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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July
22, 2024
HIMALAYA TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its Charter)
| wyoming |
|
000-55282 |
|
26-0841675 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File No.) |
|
(IRS Employer
Identification No.) |
625 Stanwix St. #2504, Pittsburgh, PA 15222
(Address of principal executive offices)
(630) 708-0750
(Registrant’s Telephone Number)
(Former name or address, if changed since last report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of
the Act:
| Title of each class |
|
Trading symbol(s) |
|
Name of each exchange on which registered |
| Common |
|
HMLA |
|
OTC Pink |
Indicate by check mark whether the registrant is an
emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange
Act of 1934 (17 CFR 240.12b-2) ☒
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act
Himalaya Technologies, Inc. is referred to herein
as “Himalaya”, “we”, “us”, or “the Company”.
Item 5.02 Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 22, 2024, we appointed John Conklin to the
position of Chief Operating Officer and to our Board of Directors. As part of our employment agreement, we have signed Mr. Conklin to
a four-year employment agreement with cash compensation of $7,500 cash per month with potential semi-annual bonuses of $5,000 cash, issuance
of 160,000 Restricted Series B Preferred shares today, issuance of 40,000 Restricted Series B Preferred shares on 12/31/2024, and semi-annual
issuances of 1,000 Restricted Series B Preferred shares for the term of his employment.
With over 40 years of business development, operations,
industrial process, renewable and alternative energy, and building envelope experience, Mr. Conklin has consulted on and overseen technical
processes, business management and administration and advised on mergers and acquisitions for numerous private and public companies ranging
from start-ups to Fortune 500 companies. His strategic business planning and development work includes evaluation and analysis of energy
technologies and markets and the review, analysis of, and funding of energy technologies for specific applications. Among other distinctions,
Mr. Conklin has a B.S. from the Rochester Institute of Technology (RIT) Summa Cum Laude Honors of Distinction and M.Sc. with Honors from
RIT. He has invented or co-invented more than eighteen patent filings (2010 – 2020) and developed more than 20 Trademark filings.
A press release with additional information on our
employment of John Conlin is included herein as Exhibit 99.1.
Item 7.01 Regulation FD Disclosure.
We have offered to license the intellectual property
of and partner with a provider of artificial intelligence and Internet of Things enabled services that monitor commercial and government
buildings for water damage and humidity/mold to prevent and mitigate property and business interruption damages that total an estimated
$10 billion per year nationwide. We intend to agree to terms by July 26, 2024 and close the agreement shortly thereafter to coincide with
the end of our fiscal year on July 31, 2024, though there can be no assurances such a license will become effective in the future.
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
HIMALAYA TECHNOLOGIES, INC. |
| |
|
| Date: July 22, 2024 |
By: |
/s/ Vikram Grover |
| |
|
Vikram Grover |
| |
|
Chief Executive Officer |
EXECUTIVE ENGAGEMENT
AGREEMENT
THIS
EXECUTIVE ENGAGEMENT
AGREEMENT (this “Agreement”)
is dated as of July 22, 2024 (the “Effective Date”), by and between Himalaya Technologies, Inc., (HMLA) a Wyoming
corporation, with offices located at 625 Stanwix St. #2504, Pittsburgh, PA 15222 (“Company"), and John A.
Conklin, an individual residing at [***] (the “Executive”). HMLA and Conklin may be collectively referred
to as the Parties or individually as the Party.
RECITALS
WHEREAS,
the Executive is engaged by the Company as its President & Chief Operating Officer (“Executive”) or sometimes collectively
herein referred to as the “Executive Position”) pursuant to the terms and conditions of this Agreement the Executive
and Company on the Effective Date;
Whereas,
the President & Chief Operating Officer will transition to President & Chief Executive Officer (President & CEO) upon the
corporation achieving adequate capitalization to fund growth;
Whereas,
the Company and the Executive desire to set forth the terms upon which the Executive will be engaged by the Company and serve in the Executive
Position.
Now,
Therefore, in consideration of the promises and of the covenants contained in this Agreement, the Company and Executive agree
as follows:
(a)
Employment. Subject to the terms and conditions set forth
in this Agreement, the Company hereby agrees to continue to employ the Executive, and the Executive hereby accepts continued employment,
to serve in the Company’s Executive Position, and will serve in such other positions, and perform and execute such duties and responsibilities
assigned to the Executive from time to time by the Company’s Board of Directors (the “Board of Directors”). Additionally,
the Executive shall serve, during the term of this Agreement, as a member of the Company’s Board of Directors.
