INFINIUM LABS OPERATING CORPORATION EMPLOYMENT AGREEMENT
INFINIUM
LABS OPERATING CORPORATION
THIS
EMPLOYMENT AGREEMENT
(the
“Agreement”),
made
as of January 11, 2006, (“Effective
Date”),
between Infinium Labs Operating Corporation (“ILOC”)
on
behalf of itself and its parent entity Infinium Labs, Inc. (“IFLB”),
each a
Delaware corporation (collectively the “Company”),
and
the undersigned named executive (“Executive”).
BACKGROUND
The
Company is currently engaged in the business of: (a) developing and building
a
platform to play electronic video games; (b) operating an online game service
to
provide on-demand access to multi-player games and interactive entertainment;
and (c) providing products, entertainment, advertising and services in the
gaming console market, game rental or games on-demand, and the Internet gaming
online business (collectively the “Business”).
Company
desires to obtain the services of Executive or continue the services of
Executive, and Executive desires to be employed by Company or continue to be
employed by Company, upon the terms and conditions hereinafter set forth. As
an
ancillary and integral part of this Agreement, Company desires to obtain
Executive’s
covenant not to compete and other covenants, and Executive desires to make
a
covenant not to compete and such other covenants as hereinafter set forth.
The
Executive is or will be employed by the Company in a confidential relationship
wherein the Executive, in the course of Executive’s
employment with the Company, has and will continue to become familiar with
and
be aware of information as to the Company and its subsidiaries and affiliates
(collectively the “Infinium
Companies”)
and
their respective customers, the specific manner of doing business, including
the
processes, techniques and trade secrets utilized by the Infinium Companies,
and
future plans with respect thereto, all of which has been and will be established
and maintained at great expense to the Company, which information is a trade
secret and constitutes valuable good will of the Company.
NOW,
THEREFORE,
in
consideration of the covenants herein contained, and other good and valuable
consideration, the receipt and adequacy of which are hereby forever
acknowledged, the parties, with the intent of being legally bound hereby, agree
as follows:
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1. Position
and Responsibilities; Location.
1.1 Position.
Executive is employed by the Company to render services to the Company in the
position of President, Chief Executive Officer, and Interim Chief Financial
Officer, and as a director on IFLB’s
Board
of Directors (subject to IFLB by-laws) and shall perform such duties and
responsibilities as are normally related to such position in accordance with
the
standards of the industry and any additional duties now or hereafter assigned
to
Executive by the Company. Executive shall abide by the rules, regulations and
practices as adopted or modified, from time to time, in the Company’s
sole
discretion; and Executive shall use Executive’s
best
efforts to promote the interests of Company.
1.2 Other
Activities.
Executive shall not, during the term of this Agreement: (a) accept any other
employment, or (b) engage, directly or indirectly, in any other business
activity (whether or not pursued for pecuniary advantage) that might interfere
with Executive’s
duties
and responsibilities hereunder or create a conflict of interest with the
Company. The foregoing limitations shall not be construed as prohibiting
Executive from making personal investments in such form or manner as will
neither require Executive’s
services in the operation or affairs of the companies or enterprises in which
such investments are made nor violate the terms of Section 5
hereof.
1.3 No
Conflict.
Executive represents and warrants that Executive’s
execution of this Agreement, Executive’s
employment with the Company, and the performance of Executive’s
proposed duties under this Agreement shall not violate any obligations Executive
may have to any other employer, person or entity, including any obligations
with
respect to proprietary or confidential information of any other person or
entity. Further, Executive shall indemnify the Company for any claim, including,
but not limited to, reasonable attorneys’
fees and
expenses of investigation, by any such third party that such third party may
now
have or may hereafter come to have against the Company, based upon or arising
out of any non-competition agreement, invention or secrecy agreement between
Executive and such third party which was in existence as of the date of this
Agreement.
1.4 Location
for the Performance of Services.
Executive is a Citizen of the United States currently residing in the Grand
Duchy of Luxembourg. Executive’s
duties
are almost entirely based in the United States and the Company expects Executive
to spend considerable time in the United States. Notwithstanding the foregoing,
Company permits Executive to tele-commute to the extent practicable for the
position, from a remote location.
