EMPLOYMENT AGREEMENT, DATED OCTOBER 12, 2026, AMONG AIBOTICS INC., NOVACORE LABS LIMITED AND RYAN MOORE

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of October 12, 2026 (the “Effective Date”), by and between NOVACORE LABS LIMITED, a company organized and existing under the laws of Jamaica (“NovaCore”) and a wholly owned subsidiary of Aibotics Inc., a Nevada corporation (“Aibotics” and together with Novacore*** ***the “Corporation”), and Ryan Moore (the “Employee”), under the following circumstances:

RECITALS:

A.The Corporation acquired certain assets of PlayJamaica Limited, a company organized and existing under the laws of Jamaica (“PlayJamaica”) on even date herewith. 

B.Employee was a principal developer of the assets acquired; and 

C.The Employee desires to render services to the Corporation upon the terms and conditions hereinafter set forth. 

NOW, THEREFORE, the parties mutually agree as follows:

1.Employment. The Corporation hereby employs the Employee and the Employee hereby accepts employment as an Employee of Corporation, subject to the terms and conditions set forth in this Agreement. 

2.Duties. The Employee shall serve as Vice President of NovaCore Labs Limited with such duties, responsibilities, and authority as are commensurate and consistent with his position, as may be, from time to time, assigned to him by the Chief Executive Officer (the “CEO”) of NovaCore or his designee. The Employee shall report directly to the CEO. During the Term (as defined in Section 3), the Employee shall devote all his full business time and efforts to the performance of his duties hereunder unless otherwise authorized by the CEO. Notwithstanding the foregoing, the expenditure of reasonable amounts of time by the Employee for the making of passive personal investments, the conduct of business affairs and charitable and professional activities shall be allowed, provided such activities do not materially interfere with the services required to be rendered to the Corporation hereunder and do not violate the restrictive covenants set forth in Section 9 below.    

3.Term of Employment. The term of the Employee’s employment hereunder, unless sooner terminated as provided herein (the “Initial Term”), shall be for a period of three (3) years commencing on the Effective Date. The term of this Agreement shall automatically be extended for up to five additional terms of one (1) year each (each a “Renewal Term”) unless either party gives prior written notice of non-renewal to the other party no later than thirty (30) days prior to the expiration of the Initial Term (“Non-Renewal Notice”), or the then current Renewal Term, as the case may be. For purposes of this Agreement, the Initial Term and any Renewal Term are hereinafter collectively referred to as the “Term.” 

4.Compensation of Employee. 

(a)Commencement Bonus. Within 10 business days of the Effective Date Aibotics shall issue to the Employee 50,000,000 shares of Aibotics’ common stock, which shares shall vest in equal installments of 16,666,667, 16,666,667, and 16,666,666 shares on each of the first, second, and third anniversaries of the Effective Date, subject to Employee’s continued employment through each such vesting date. Unvested shares shall be subject to forfeiture and repurchase by the Corporation at par value upon termination of Employee’s employment for any reason other than termination by the Corporation without Cause or by the Employee for Good Reason. The shares shall be restricted securities and carry a standard Rule 144 legend. 

(b)Performance Based Compensation. Employee shall be entitled to a cash bonus equal to 8% of Novacore Labs net income as determined in accordance with US GAAP, subject to a maximum annual payment of $500,000. Net Income shall include revenue from both existing and new clients of Novacore, but shall exclude any extraordinary or non-recurring items, intercompany charges, and gains or losses from the sale of assets outside the ordinary course of business. This performance based payment shall be made quarterly not later than 60 days after the close of each fiscal quarter, based on quarterly net income for that quarter. 

(c)Milestone Bonus. Employee shall be entitled to awards of Series B Preferred Stock (“Preferred Stock”) upon the following milestones: 

(i)Year 2.  If NovaCore achieves gross revenue (as determined by the Corporation in accordance with GAAP, consistently applied) of $1,000,000 from the Assets acquired from PlayJamaica by the 2nd anniversary of this Agreement, the Corporation will issue to the Employee $625,000 face value of Preferred Stock. 

(ii)Year 3.  If NovaCore achieves a gross revenue of $2,000,000 from the assets acquired from PlayJamaica by the 3rd anniversary of this Agreement, the Corporation will issue to the Employee an additional $625,000 of Preferred Stock. 