(b)
Performance of Duties. In performance of the Executive’s
duties, the Executive shall be subject to the direction of, and be reporting directly to, the Company’s Board of Directors; anything
herein to the contrary notwithstanding, if requested by the Board, the Executive will immediately resign from any Executive Position in
which the Executive may be serving at such time. The Executive’s execution of this Agreement constitutes the Executive’s acceptance
of his continuing appointment as the Company’s Chief Restructuring Officer. The Executive agrees to perform his duties and discharge
his responsibilities in a faithful manner and to the best of his ability and to use all reasonable efforts to promote the interests of
the Company. It is understood and agreed by the Executive that the Executive’s title and scope of duties and responsibilities may,
from time to time, change, but that any such changes shall not constitute a basis for the termination of this Agreement by the Executive.
(c)
Full Time Efforts. The Executive may not accept other gainful
employment except with the prior consent of the Board of Directors of the Company. With the prior consent of the Board of Directors of
the Company, the Executive may become a director, trustee or other fiduciary of other corporations, trusts or entities. Except during
vacations, holidays and other leave time, the Executive agrees to devote the Executive’s full time efforts, professional attention,
knowledge, and experience as may be necessary to carry on the Executive’s duties pursuant to this agreement and the fulfillment
of the Executive’s responsibilities in accordance with the Executive Position. For purposes of clarity, except with respect to subsidiaries
of the Company, the Executive may not render executive services to, or serve as a director or officer of any other Company without the
prior approval of the Board of Directors. However, nothing in this Section 1 shall be construed as preventing the Executive from
pursuing any of the following: (i) investing and managing the Executive’s personal assets and investments, so long as such assets
and investments are not in businesses which are in direct competition with the Company or otherwise present a conflict of interest with
the Company; and (ii) participating in civic, charitable, religious, industry and professional organizations and functions so long as
they do not materially interfere with the performance of the Executive’s duties hereunder.
| (d) | Travel. The Executive shall be available to travel for Company Business. |
(e)
Code of Ethics. During the term of this Agreement and at
any time during which the Executive is serving in the Executive Position with the Company, the Executive agrees to adhere to the Company’s
Code of Ethics and Business Conduct, as may be amended from time to time, which the Executive previously signed and provided to
the Company.
(a)
Term. Subject to the provisions hereof permitting the earlier
termination of this Agreement, the term of this Agreement shall be four (4) years, beginning on the Effective Date and terminating at
11:59 p.m. on July 21, 2028 (the “Expiration Date”). Following the Expiration Date, and except as otherwise specifically
provided, the employment of the Executive, at the discretion of the Executive, may become an “at-will” employment unless the
parties subsequently enter into a further contract of employment.
| (b) | Earlier Termination. Anything herein to the contrary notwithstanding: |
(i)
The Executive’s employment will automatically terminate upon the death or permanent Disability
of the Executive. The foregoing is subject to the duty of the Company to provide reasonable accommodation under the Americans with Disabilities
Act.
| (ii) | By mutual written agreement of the Executive and the Company. |
(iii)
The Company at any time may terminate the Executive’s employment for Cause by delivering
written notice (the “Company’s Notice of Termination”) of such termination. The Company’s Notice of Termination
shall specify the effective date of the termination of the Executive’s employment (the “Effective Termination Date”).
(iv)
The Company at any time may terminate the Executive’s employment for any reason or no reason
and without Cause by delivering the Company’s Notice of Termination, which shall specify the Effective Termination Date.
(v)
The Executive, at his sole option, may terminate his employment for any reason or no reason at
all, with or without Good Reason by delivering to the Company’s Notice of Termination (the “Executive’s Notice of
Termination”) of such termination to the Company at least thirty (30) days prior to the effective date of the termination of
employment specified in the notice; the Executive’s Notice of Termination shall specify the Effective Termination Date. In the event
that the Company receives the Executive’s Notice of Termination, the Company may, in its sole discretion, accelerate the date of
termination specified in the notice, which acceleration will not give rise to any additional payments or rights to the Executive hereunder.
(c)
Acceleration of Termination Date. Anything herein to the
contrary notwithstanding, upon receipt of the Executive’s Notice of Termination, the Company may elect to accelerate the Effective
Termination Date as specified in the Executive’s Notice of Termination to such earlier date as the Company, in its sole discretion
may elect; by providing the Executive with written notice thereof, which acceleration will not give rise to any additional payments or
rights hereunder to the Executive.
(d)
Basis of Termination. Each of the Company’s Notice
of Termination and the Executive’s Notice of Termination must specify the particular termination provision of this Agreement relied
upon by the party for the termination.
(e)
Resignation as a Member of the Board. Upon termination of
the Executive’s employment pursuant to this Agreement, either by the Executive or the Company, the Executive shall resign as a member
of the Board of Directors as of the Effective Termination Date unless the Board of Directors requests the Executive remain a Director
and the Executive accepts the position.