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2. Compensation
and Benefits.
2.1 Base
Salary.
In
consideration of the services to be rendered under this Agreement, the Company
shall pay Executive an initial salary equivalent to two hundred fifty thousand
Dollars ($250,000.00) per year (“Base
Salary”),
payable at a rate of Twenty Thousand Eight Hundred Thirty-Three Dollars
($20,833.00) per month (less applicable deductions and withholding) beginning
as
of the Effective Date. In addition, Executive shall be entitled to receive
the
pro-rata amount of Base Salary due from November 18, 2005 through the Effective
Date as the sole remuneration for Executive’s
role as
Chief Executive Officer and Interim Chief Financial Officer. Executive shall
be
owed no further compensation than is contained within this Agreement. The Base
Salary shall be paid in accordance with the Company’s
regularly established payroll practice and, at the Company’s
sole
option, shall be paid in cash or in stock pursuant to the Company’s
then-current Form S-8 stock compensation plan. Executive’s
Base
Salary may be reviewed, from time to time, in accordance with the established
procedures of the Company for adjusting salaries for similarly situated
employees and may be adjusted, in the sole discretion of the Board of Directors
of this Company (the “Board”).
2.2 Bonus
Structure. Bonuses
shall be available to Executive pursuant to a commission plan for the positions
to be drafted by the Board of Directors. Each quarter, Executive’s
target
bonus under the commission plan will be up to thirty-five percent (35%) of
Base
Salary (“Target
Bonus”).
Executive’s
Target
Bonus, if any, shall be determined and paid pursuant to Executive’s
commission plan. Determination and payment will occur within thirty (30) days
after the end of each of the Company’s
fiscal
quarters. The parties have initially agreed that the Target Bonus shall be
comprised of a revenue target component, which will provide up to fifteen
percent (15%) of the Target Bonus and other Management by Objective components
that make up the remaining twenty percent (20%). The parties shall use their
best efforts to determine the actual milestones required for the Target Bonus
within thirty (30) days of the Effective Date.
2.3 Health
Care Benefits.
So long
as Executive meets the applicable eligibility requirements, Executive shall
be
eligible to participate in the benefits made generally available by the Company
to similarly-situated employees, in accordance with the benefit plans
established by the Company, from time to time, and as may be amended, from
time
to time, in the Company’s
sole
discretion. Company reserves the right to terminate any benefit plan for any
reason or no reason. Such benefit plans, if adopted, may include coverage for
health, hospitalization, dental, eye care, life and other insurance plans
acceptable to the Company from time to time (collectively the “Health
Plans”).
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2.4 Paid
Time Off/Holidays.
The
Executive shall be entitled to receive paid time off as may be afforded officers
and key employees generally under the Company’s
policies in effect from time to time (pro-rated for any year in which the
Executive is employed for less than a full year). The Executive shall also
be
entitled to paid holidays made generally available by the Company to
similarly-situated employees, in accordance with the benefit plans established
by the Company, from time to time, and as may be amended, from time to time,
in
the Company’s
sole
discretion.
2.5 Business
Expenses; Corporate Credit Card.
Throughout the term of Executive’s
employment hereunder, Company shall reimburse Executive for all reasonable
and
necessary travel and other business expenses which may be incurred in direct
connection with the performance of Executive’s
duties
in accordance with policies adopted, from time to time, by Company concerning
expense reimbursement for employees. Executive shall not incur monthly expenses
in excess of ten thousand dollars ($10,000) without written confirmation from
the Board.
Such
expenses as are authorized for payment or reimbursement shall be paid for by
Company or reimbursed to Executive upon presentation to Company of an itemized
expense statement with respect thereto and such other documentation as may
be
required by the Company’s
reimbursement policies from time to time.
Executive
may have use of a corporate credit card under Company’s
travel
and expense policy at such time as the Company can establish a credit card
with
itself as the responsible party.
2.6 Restricted
Stock Grant.
Executive shall execute and deliver to Company, as a condition to the
effectiveness of this Agreement, the Stockholder Vesting Agreement (“SVA”)
annexed
hereto as Exhibit 1 and made a part hereof.
