULTMINER TECHNOLOGIES CORP. By ~• 01 Nttfu~ Title: Chief Executive Officer Address: _ _ _ _ _ _ _ _ _ _ __ E-mail: ------------- Acknowledged and agreed as of the date first written above: Printed Name : Jeff Tatarchuk Address :_ _ _ __ _ _'--- - - - E-mail: [Signature Page to Consulting Agreement] FILED: NEW YORK COUNTY CLERK 06/11/2024 04/12/2024 09:50 04:55 PM INDEX NO. 651691/2024 NYSCEF DOC. NO. 16 7 RECEIVED NYSCEF: 06/11/2024 04/12/2024 Please indicate your acknowledgement of. and agreement to, the tenns of this Agreement by signing below and returning this Agreement (as signed by you) to lhe Company. , . We are CJlc::ited that you have decided to undertake this engagement and look forward to working with 1 you. 1 Sincerely, VAULTMINER TECHNOLOGIES CORP. By: - - - - - - - - - - - - Name: Gregory D. King Title: Chief Executive Officer Address:. _ _ _ _ _ _ _ _ _ _ __ E-mail:,_ _ _ _ _ _ _ _ _ _ __ Acknowledged and agreed as of the date first written abo~e: ··· • ~~ Address: CJ,: E- C...,c..,\~ ~2~_,wy <;z_ ' , (Signature Page IO Consulting Agreemtnt] FILED: NEW YORK COUNTY CLERK 06/11/2024 04/12/2024 09:50 04:55 PM INDEX NO. 651691/2024 NYSCEF DOC. NO. 16 7 RECEIVED NYSCEF: 06/11/2024 04/12/2024 EXHIBIT A CERTAIN DEFINED TERMS For the purposes of this Agreement, the following terms shall have the following definitions: “Affiliate” means with respect to any person or entity, any other person or entity controlled by, controlling, or under common control with, such person or entity. “Confidential Information” means any information, documents or materials of a confidential or proprietary nature pertaining to the Company or any of its subsidiaries, or provided on a confidential basis by any other person or entity with which the Company or any of its subsidiaries conducts business, including any (a) plans, strategies, tactics, policies, resolutions, inventions, patents, trademarks, service marks, trade dress, copyrights or copyrightable materials, trade secrets, know how, patent, trademark or service mark applications, inventions, improvements, developments, discoveries and other intellectual property or intellectual property rights, (b) information regarding litigation or negotiations, (c) any marketing information, sales or product plans, prospects, and market research data, (d) financial information, cost and performance data, debt arrangements, equity ownership or securities transaction information, (e) technical information, technical drawings and designs, mask works, software, source code, object code, drawings, diagrams, formulas, algorithms and processes, (f) personnel information, personnel lists, resumes, personnel data, organizational structure, compensation information and performance evaluations, (g) customer, vendor or supplier information, lists, data, pricing or terms, (h) information regarding the existence or terms of any agreement or relationship between the Company or any of its subsidiaries and any other person or entity, and (i) information or trade secrets that give to the Company or any of its subsidiaries an opportunity to obtain an advantage over its competitors who or which do not have access to such information; provided, that Confidential Information shall not include information which is or becomes (through no improper action or inaction by you or your Affiliates, family members, representatives or agents) generally available to the public. “Competitive Activities” means any of the following activities or businesses, whether engaged in directly or indirectly: (i) developing, creating, producing, offering, providing, marketing, selling, performing and/or distributing products or services that compete with the business, operations, activities, products or services of the Company or any of its subsidiaries, including the validation of cryptocurrency transactions, also known as cryptocurrency mining; or (ii) causing or assisting any person or entity other than the Company or its subsidiaries to take or attempt to take any action described in clause (i) above.