(f)
Term of Employment and Termination. Herein referenced in 2(a) through 2(e) is subject to conditions
of Section 10 - Effect of Termination.
| (a) | Salary. As of the Effective Date, the Executive
shall be paid a monthly salary of Seven Thousand and Five Hundred Dollars ($7,500) and as modified from time to time hereunder, the “Monthly
Payment”) (Ninety Thousand Dollars ($90,000) per year), the salary is payable in twenty four (24) installments of Three Thousand
and Seven Hundred Fifty Dollars ($3,750) each on the fifteenth (15th) and last day of each calendar month during the term of
this Agreement, less all payroll and other required tax withholdings. The Monthly Payment shall be prorated for any partial months during
the term of this Agreement. The Executive’s salary shall be subject to periodic review and adjustment in accordance with the Company’s
salary review policies and practices then in effect for its senior management. The amounts and conditions of a salary increase shall be
awarded as outlined in 3(b), or, in addition to 3(b) additionally awarded to the Executive as determined by the Board of Directors, in
its sole discretion. |
| (b) | Increase in Salary. For each six (6) months
in which the Executive serves as President & Chief Operating Officer for any part of such month, an additional $5,000 payment of salary,
payable in accordance with the Company’s normal payroll policies and procedures. |
(c)
Cash Bonus. The amounts and conditions of a cash bonus,
if any, to be awarded to the Executive will be determined by the Board of Directors, in its sole discretion.
(d)
Equity Bonus. As an incentive to enter into and undertake
employment pursuant to this Agreement the Executive will be granted stock as follows:
| (i) | Number and Award of Stock. Subject to the Executive’s
execution and delivery of this Agreement the Executive shall receive a total of thirty million (200,000,000) Shares of Company Common
Stock. |
| (1) | Stock shall be awarded to the Executive according to schedule provided: |
| (a) | Upon execution of this Agreement: 80% of 200,000
Series B Preferred Shares or 160,000 Series B Preferred shares convertible into 160,000,000 common shares. |
| (b) | On or before December 31, 2024 20% of 200,000,000
shares or 40,000,000 Series B Preferred Shares convertible into 40,000,000 common shares. |
| (ii) | Additional Stock Awards. Subject to the foregoing
additional Stock shall be awarded as follows: |
| (1) | Time Vesting stock awards 2,000 Series B Preferred
shares convertible into 2,000,000 common shares for each calendar year of service in the Executive Position for the next four (4) years
(8,000 Series B Preferred shares in aggregate), which shall vest and become exercisable as follows: |
| (a) | as to 1,000 shares on September 30, 2024; |
| (b) | as to 1,000 shares on December 31, 2024; |
| (c) | as to 1,000 shares on June 30, 2025; |
| (d) | as to 1,000 shares on December 31, 2025; |
| (e) | as to 1,000 shares on June 30, 2026; |
| (f) | as to 1,000 shares on December 31, 2026; |
| (g) | as to 1,000 shares on June 30, 2027; and |
| (h) | as to 1,000 shares on December 31, 2027. |
| (iii) | Form S-. The Company, and subject to legal
opinion on filing Form type, shall within forty-five (45) day, following the date hereof and subject to satisfaction of any and all applicable
regulatory requirements and shareholder approval, file a registration statement on Form S-8, or file a post-effective amendment to a currently
filed Form S-8, with the Securities and Exchange Commission registering, to the extent possible, the shares of common stock issuable upon
exercise of the Options and keep such registration statement in effect until the sale of all shares of common stock issuable. |
All issuances
and awards with respect hereto shall be made by the Board or any committee thereof to which the Board of Directors has delegated such
authority, in good faith in accordance with applicable law, the Articles of Incorporation and Bylaws of the Company, in its sole discretion,
and shall be final, conclusive and binding on all persons, including the Executive and the personal representative of Executive’s
estate.
(d)
Future Equity Grants. The number, vesting and other conditions
of future equity grants, if any, to be awarded to the Executive will be determined by the Board of Directors, in its sole discretion.
Other than the equity compensation to be granted to the Executive pursuant to Section 3(e), the Executive will automatically participate
in any future equity grants issued to members of the Board for his participation as a member of the Board.
(e)
Withholdings. The Company will deduct or withhold from all
salary and bonus payments, and from all other payments made to the Executive, all amounts that may be required to be deducted or withheld
under any applicable Social Security contribution, income tax withholding or other similar law now in effect or that may become effective
during the term of this Agreement.
(a)
Medical Insurance Reimbursement. During the term of this
Agreement, the Company agrees to pay the Executive a monthly stipend of $950 per month (to be adjusted on an annual basis for any increases
or decreases in premium) (“Medical Insurance Reimbursement”) in addition to the Executive’s annual salary to
cover medical insurance premiums until such time that the Company can make available an alternative medical insurance plan. Nothing herein
shall be deemed to impose any other or further obligation or liability on the part of the Company with respect to any medical costs incurred
by the Executive during the term of the Executive’s employment. Except as specifically provided herein or as required by law, the
Executive acknowledges that he, his spouse and dependents will not receive health and medical benefits following any termination of his
employment.