(iii)The Corporation shall use commercially reasonable eff fund Novacore such that there is sufficient capital for Employee to have a reasonable opportunity to reach the milestones set forth above and to fund the agreed upon business plan, subject to available resources and the Corporation’s business judgment. It is expected that the Corporation will provide up to $1,000,000 to Novacore to finance the business plan related to the Assets. 

(d)Equity Awards.  Employee shall be eligible for such grants of awards under stock option or other equity incentive plans of the Corporation adopted by the Board and approved by the Corporation’s stockholders (or any successor or replacement plan adopted by the Board and approved by the Corporation’s stockholders) (the “Plan”) as the Compensation Committee of the Corporation may from time to time determine (the “Share Awards”).  Share Awards shall be subject to the applicable Plan terms and conditions, provided, however, that Share Awards shall be subject to any additional terms and conditions as are provided herein or in any award certificate(s), which shall supersede any conflicting provisions governing Share Awards provided under the Plan.  

(e)Bonus. The Employee may receive a yearly bonus as determined by the Compensation Committee of the Board of Directors in its sole discretion. In determining the bonus the Compensation Committee may consider achieving or exceeding targets established under the acquisition milestone plan, annual business plan or subsequent Board-approved performance targets. 

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(f) The Corporation shall pay or reimburse the Employee for all reasonable out-of-pocket expenses actually incurred or paid by the Employee in the course of his employment, including all reasonable expenses in connection with Employee’s employment with the Corporation, consistent with the Corporation’s policy for reimbursement of expenses from time to time and home office reimbursement, if applicable.   

(g)The Employee shall be entitled to participate in such pension, profit sharing, group insurance, hospitalization, and group health and benefit plans and all other benefits and plans the Corporation provides to its senior employees.~~~~

5.Termination.  

(a)This Agreement and the Employee’s employment hereunder shall terminate upon the happening of any of the following events (each such termination to be effective as of the date specified in the applicable notice or event): 

(i)upon the Employee’s death; 

(ii)upon the Employee’s “Total Disability” (as herein defined); 

(iii)upon the expiration of the Initial Term of this Agreement or any Renewal Term thereof, if either party has provided a timely notice of non-renewal in accordance with Section 3, above; 

(iv)at the Employee’s option, upon thirty (30) days prior written notice to the Corporation; 

(v)at the Employee’s option, in the event of an act by the Corporation, defined in Section 5(c), below, as constituting “Good Reason” for termination by the Employee;

(vi)at the Corporation’s option, in the event of an act by the Employee, defined in Section 5(d), below, as constituting “Cause” for termination by the Corporation; or 

(vii)at the Corporation’s option, without “Cause,” upon thirty (30) days prior written notice to the Employee. 

(b)For purposes of this Agreement, the Employee shall be deemed to be suffering from a “Total Disability” if the Employee has failed to perform his regular and customary duties to Corporation for a period of 180 days out of any 360-day period and if before the Employee has become “Rehabilitated” (as herein defined) a physician selected by the Corporation and reasonably acceptable to the Employee (or the Employee’s representative) certifies in writing that the Employee is mentally or physically incapable or unable to continue to perform such regular and customary duties of employment, with or without reasonable accommodation. As used herein, the term “Rehabilitated” shall mean such time as the Employee is willing, able and commences to devote his time and energies to the affairs of Corporation to the extent and in the manner that he did so prior to his Total Disability. Nothing in this Section 8(b) shall be construed to waive the Employee’s rights, if any, under existing law including, without limitation, to the extent applicable, the Family and Medical Leave Act of 1993, 29 U.S.C.  

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s.2601 et seq. and the Americans with Disabilities Act, 42 U.S.C. s12101 et seq., and any comparable laws of Jamaica.

(c)For purposes of this Agreement, the term “Good Reason” shall mean that the Employee has resigned due to (i) any substantial and sustained diminution of duties inconsistent with Employee’s title, authority, duties and responsibilities (excluding, for the avoidance of doubt, changes resulting from corporate reorganization, growth, or the hiring of additional executives, and excluding a material change in the chain of reporting unless Employee is required to report to a person other than the CEO or the Board), which is not cured within thirty (30) days after receipt of written notice thereof from the Employee; (ii) any reduction of or failure to pay Employee compensation provided for herein, except to the extent Employee consents in writing prior to any reduction, deferral or waiver of compensation, which non-payment continues for a period of ten (10) days following written notice to the Corporation by Employee of such non-payment; and (iii) any material violation by the Corporation of its obligations under this Agreement that is not cured within thirty (30) days after receipt of written notice thereof from the Employee. Notwithstanding the foregoing, in order to resign for Good Reason, Employee must provide written notice to the Corporation within sixty (60) days of the initial occurrence of the Good Reason event, and if the Corporation cures such event within the applicable cure period, Good Reason shall not be deemed to exist.   