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Executive
shall receive 5,000,000 shares of the Company’s
common
stock, restricted and vesting over a period of two years at par value if
Executive files an election under Section 83(b) of the Internal Revenue Code
of
1986, as amended or, if such election is not made, at the market closing price
in effect on the Effective Date (“Total
Shares’).
From
the Total Shares, 1,000,000 shares will be fully vested upon execution of the
Agreement and the Stock Vesting Agreement (“SVA”).
The
remaining 4,000,000 shares of common stock shall vest quarterly over two years,
1/8 per quarter, to the extent Executive is employed with the Company at the
vesting date. For example, based on the vesting schedule, on or about May 18,
2006, Executive would vest 1,000,000 shares of the Company’s
common
stock. The Total Shares under the SVA and any other shares issued will be
restricted, with appropriate legends and subject to Rule 144 under the
Securities Act of 1933. As of the Effective Date, the Company does not have
sufficient shares to reserve or issue 4,000,000 of the 5,000,000 shares and
the
Company can not give any assurances that it will receive IFLB shareholder
approval to increase its authorized common stock. Executive shall have no claim
to the 4,000,000 shares, regardless of the vesting schedule, in the event the
Company does not receive shareholder approval to increase its authorized common
stock. Executive and Company shall enter into a separate Stockholder Vesting
Agreement in order to accomplish this objective.
3. Term.
Executive agrees that this employment is “at
will”
which
means that it can be terminated at any time by the Company, with or without
cause and with or without notice. Executive agrees that any promise or
obligation that employment be on any other basis than “at
will”
is
invalid unless in writing signed on behalf of the Company.
4. Severance.
4.1 The
Company agrees that should it exercise its right to terminate your employment
without “Cause”
(defined
below), then:
(a) the
Company shall pay you severance, consisting of (i) the amount equal to four
(4)
months of Base Salary at the rate in effect on the date of termination. Such
severance payment shall be subject to all applicable US income tax deductions
and withholding.
(b) the
Company shall pay Executive the severance payment in cash within thirty (30)
days of the effective date of a separation agreement executed by Executive
and
delivered to the Company (as more specifically described in subsection (c)).
Executive shall not be required to mitigate the amount of any severance, nor
shall any such payment be reduced by any earnings or benefits that you may
receive from any other source.
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(c) as
a
condition to the receipt of the severance payment, Executive shall be required
to execute a full and complete waiver and release of all claims occurring on
or
prior to the execution of such agreement (as described herein), against the
Company, its owners, directors, officers, agents and employees, in a form to
be
provided by the Company (“Waiver
and Release”).
The
Company shall execute the Waiver and Release in the ordinary course of its
business, but in no event longer than provided in such Waiver and Release.
Such
release shall exclude claims for indemnification from the Company under its
certificate of incorporation, by-laws, applicable law and claims for directors
and officers’
insurance and employee practices liability insurance (if any). The Waiver and
Release shall further exclude any claim against the owners, directors, officers,
agents and employees that is independent from (a) their role and relationship
with the Company, (b) Executive’s
employment with the Company (including the termination thereof), and (c) any
other relationship with or action by the Company.
| 4.2 |
For
the purposes of this Section 4, “Cause”
shall mean any of the following:
|
| (a) |
Gross
negligence or willful misconduct;
|
| (b) |
Commission
or conviction of a felony or crime involving dishonesty or moral
turpitude;
|
| (c) |
Violation
of a statutory of common law duty of loyalty to the Company, its
shareholders;
|
| (d) |
Executive’s
dishonesty, fraud or misconduct with respect to the business or affairs
of
the Company which materially or adversely affects the operations
or
reputations of the Company;
|
| (e) |
Issuance
by the Securities and Exchange Commission (“SEC”)
of a ▇▇▇▇▇ notice against the Executive;
|
| (f) |
Breach
of Confidential Information, Inventions, Nonsolicitation and
Noncompetition Agreement between Executive and the Company;
and
|
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| (g) |
Failure
by the Company to receive an SB-2 Registration Statement, covering
its
common stock, declared effective by the SEC, except that the foregoing
shall be waived and will not be considered Cause on the one-hundred
and
twenty-first (121) day after the Effective
Date.
|
4.3 In
the
event Executive’s
employment is terminated (a) for Cause or any other reason not specified herein
Executive will be entitled to any accrued and unpaid Base Salary and earned,
unused paid time-off through the date of termination or (b) without Cause,
Executive will be entitled to the aforementioned Base Salary and earned, unused
paid time-off plus severance as provided herein. Except as provided in (a)
and
(b) above or the extent required by applicable law, Executive shall be entitled
to no other compensation or benefits from the Company.