(b)
Holidays, Personal Time, and Vacation Days. In addition
to having time off for Federal Holidays, the Executive shall be entitled to twenty (20) business days to be used for paid personal time
and vacation each calendar year. Vacation will accrue on January 1 of each year. The Executive may carry over into the next year any untaken
vacation provided the total number of vacation days for any calendar year shall not exceed thirty (30) business days. At the end of each
calendar year, the Executive may elect to be paid according to Salary, as defined in Section 3, above, for all accrued and untaken vacation.
(c)
Business Expense Reimbursement. The Executive shall be entitled
to reimbursement for reasonable travel and other out-of-pocket expenses necessarily incurred in the performance of the Executive’s
duties hereunder, upon submission and approval of written statements and bills in accordance with the then regular procedures of the Company
(collectively, “Business Expense Reimbursement”).
(d)
Indemnification; D&O and Side A Insurance; Officer Liability. The
Company shall, to the maximum extent permitted by law, indemnify and hold the Executive harmless for any acts or decisions made by the
Executive if the Executive acted in good faith and in a manner the Executive reasonably believed to be in or not opposed to the best interests
of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The
Company shall use commercially reasonable efforts to maintain its D&O and Side A insurance during the Term.
| (i) | In the event D&O and Side A Insurance is not
available in a timely manner for Directors, Officers, and Advisors (“DO&A”), this Agreement is subject to the full
execution of the Company’s DO&A Indemnification Agreement between the Parties. |
(e)
Non-Exclusivity of Rights. Except as otherwise specifically
provided, nothing in this Agreement will prevent or limit the Executive’s continued or future participation in any benefit, incentive,
or other plan, practice, or program provided by the Company or Company and for which the Executive may qualify. Any amount of vested benefit
or any amount to which the Executive is otherwise entitled under any plan, practice, or program of the Company or Company will be payable
in accordance with the plan, practice, or program, except as specifically modified by this Agreement.
| 5. | Executive’s Representations and Warranties. |
The Executive represents and warrants to the Company that:
(a)
the execution, delivery and performance of this Agreement by the Executive does not conflict
with or result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under any contract,
agreement or understanding, whether oral or written, to which the Executive are a party or of which the Executive or should be aware and
that there are no restrictions, covenants, agreements or limitations on his right or ability to enter into and perform the terms of this
Agreement, and agrees to indemnify and save the Company and its affiliates harmless from any liability, cost or expense, including attorney’s
fees, based upon or arising out of any such restrictions, covenants, agreements, or limitations that may be found to exist;
| (b) | the Executive is able to render the Executive Position; |
(c)
the Executive is not party to any ongoing civil or criminal proceedings, and have not been party
such proceedings within the past ten years, and do not know of any such proceeding that may be threatened or pending against the Executive;
and
(d)
the Executive is not currently engaged in activities and will not knowingly engage in future
activities that may cause embarrassment to the Company or tarnish the reputation or public image of the Company, including but not necessarily
limited to: any criminal behavior(s) such as drug use, theft, or any other potential or active violation of law; political controversy,
civil disobedience, or public protest; lewd, lascivious behavior.
All Discoveries
and Works which are made or conceived by the Executive while engaged by the Company, solely, jointly or with others, that relate to the
Company’s past, present or anticipated activities, or are used or useable by the Company within the scope of this Agreement shall
be owned by the Company. The Executive shall (a) promptly notify, make full disclosure to, and execute and deliver any documents requested
by the Company, as the case may be, to evidence or better assure title to Discoveries and Works in the Company, as so requested; (b) renounce
any and all claims, including but not limited to claims of ownership and royalty, with respect to all Discoveries and Works and all other
property owned or licensed by the Company; (c) assist the Company in obtaining or maintaining for itself at the Company’s expense
United States and foreign patents, copyrights, trade secret protection or other protection of any and all Discoveries and Works; and (d)
promptly execute, whether during the term of this Agreement or thereafter, all applications or other endorsements necessary or appropriate
to maintain patents and other rights for the Company and to protect the title of the Company thereto, including but not limited to assignments
of such patents and other rights. Any Discoveries and Works which, within one year after the expiration or termination of the term of
this Agreement, are made, disclosed, reduced to tangible or written form or description, or are reduced to practice by the Executive and
which pertain to the business carried on or products or services being sold or delivered by the Company at the time of such termination
shall, as between the Executive and, the Company, be presumed to have been made during the term of this Agreement. The Executive acknowledges
that all Discoveries and Works shall be deemed “works made for hire” under the U.S. Copyright Act of 1976, as amended 17 U.S.C.