(d)For purposes of this Agreement, the term “Cause” shall mean: 

(i)conviction of a felony or a crime involving fraud or moral turpitude; or 

(ii)theft, material act of dishonesty or fraud, intentional falsification of any employment or Corporation records, or commission of any criminal act which impairs Employee’s ability to perform appropriate employment duties for the Corporation; or 

(iii)intentional or reckless conduct or gross negligence materially harmful to the Corporation, including violation of a non-competition or confidentiality agreement; or

(iv)willful failure to follow lawful and reasonable instructions of the person or body to which Employee reports, which failure, if curable, is not cured within thirty (30) days after written notice to the Employee thereof; or 

(v)gross negligence or willful misconduct in the performance of Employee’s assigned duties; or 

(vi)any material breach of this Agreement by Employee, which breach, if curable, is not cured within fifteen (15) days after written notice to the Employee of such breach. 

6.Effects of Termination. 

(a)Upon termination of the Employee’s employment pursuant to Section 5(a)(i) or (ii), in addition to the accrued but unpaid compensation through the date of death or Total Disability and any other benefits accrued to him under any benefit plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee or his estate or beneficiaries, as applicable, shall be entitled to the following  

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severance benefits: (i) continued provision for a period of twelve (12) months following the Employee’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (ii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of death or Total Disability.

(b)Upon termination of the Employee’s employment pursuant to Section 5(a)(iii), where the Corporation has offered to renew the term of the Employee’s employment for an additional one (1) year period and the Employee chooses not to continue in the employ of the Corporation, the Employee shall be entitled to receive only the accrued but unpaid compensation through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date. In the event the Corporation tenders a Non-Renewal Notice to the Employee, then the Employee shall be entitled to the same severance benefits as if the Employee’s employment were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the Employee’s employment was terminated due to Section 5(a)(vi) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Cause.” 

(c)Upon termination of the Employee’s employment pursuant to Section 5(a)(v) or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition to the accrued but unpaid compensation through the date of such termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, and subject to Employee’s execution and non-revocation of a general release of claims in a form reasonably satisfactory to the Corporation within the time period specified therein (but in no event later than sixty (60) days following such termination), the Employee shall be entitled to the following severance benefits: (i) continued provision for a period of twelve (12) months after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (ii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of the Employee’s termination of employment. In addition, upon termination of Employee’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”, any options or restricted stock that would have vested within the twelve (12) months following the date of termination shall be immediately vested as of the date of such termination. 

(d)Upon termination of the Employee’s employment pursuant to Section 5(a)(iv) or (vi), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the continued provision, for a period of one (1) month after the date of the Employee’s termination of employment, of benefits under Benefit Plans extended to the Employee at the time of termination.  Employee shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Act. 

(e)Any payments required to be made hereunder by the Corporation to the Employee shall continue to the Employee’s beneficiaries in the event of his death until paid in full. 

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7.Time Off. In addition to standard holidays, the Employee shall be entitled to take reasonable amounts of time off for vacation, illness, and personal matters. Discretionary absences of longer than one week should be scheduled at such time or times as the Employee and the Corporation shall determine is mutually convenient.    

8.Disclosure of Confidential Information. 

(a)The Employee recognizes, acknowledges and agrees that he has had and will continue to have access to secret and confidential information regarding the Corporation, its subsidiaries and their respective businesses (“Confidential Information”), including but not limited to, its products, methods, formulas, software code, patents, sources of supply, customer dealings, data, know-how, trade secrets and business plans, provided such information (i) is not in or does not hereafter become part of the public domain other than as a result of disclosure by the Employee in breach of this Agreement, or (ii) was not independently developed by the Employee without use of or reference to the Corporation’s Confidential Information.  The Employee acknowledges that such information is of great value to the Corporation, is the sole property of the Corporation, and has been and will be acquired by him in confidence.  In consideration of the obligations undertaken by the Corporation herein, the Employee will not, at any time, during or after his employment hereunder, reveal, divulge or make known to any person, any Confidential Information acquired by the Employee during the course of his employment, which is treated as confidential by the Corporation, and not otherwise in the public domain, except as required by law, but only after Employee has provided the Corporation with reasonable notice and opportunity to take action against any legally required disclosure. The provisions of this Section 8 shall survive the termination of the Employee’s employment hereunder. 