5. Confidential
Information, Inventions, Nonsolicitation and Noncompetition
Agreement.
a. Executive
shall sign and be bound by the terms of the Company’s
Confidential Information, Inventions, Nonsolicitation and Noncompetition
Agreement with the Company, in the form attached as Exhibit 2 (“CIIN
Agreement”).
The
CIIN Agreement is attached hereto and fully incorporated herein as Exhibit
2.
Executive agrees that the covenants in the CIIN Agreement impose a reasonable
restraint on the Executive in light of the current and changing business
activities throughout the term of these covenants, whether before or after
the
date of termination of the employment of the Executive.
b. Severability.
The
covenants in this Section 5 are severable and separate, and the unenforceability
of any specific covenant shall not affect the provisions of any other covenant.
Moreover, in the event any court of competent jurisdiction shall determine
that
the scope, time or territorial restrictions of any specific covenant as set
forth are unreasonable, then it is the intention of the parties that such
restrictions be enforced to the fullest extent which the court deems reasonable,
and the Agreement shall thereby be reformed.
c. Independent
Provisions.
The
covenants in the NIIN Agreement shall be construed as an agreement independent
of any other provision in this Agreement, and the existence of any claim or
cause of action of the Executive against the Company, whether predicated on
this
Agreement or otherwise, shall not constitute a defense to the enforcement by
the
Company of any of such covenants. It is specifically agreed that the period
of
two (2) years following termination of employment stated at the beginning of
this Section 5, during which the agreements and covenants of the Executive
made
in this Section 5 shall be effective, shall be computed by excluding from such
computation any time during which the Executive is in violation of any provision
of this Section 5.
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6.
Indemnification.
Executive shall be availed of the Indemnification provisions of the
Company’s
By-Laws.
7.
Directors and Officers Insurance Policy.
The
Company shall use its best efforts to secure a directors and officers insurance
policy upon cash financing of at least $1,000,000.
8. Assignment;
Binding Effect.
The
Executive understands that Executive has been selected for employment by the
Company on the basis of Executive’s
personal qualifications, experience and skills. The Executive shall not assign
all or any portion of Executive’s
performance under this Agreement. Subject to the preceding two (2) sentences,
this Agreement shall be binding upon, inure to the benefit of and be enforceable
by the parties hereto and their respective heirs, legal representatives,
successors and assigns.
9. Termination
Obligations.
Following any termination of employment, Executive shall cooperate with the
Company in the winding up of pending work on behalf of the Company and the
orderly transfer of work to other employees. Executive shall also cooperate
with
the Company in the defense of any action brought by any third party against
the
Company that relates to Executive’s
employment by the Company.
10. Arbitration.
10.1 Arbitrable
Claims.
To the
fullest extent permitted by law, all disputes between Executive (and
Executive’s
attorneys, successors and assigns) and Company (and its affiliates,
shareholders, directors, officers, employees, agents, successors, attorneys
and
assigns) of any kind whatsoever, including, without limitation, all disputes
arising under this Agreement (“Arbitrable
Claims”),
shall
be resolved by arbitration. All persons and entities specified in the preceding
sentence (other than Company and Executive) shall be considered third party
beneficiaries of the rights and obligations created by this Section on
Arbitration. Arbitrable Claims shall include, but are not limited to, contract
(express or implied) and tort claims of all kinds, as well as all claims based
on any federal, state or local law, statute or regulation, excepting only claims
under applicable workers’
compensation law and unemployment insurance claims. By way of example and not
in
limitation of the foregoing, Arbitrable Claims shall include any claims arising
under Title VII of the Civil Rights Act of 1964, the Age Discrimination in
Employment Act, the Americans with Disabilities Act and any other applicable
statutory law or regulation dealing with employment.