Sect. 101.
(i)
The Executive agrees to make full written disclosure to the Company and will hold in trust for
the sole right and benefit of the Company, and hereby assign to the Company, or its designee, all of the Executive’s right, title
and interest in and to any Intellectual Property developed using Company technology during the course of this Agreement. Without limiting
the foregoing, all copyrightable works that the Executive creates during the Executive’s employment related to Company Business
with the Company shall be considered “work made for hire.”
(ii)
Any interest in Intellectual Property which the Executive now, or hereafter during the period
the Executive is engaged by the Company, may own or develop relating to the fields in which the Company may then be engaged shall belong
to the Company; the Executive hereby assign and agree to assign to the Company (or as otherwise directed by the Company) all of the Executive’s
right, title and interest in and to all Work Product, including without limitation all patent, copyright, trademark and other intellectual
property rights therein and thereto. If the Executive have any such rights that cannot be assigned to the Company, the Executive waive
the enforcement of such rights, and if the Executive have any rights that cannot be assigned or waived, the Executive hereby grant to
the Company an exclusive, irrevocable, perpetual, worldwide, fully paid license, with right to sublicense through multiple tiers, to such
rights. Such rights shall include the right to make, use, sell, improve, commercialize, reproduce, distribute, perform, display, transmit,
manipulate in any manner, create derivative works based on, and otherwise exploit or utilize in any manner the subject intellectual property.
(iii)
The Executive’s obligation to assign the Executive’s rights to Intellectual Property
under this Section 7 shall not apply to any inventions and all Discoveries and Works which were developed prior to the Executive’s
performance of services hereunder or under this Agreement. The Executive acknowledges that there are, and may be, future rights that the
Company may otherwise become entitled to with respect to the Intellectual Property that do not yet exist, as well as new uses, media,
means and forms of exploitation throughout the universe exploiting current or future technology yet to be developed, and the Executive
specifically intends the foregoing assignment of rights to the Company to include all such now known or unknown uses, media and forms
of exploitation. The Executive agree to cooperate with the Company, both during and after the term of the Executive’s employment
, in the procurement and maintenance of the Company’s rights to the Intellectual Property and to execute, when requested, any and
all applications for domestic and foreign patents, copyrights and other proprietary rights or other documents and to do such other acts
(including without limitation the execution and delivery of instruments of further assurance or confirmation) requested by the Company
to assign the Intellectual Property to the Company, to permit the Company to enforce any patents, copyrights or other proprietary rights
to the Intellectual Property and to otherwise carry out the purpose of this Agreement.
(iv)
If the Company is unable because of the Executive’s mental or physical incapacity or for
any other reason to secure any signature for any of the assignments, licenses or other reasonably requested documents pertaining to the
intellectual property rights referenced herein within ten (10) days of the delivery of said documents to the Executive, then the Executive
hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as the Executive’s agent and attorney
in fact, to act for and on the Executive’s behalf and stead and to execute and file said documents and do all other lawfully permitted
acts to further the perfection, defense and enjoyment of the Company’s rights relating to the subject Intellectual Property with
the same legal force and effect as if executed by the Executive. The Executive stipulates and agrees that such appointment is a right
coupled with an interest, and will survive the Executive’s incapacity or unavailability at any future time.
(v)
Executive hereby assigns and agrees to assign to Company, without royalty or any other consideration
except as expressly set forth herein, all worldwide right, title and interest Executive may have or acquire in and to (i) all Materials;
(ii) all Company Inventions (iii) all worldwide patents, patent applications, copyrights, mask work rights, trade secrets rights and other
intellectual property rights in any Innovations; and (iv) any and all “moral rights” or right of “droit moral”
(collectively “Moral Rights”), that Executive may have in or with respect to any Innovations filed or in the
process of filing at the time of the Effective Date of this Agreement or which may arise in the future pursuant to this Agreement. To
the extent any Moral Rights are not assignable the Executive waives, disclaims and agrees that Executive will not enforce such Moral Rights.
Executive agrees that such assignment shall extend to all languages and including the right to make translations of the Materials and
Innovations. Additionally, Executive agrees, at the Company’s expense, but at Company's sole expense, to sign and deliver to Company
(either during or subsequent to Executive's performance of the Services hereunder) such documents as Company considers
desirable to evidence the assignment
of all rights of Executive, if any, described above to Company and Company's ownership of such rights and to do any lawful act and to
sign and deliver to Company any document necessary to apply for, register, prosecute or enforce any patent, copyright or other right or
protection relating to any Innovations in any country of the world. If required, the Executive will be paid a reasonable consulting fee
for such services consistent with industry practices but not to exceed $250 per hour.