(b)The Employee affirms that he does not possess and will not rely upon the protected trade secrets or confidential or proprietary information of any prior employer(s) in providing services to the Corporation or its subsidiaries. 

(c)In the event that the Employee’s employment with the Corporation terminates for any reason, the Employee shall deliver forthwith to the Corporation any and all originals and copies, including those in electronic or digital formats, of Confidential Information; provided, however, Employee shall be entitled to retain (i) papers and other materials of a personal nature, including, but not limited to, photographs, correspondence, personal diaries, and calendars, (ii) information showing his compensation or relating to reimbursement of expenses, (iii) information that he reasonably believes may be needed for tax purposes and (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with the Corporation; provided, further, that no retained materials shall contain any Confidential Information of the Corporation. 

(d)No interference with NLRA or reporting rights. This Section 8 and all other provisions in this Agreement, are not intended to interfere with or restrain employee communications regarding wages, hours, or other terms and conditions of employment or to otherwise interfere with any rights Employee has under the National Labor Relations Act. This Section 8 and all other provisions in this Agreement, do not prohibit Employee from reporting possible legal violations to the government or from making other disclosures to the government that are protected under federal or state whistleblower provisions. 

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(e)Defend Trade Secrets Act. Employee is advised that pursuant to the Defend Trade Secrets Act an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and (ii) solely for the purpose of reporting or investigating a suspected violation of law, or (B) is made in a complaint or other document filed in a lawsuit or other proceeding if such filing is made under seal. Further, an individual who files a lawsuit alleging retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual's attorney and use the trade secret information in the court proceeding if the individual (1) files any document containing the trade secret under seal and (2) does not otherwise disclose the trade secret, except pursuant to court order. Employee understands that any disclosure by Employee of the Company's trade secrets not done in good faith consistent with the above may subject Employee to substantial damages, including punitive damages and attorney's fees.

9.Non-Competition and Non-Solicitation. 

(a)The Employee agrees and acknowledges that the Confidential Information that the Employee has already received and will receive is valuable to the Corporation and that its protection and maintenance constitutes a legitimate business interest of the Corporation, to be protected by the non-competition restrictions set forth herein. The Employee agrees and acknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Employee. The Employee also acknowledges that the scope of prohibited competition and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to maintain the value of the Confidential Information of, and to protect the goodwill and other legitimate business interests of, the Corporation, its affiliates and/or its clients or customers. The provisions of this Section 9 shall survive the termination of the Employee’s employment hereunder for the time periods specified below. 

(b)The Employee hereby agrees and covenants that he shall not without the prior written consent of the Corporation, directly or indirectly, in any capacity whatsoever:   

(i)Engage, own, manage, operate, control, be employed by, consult for, participate in, or be connected in any manner with the ownership, management, operation or control of any business in competition with the Business of the Corporation within any geographic area in which the Corporation or its affiliates conduct business and in which the Employee had material involvement or responsibility as of the date of termination.  “Business” shall mean the development and sale of immersive and simulation services, and the sale of drones and robots, in each case to the extent related to the Corporation’s or NovaCore’s actual products and services as of the date of termination. Notwithstanding the forgoing Employee’s work with PlayJamaica is excluded from this paragraph to the extent it does not compete directly with the business of NovaCore. 