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10.2 Procedure.
Arbitration of Arbitrable Claims shall be in accordance with the National Rules
for the Resolution of Employment Disputes of the American Arbitration
Association, as amended (“AAA
Employment Rules”),
as
augmented in this Agreement. Arbitration shall be initiated as provided by
the
AAA Employment Rules, although the written notice to the other party initiating
arbitration shall also include a statement of the claim(s) asserted and the
facts upon which the claim(s) are based. Arbitration shall be final and binding
upon the parties and shall be the exclusive remedy for all Arbitrable Claims.
Either party may bring an action in court to compel arbitration under this
Agreement and to enforce an arbitration award. Otherwise, neither party shall
initiate or prosecute any lawsuit or administrative action in any way related
to
any Arbitrable Claim. Notwithstanding the foregoing, either party may, at its
option, seek injunctive relief in connection with Arbitrable Claims under
applicable law. All arbitration hearings under this Agreement shall be conducted
in King County, Washington. THE PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE
TO
TRIAL BY JURY WITH REGARD TO ARBITRABLE CLAIMS, INCLUDING, WITHOUT LIMITATION,
ANY RIGHT TO TRIAL BY JURY AS TO THE MAKING, EXISTENCE, VALIDITY OR
ENFORCEABILITY OF THE AGREEMENT TO ARBITRATE.
10.3 Arbitrator
Selection and Authority.
All
disputes involving Arbitrable Claims shall be decided by a single arbitrator.
The arbitrator shall be selected by mutual agreement of the parties within
thirty (30) days of the effective date of the notice initiating the arbitration.
If the parties cannot agree on an arbitrator, then the complaining party shall
notify the AAA and request selection of an arbitrator in accordance with the
AAA
Employment Rules. The arbitrator shall have authority to award equitable relief,
damages, costs and fees to the same extent that, but not greater than, a court
would have. The fees of the arbitrator shall be split between both parties
equally, unless this would render this Section of Arbitration unenforceable,
in
which case the arbitrator shall apportion said fees so as to preserve
enforceability. The arbitrator shall have exclusive authority to resolve all
Arbitrable Claims, including, but not limited to, whether any particular claim
is arbitrable and whether all or any part of this Agreement is void or
unenforceable.
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10.4 Continuing
Obligations.
The
rights and obligations of Executive and Company set forth in this Section on
Arbitration shall survive the termination of Executive’s
employment and the expiration of this Agreement.
11. Additional
Provisions.
11.1 Amendments;
Waivers; Remedies.
This
Agreement may not be amended or waived except by a writing signed by Executive
and by a duly authorized representative of the Company. Failure to exercise
any
right under this Agreement shall not constitute a waiver of such right. Any
waiver of any breach of this Agreement shall not operate as a waiver of any
subsequent breaches. All rights or remedies specified for a party herein shall
be cumulative and in addition to all other rights and remedies of the party
hereunder or under applicable law.
11.2 Assignment.
The
performance of Executive is personal hereunder, and Executive agrees that
Executive shall have no right to assign and shall not assign or purport to
assign any rights or obligations under this Agreement. This Agreement may be
assigned or transferred by the Company, and nothing in this Agreement shall
prevent the consolidation, merger or sale of the Company or a sale of any or
all
or substantially all of its assets.
11.3 Binding
Effect.
Subject
to the foregoing restriction on assignment by Executive, this Agreement shall
inure to the benefit of and be binding upon each of the parties; the affiliates,
officers, directors, agents, successors and assigns of the Company; and the
heirs, devisees, spouses, legal representatives and successors of
Executive.
11.4 Notices.
Any
notice under this Agreement must be in writing and addressed to the Company
or
to Executive at the corresponding address below. Notices under this Agreement
shall be effective upon: (a) hand delivery, when personally delivered; (b)
written verification of receipt, when delivered by overnight courier or
certified or registered mail; or (c) acknowledgment of receipt of electronic
transmission, when delivered via electronic mail or facsimile. Executive shall
be obligated to notify the Company, in writing, of any change in
Executive’s
address. Notice of change of address shall be effective only when done in
accordance with this Section 11.4.