(b)
Maintenance of Records. The Executive agrees to keep and
maintain adequate and current written records of all Intellectual Property made by the Executive (solely or jointly with others) during
the term of the Executive’s employment with the Company. The records will be in the form of notes, sketches, drawings, electronic
or digital data, and any other format that may be specified by the Company. The records will be available to, and remain the sole property
of, the Company at all times.
(c)
Patent and Copyright Registrations. The Executive agrees
to assist the Company, or its designee, at the Company’s expense, in every proper way to secure the Company’s rights in the
Intellectual Property Items and any copyrights, patents, mask work rights or other intellectual property rights relating thereto in any
and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto and the execution
of all applications, specifications, oaths, assignments and all other instruments which the Company shall deem necessary in order to apply
for and obtain such rights and in order to assign and convey to the Company, its successors, assigns and nominees the sole and exclusive
rights, title and interest in and to such Intellectual Property Items, and any copyrights, patents, mask work rights or other intellectual
property rights relating thereto.
| 8. | Non-Competition and Non-Solicitation and Non-Circumvention. |
(a)
Non-competition. Except as authorized by the Board, during
the Executive’s employment by the Company and for a period of nine (9) months thereafter (the “Non-Compete Period”),
the Executive will not (except as an officer, director, stockholder, employee, agent or consultant of the Company or any subsidiary or
affiliate thereof) either directly or indirectly, whether or not for consideration, (i) in any way, directly or indirectly, solicit, divert,
or take away the business of any person who is or was a customer of the Company, or in any manner influence such person to cease doing
business in part or in whole with Company; (ii) engage in a Competing Business; (iii) except for investments or ownership in public entities,
mutual funds and similar investments, none of which constitute more than 5% of the ownership or control of such entities, own, operate,
control, finance, manage, advise, be employed by or engaged by, perform any services for, invest or otherwise become associated in any
capacity with any person engaged in a Competing Business; or (iv) engage in any practice the purpose or effect of which is to intentionally
evade the provisions of this covenant. For purposes of this section, “Competing Business” means any Person which is
engaged directly or indirectly in any business competing with the Company’s water monitoring and Leak detection platform that integrates
building sensors, engineering, installation, insurance, financing, and artificial intelligence and machine learning business; and White
Board technology services (“Company Business”) or such other business as then carried on or planned to be carried on
(if such plans were developed during the Term) by the Company or any of its subsidiaries or affiliates (collectively, the “Company’s
Business”). The Company understands the Executive may continue to act as a consultant on his own behalf for other companies
as authorized in Section 1(c) of this Agreement.
(b)
The following activities shall not be deemed to be competitive to the Company’s business,
unless the parties mutually agree to modify based upon developments within the Company:
(i)
A renewable or alternative energy operating business (i.e. owner, operator or management of any
renewable energy installation) which shall not make use of the Company’s products and technologies or the Company’s products
and technologies under development and shall not compete against the Company.
(ii)
Notwithstanding anything herein to the contrary, Company acknowledges that the Executive may
have other existing outside interests. Provided such:
| (1) | interests do not affect the Executive’s ability to competently perform
obligations |
hereunder, and
(2)
Entities do not compete with Company’s Business, Company hereby consents to allow the Executive
to continue to provide services to such other entities. The Executive agrees to not compete with Company’s Business, or with the
Company’s current products and technologies and technologies under development.
(iii)
The Company and the Executive understand the Executive is permitted to provide design and/or
installation consulting services that may include renewable and alternative energy Products provided there is no conflict of interest
with the Company’s Business.
(c)
Non-Solicitation and Non-Circumvention. During the Term
and for a period of nine (9) months following the termination of this Agreement 10(d) the Executive will not directly or indirectly,
whether for his account or for the account of any other individual or entity, solicit or canvas the trade, business or patronage of, or
sell to, any individuals or entities that were or are customers of the Company during the term of this Agreement, or prospective customers
with respect to whom a sales effort, presentation or proposal was made by the Company or its affiliates which are Competing Businesses
with the Company.
(d)
Requirement to Safeguard Confidential Information. All Confidential
Information of the Company is expressly acknowledged by the Executive to be the sole property of the Company, and the disclosure of the
Confidential Information shall not be deemed to confer any rights with respect to such Confidential Information on the Executive. The
Executive will exercise reasonable care to ensure the confidentiality of the Confidential Information. All confidential information which
the Executive may now possess, or may obtain or create prior to the end of the period the Executive are engaged by the Company, relating
to the business of the Company, or any customer or supplier of the Company, or any agreements, arrangements, or understandings to which
the Company is a party, shall not be disclosed or made accessible by the Executive to any other person or entity either during or after
the termination of the Executive’s employment or used by the Executive except during the Executive’s employment by the Company
in the business and for the benefit of the Company, without the prior written consent of the Company. Nothing herein shall be construed
as an obligation of the Company to consent to the terms and conditions of any such request and under no circumstances shall any such approval
be deemed to waive, alter or modify the terms and conditions of this Agreement. The Executive agrees to return all tangible evidence of
such confidential information to the Company prior to or at the termination of the Executive’s employment.