(ii)Recruit, solicit or hire, or attempt to recruit, solicit or hire, any employee, or independent contractor of the Corporation to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or independent contractor is party to an employment agreement, for the purpose of competing with the Business of the Corporation; 

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(iii)Attempt in any manner to solicit or accept from any customer of the Corporation, with whom Employee had significant contact during Employee’s employment by the Corporation (whether under this Agreement or otherwise), business competitive with the Business done by the Corporation with such customer or to persuade or attempt to persuade any such customer to cease to do business or to reduce the amount of business which such customer has customarily done with the Corporation, or if any such customer elects to move its business to a person other than the Corporation, provide any services of the kind or competitive with the Business of the Corporation for such customer, or have any discussions regarding any such service with such customer, on behalf of such other person for the purpose of competing with the Business of the Corporation; or 

(iv)Interfere with any relationship, contractual or otherwise, between the Corporation and any other party, including, without limitation, any supplier, distributor, co-venturer or joint venturer of the Corporation, for the purpose of soliciting such other party to discontinue or reduce its business with the Corporation for the purpose of competing with the Business of the Corporation.    

With respect to the activities described in Paragraphs (i), (ii), (iii) and (iv) above, the restrictions of this Section 9 shall continue during the Employment Period and, upon termination of the Employee’s employment for a period of one (1) year thereafter. 

(c)Protectable interests. Employee acknowledges and agrees that (1) complying with the restrictions contained in this Agreement will not prevent Employee from earning a living, and (2) such restrictions are necessary and reasonable (including, without limitation, with respect to geographic scope and duration) to protect the Corporation’s valid interests (including, without limitation, relationships with customers, goodwill, the protection of trade secrets and other Confidential and Proprietary Information, protection from unfair competition, and other protectable interests).

10.Intellectual Property.

(a)Work For Hire.  All work created by Employee in the course of Employee’s employment with the Corporation shall be considered “work for hire” and shall be the sole and exclusive property of the Corporation.  Employee hereby assigns to the Corporation all right, title and interest in and to any such work, including, without limitation, all intellectual property rights therein.  Employee agrees to execute all documents and take all other actions reasonably requested by the Corporation to evidence, perfect or enforce such assignment.  For the avoidance of doubt, this assignment does not apply to any pre-existing intellectual property owned by Employee prior to the Effective Date, which is listed on Schedule A hereto, or to inventions conceived entirely on Employee’s own time without the use of Corporation resources and unrelated to the Corporation’s business. 

(b)No Conflict. Employee hereby represents and warrants that Employee is not subject to any agreement or other understanding that would prevent Employee from performing the duties of Employee’s employment with the Corporation or would otherwise conflict with the terms of this Agreement. 

(c)Other Intellectual Property. Employee agrees not to use any intellectual property of any other company or organization in connection with Employee’s employment with  

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the Corporation. Employee shall not use, reproduce, or disclose any confidential information or trade secrets of any other company or organization in connection with Employee’s employment with the Corporation.

11.Section 409A.  

(a)The provisions of this Agreement are intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and any final regulations and guidance promulgated thereunder (“Section 409A”) and shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A.  The Corporation and Employee agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee under Section 409A. 

(b)To the extent that Employee will be reimbursed for costs and expenses or in-kind benefits, except as otherwise permitted by Section 409A, (a) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, (b) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year; provided that the foregoing clause (b) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect and (c) such payments shall be made on or before the last day of the taxable year following the taxable year in which you incurred the expense. 

(c)A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination constitutes a “Separation from Service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement references to a “termination,” “termination of employment” or like terms shall mean Separation from Service. 

(d)Each installment payable hereunder shall constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b), including Treasury Regulation Section 1.409A-2(b)(2)(iii).  Each payment that is made within the terms of the “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) is intended to meet the “short-term deferral” rule.  Each other payment is intended to be a payment upon an involuntary termination from service and payable pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii), et. seq., to the maximum extent permitted by that regulation, with any amount that is not exempt from Code Section 409A being subject to Code Section 409A. 

(e)Notwithstanding anything to the contrary in this Agreement, if Employee is a “specified employee” within the meaning of Section 409A at the time of Employee’s termination, then only that portion of the severance and benefits payable to Employee pursuant to this Agreement, if any, and any other severance payments or separation benefits which may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”), which (when considered together) do not exceed the Section 409A Limit (as defined herein) may be made within the first six (6) months following Employee’s termination of employment in accordance with the payment schedule applicable to  

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each payment or benefit.  Any portion of the Deferred Compensation Separation Benefits in excess of the Section 409A Limit otherwise due to Employee on or within the six (6) month period following Employee’s termination will accrue during such six (6) month period and will become payable in one lump sum cash payment on the date six (6) months and one (1) day following the date of Employee’s termination of employment.  All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Employee dies following termination but prior to the six (6) month anniversary of Employee’s termination date, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Employee’s death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit.