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| Company’s Notice Address: | Infinium Labs Corporation | ||
| ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ | |||
| ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | |||
| Attn.: General Counsel | |||
| Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ | |||
| Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ | |||
| E-mail: ▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇ | |||
| Executive’s Notice Address: | ▇▇▇▇ ▇▇▇▇▇ | ||
| ▇, ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇-▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ | |||
| Telephone: ▇▇▇.▇▇▇.▇▇▇.▇▇.▇▇.▇▇ | |||
| Facsimile: 011.352.22.99.99.54.99 | |||
| E-mail: ▇▇▇▇▇▇▇@▇▇.▇▇ |
11.5 Severability.
If any
provision of this Agreement shall be held by a court or arbitrator to be
invalid, unenforceable or void, such provision shall be enforced to the fullest
extent permitted by law, and the remainder of this Agreement shall remain in
full force and effect. In the event that the time period or scope of any
provision is declared by a court or arbitrator of competent jurisdiction to
exceed the maximum time period or scope that such court or arbitrator deems
enforceable, then such court or arbitrator shall reduce the time period or
scope
to the maximum time period or scope permitted by law.
11.6 Taxes.
All
amounts paid under this Agreement (including, without limitation, Base Salary)
shall be reduced by all applicable state and federal tax withholdings and any
other withholdings required by any applicable jurisdiction.
11.7 Dollars.
All
references to dollars and associates payments as well as calculations related
to
the IFLB common stock shall be in U.S. dollars.
11.8 Governing
Law.
The
validity, interpretation, enforceability and performance of this Agreement
shall
be governed by and construed in accordance with the laws of the State of
Washington, without regard to conflict of laws principles.
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11.9 Interpretation.
This
Agreement shall be construed as a whole, according to its fair meaning, and
not
in favor of or against any party. Sections and section headings contained in
this Agreement are for reference purposes only, and shall not affect, in any
manner, the meaning or interpretation of this Agreement. Whenever the context
requires, references to the singular shall include the plural and the plural
the
singular.
11.10 Survival.
All of
those portions of this Agreement that require performance by Executive following
termination of Executive’s
employment hereunder shall survive any termination of this
Agreement.
11.11 Counterparts.
This
Agreement may be executed in several counterparts (including by means of
telecopied signature pages), each of which shall be deemed an original but
all
of which shall constitute one and the same instrument.
11.12 Authority.
Each
party represents and warrants that such party has the right, power and authority
to enter into and execute this Agreement and to perform and discharge all of
the
obligations hereunder, and that this Agreement constitutes the valid and legally
binding agreement and obligation of such party and is enforceable in accordance
with its terms.
11.13 Additional
Assurances.
The
provisions of this Agreement shall be self-operative and shall not require
further agreement by the parties except as may be herein specifically provided
to the contrary; provided, however, at the request of Company, Executive shall
execute such additional instruments and take such additional acts as Company
may
deem necessary to effectuate this Agreement.
11.14 Entire
Agreement.
This
Agreement (including the Exhibits attached hereto, which are incorporated herein
by reference) is the final, complete and exclusive agreement of the parties
with
respect to the subject matter hereof and supersedes and merges all prior or
contemporaneous representations, discussions, proposals, negotiations,
conditions, communications and agreements, whether written or oral, between
the
parties relating to the subject matter hereof and all past courses of dealing
or
industry custom. No oral statements or prior written material not specifically
incorporated herein shall be of any force and effect, and no changes in or
additions to this Agreement shall be recognized unless incorporated herein
by
amendment, as provided herein (such amendment to become effective on the date
stipulated therein).
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IN
WITNESS WHEREOF,
the
parties have executed this Agreement as of the date first above
written.
COMPANY:
Infinium
Labs Operating Corporation on behalf of itself and its parent entity Infinium
Labs, Inc.
By:/s/
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
Chairman
of Compensation Committee
EXECUTIVE:
By:/s/
▇▇▇▇ ▇▇▇▇▇
▇▇▇▇
▇▇▇▇▇
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