The Executive
agrees that, except as required by his duties with the Company or as authorized by the Company in writing, he will not use or disclose
to anyone at any time, regardless of whether before or after the Executive ceases to be engaged by the Company, whether based on the Executive’s
recollection or otherwise, any of the Confidential Information obtained by him in the course of his employment with the Company. The Executive
shall not be deemed to have violated this Section 8(d) by disclosure of Confidential Information that at the time of disclosure
(a) is publicly available or becomes publicly available through no act or omission of the Executive, or (b) is disclosed as required by
court order or as otherwise required by law, on the condition that notice of the requirement for such disclosure is given to the Company
prior to make any disclosure.
| 9. | Equitable Remedies; Availability of Other Remedies; Obligations Absolute. |
(a)
The Executive represents and warrants that he has had an opportunity to consult with an attorney
regarding this Agreement and fully understands the contents hereof.
(b)
The Executive acknowledges that (i) the provisions of Sections 7 and 8 are reasonable
and necessary to protect the legitimate interests of the Company and its Affiliates, and (ii) any violation of Sections 7 and 8
may result in irreparable injury to the Company, the exact amount of which will be difficult to ascertain, and that the remedies at
law for any such violation would not be reasonable or adequate compensation to the Company and its Affiliates for such a violation. Accordingly,
the Executive agrees that if the Executive violates the provisions of Sections 7 and 8, in addition to any other remedy
which may be available at law or in equity, the Company and its Affiliates shall be entitled to specific performance and injunctive relief,
without posting bond or other security, and without the necessity of proving actual damages.
(c)
The rights and remedies of the Company and its Affiliates under this Agreement are not exclusive
of or limited by any other rights or remedies that it may have, whether at law, in equity, by contract or otherwise, all of which shall
be cumulative (and not alternative). Without limiting the generality of the foregoing, the rights and remedies of the Company and its
Affiliates under this Agreement, and the obligations and liabilities of the Executive under this Agreement, are in addition to their respective
rights, remedies, obligations and liabilities under the law of
unfair competition, under laws relating to misappropriation
of trade secrets, under other laws and common law requirements and under all applicable rules and regulations.
(d)
The Executive’s obligations under this Agreement are absolute and shall not be terminated
or otherwise limited by virtue of any breach (on the part of the Company or any other person) of any provision of any other agreement,
or by virtue of any failure to perform or other breach of any obligation of the Company, the Company, or any other person.
(e)
The Executive acknowledges that the provisions of Sections 7 and 8 are fully applicable
to the Executive no matter whether the Termination Date occurs prior to, on, or subsequent to, the Expiration Date and regardless of the
reason for the Executive’s termination.
| 10. | Effect of Termination. |
(a)
Termination For Cause or Good Reason. If the Executive’s
employment is terminated by the Company for Cause or by the Executive for any reason other than a Good Reason (as provided in Sections
2(b)(iii) and (vi)), except as provided in Section 10(d)(i), no severance compensation will be paid or other benefits
furnished to the Executive as a result of such termination.
(b)
Termination Without Cause; Disability; No-Good Reason. If
Executive’s employment is terminated as a result of the Executive’s Disability, by the Company without Cause or by the Executive
for Good Reason (as provided in Sections 2(b)(i), (iv) and (v)), the Company shall pay the Executive a payment in
accordance with Section 10(d)(i) and (ii) of this Agreement.
(c)
Executive Termination For Cause or Good Reason. If the Executive
terminates this Agreement for Cause or Good Reason, the Company shall pay the Executive a payment in accordance with Section 10(d)(i)
and
(ii) of this Agreement. All
stocks outlined in 3(d)(i-iii) that have not been awarded shall be collectively awarded in aggregate according to 3(d)(i-iii) and the
Executive is entitled to the equivalent of 1.5 years’ lump sum salary at the time of Termination for Cause or Good Reason in accordance
with Section 3.
| (d) | Payments Upon Termination. |
(i)
Basic Payments. In the event the Executive’s employment
under this Agreement is terminated pursuant to Section 10(a), Executive’s rights and the Company’s obligations hereunder
shall cease (except to the extent specifically provided to survive the termination of this Agreement) as of the Effective Termination
Date; provided, however, that the Company shall pay the Executive, subject to Executive’s full and complete compliance with the
provisions and conditions set forth in Section 10(d)(iii) and (iv), his (i) Monthly Salary, prorated through the Effective
Termination Date; (ii) Business Expense Reimbursements through the Effective Termination Date; (iii) Medical Insurance Reimbursement and
any other benefits due to the Executive, prorated through the Effective Termination Date.