(f)For purposes of this Agreement, “Section 409A Limit” will mean a sum equal to (x) the amounts payable prior to March 15 following the year in which Employee’s employment terminates plus (y) the lesser of two (2) times: (i) Employee’s annualized compensation based upon the annual rate of pay paid to Employee during the Corporation’s taxable year preceding the Corporation’s taxable year of Employee’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any IRS guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Employee’s employment is terminated.   

12.Miscellaneous. 

(a)The Employee acknowledges that the services to be rendered by him under the provisions of this Agreement are of a special, unique and extraordinary character and that it would be difficult or impossible to replace such services. Accordingly, the Employee agrees that any breach or threatened breach by him of Sections 8 or 9 of this Agreement shall entitle the Corporation, in addition to all other legal remedies available to it, to apply to any court of competent jurisdiction to seek to enjoin such breach or threatened breach. The parties understand and intend that each restriction agreed to by the Employee hereinabove shall be construed as separable and divisible from every other restriction, that the unenforceability of any restriction shall not limit the enforceability, in whole or in part, of any other restriction, and that one or more or all of such restrictions may be enforced in whole or in part as the circumstances warrant. In the event that any restriction in this Agreement is more restrictive than permitted by law in the jurisdiction in which the Corporation seeks enforcement thereof, such restriction shall be limited to the extent permitted by law. The remedy of injunctive relief herein set forth shall be in addition to, and not in lieu of, any other rights or remedies that the Corporation may have at law or in equity. 

(b)Except for injunctive relief as set forth in Section 12(a) above, prior to either Party bringing an action on any matter related to arising under this Agreement, the Parties shall engage in pre-suit mediation. The mediation shall be held before a certified mediator to be agreed upon by the Parties. The Parties shall share equally in the costs of the mediation. The mediation shall be held within thirty (30) days of the request for mediation by either Party. 

(c)Neither the Employee nor the Corporation may assign or delegate any of their rights or duties under this Agreement without the express written consent of the other; provided however that the Corporation shall have the right to (i) delegate its obligation of  

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payment of all sums due to the Employee hereunder, provided that such delegation shall not relieve the Corporation of any of its obligations hereunder, and (ii) assign this Agreement to any successor (whether by merger, consolidation, sale of all or substantially all assets, or similar transaction) or affiliate of the Corporation, provided that the successor or affiliate assumes all obligations of the Corporation under this Agreement.

(d)This Agreement constitutes and embodies the full and complete understanding and agreement of the parties with respect to the Employee’s employment by the Corporation, supersedes all prior understandings and agreements, whether oral or written, between the Employee and the Corporation, and shall not be amended, modified or changed except by an instrument in writing executed by the party to be charged. The invalidity or partial invalidity of one or more provisions of this Agreement shall not invalidate any other provision of this Agreement. No waiver by either party of any provision or condition to be performed shall be deemed a waiver of similar or dissimilar provisions or conditions at the same time or any prior or subsequent time.  

(e)This Agreement shall inure to the benefit of, be binding upon and enforceable against, the parties hereto and their respective successors, heirs, beneficiaries and permitted assigns. 

(f)The headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. 

(g)All notices, requests, demands and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when personally delivered, sent by registered or certified mail, return receipt requested, postage prepaid, or by private overnight mail service (e.g. Federal Express) to the party at the address set forth above or to such other address as either party may hereafter give notice of in accordance with the provisions hereof. Notices shall be deemed given on the sooner of the date actually received or the third business day after sending. 

(h)Severability. If any provision of this Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction, the invalid or unenforceable provision shall be severable from the remaining provisions of this Agreement and the remaining provisions of this Agreement shall continue in full force and effect. 

(i)This Agreement shall be governed by and construed in accordance with the internal laws of the State of Florida without reference to principles of conflicts of laws, except to the extent that the mandatory employment laws of Jamaica apply to Employee’s employment with NovaCore Labs Limited, in which case such laws shall govern to the extent required. Each of the parties hereto irrevocably consents to the jurisdiction and venue of the federal and state courts located in the State of Florida. 

(j)This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The parties hereto have executed this Agreement as of the date set forth above. 

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and effective as of the date first set forth above.

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