All payments made
pursuant to this Section 10(d)(i), will be made in accordance with the Company’s regular payroll procedures through the Effective
Termination Date; and the full payment all of payments and benefits due the Executive hereunder upon termination shall completely and
fully discharge and constitute a release by the Executive of any and all obligations and liabilities of the Company to the Executive,
including, without limitation, the right to receive Monthly Payment, options and all other compensation or benefits provided for in this
Agreement, and the Executive shall not be entitled to any further compensation, options, or severance compensation of any kind, and shall
have no further right or claim to any compensation, options, benefits or severance compensation under this Agreement or otherwise against
the Company or its affiliates, from and after the date of such termination, except as provided by the terms of the stock option agreement
entered into between the Executive and the Company, and any benefit plan under which the Executive is participating.
(ii)
Severance Payments. In the event the Executive’s employment
under this Agreement is terminated pursuant to Section 10(b) the Executive’s rights and the Company’s obligations hereunder
shall cease (except to the extent specifically provided to survive the termination of this Agreement), as of the Effective Termination
Date of the termination; provided, however, that the Company shall pay the Executive (A) the payments
provided for
in Section 10(d)(i) above and, subject to the Executive’s full and complete compliance with the provisions and conditions
set forth in Sections 10(d)(iii) and (iv), (B) a severance payment (the “Severance Payment”) equal to:
(1)
six (6) Monthly Payments as in effect on the date of termination if this Agreement is terminated
after the Effective Date and prior to December 31, 2024;
(2)
eight (8) Monthly Payments as in effect on the date of termination if this Agreement is terminated
after December 31, 2024 and prior to December 31, 2025;
(3)
twelve (12) Monthly Payments as in effect on the date of termination if this Agreement is terminated
after December 31, 2025 and prior to December 31, 2027; and
The Severance Payment
shall be subject to any applicable tax withholdings. Payment of the Severance Payment will be made as set forth in Section 3(a)
so long as the conditions specified in Sections 10(d)(iii) and (iv) are satisfied. The Company, at its sole discretion,
may elect to issue the Severance Payment in one lump sum payment.
(iii)
Return of Documents and Property. Within forty-five (45)
days of the Effective Termination Date, or at any time upon the request of the Company, the Executive (or his heirs or personal representatives)
shall deliver to the Company, at Company’s expense, in good order (a) all documents and materials (including, without limitation,
computer files) containing Trade Secrets and Confidential Information relating to the business and affairs of the Company or its affiliates;
(b) all documents, materials, equipment and other property (including, without limitation, computer files, computer programs, computer
operating systems, computers, printers, scanners, pagers, telephones, credit cards and ID cards) belonging to the Company or its affiliates,
which in either case are in the possession or under the Executive’s control (or the control of his heirs or personal representatives);
and
(c) all corporate records of the Company,
including minute books, accounting related materials, audit related materials, attorney correspondence, and any other such records which
may be in the Executive’s possession. In the event that the Agreement is terminated by the Company for Cause or by the Executive
for Cause, Good or No Good Reason, any and all expenses related to the Return of Documents and Property shall be paid, in advance, by
the Company.
| (e) | Other Effects of Termination. |
(i)
Survival of Certain Provisions. Notwithstanding anything
to the contrary contained herein, if this Agreement is terminated the provisions of Sections 5, 6, 7, 8, 9, 10, 12 and 13 of
this Agreement shall survive such termination and continue in full force and effect.
(ii)
Relinquishment of Authority. Notwithstanding anything herein
to the contrary, upon written notice to the Executive, the Company may immediately relieve the Executive of all of the Executive’s
duties and responsibilities hereunder and may relieve the Executive of authority to act on behalf of, or legally bind, the Company. However,
such action by the Company shall not alter the Company’s obligations to the Executive with regard to the procedure for a termination.
| 11. | Successors and Assigns. |
This Agreement
shall insure to the benefit of and be binding upon the Company and its successors and assigns. In view of the personal nature of the services
to be performed under this Agreement by the Executive, the Executive shall not have the right to assign or transfer any of the Executive’s
rights, obligations or benefits under this Agreement, except as otherwise specifically noted herein.
| 12. | No Reliance on Representations. |
The Executive
acknowledges that he is not relying, and has not relied, on any promise, representation or statement made by or on behalf of the Company
which is not set forth in this Agreement.
| 13. | Entire Agreements; Amendments. |
This Agreement
sets forth the entire understanding with respect to the Executive’s employment by the Company and supersedes all existing agreements
between the Executive and the Company and may be modified only by a written instrument duly executed by each of the Executive and the
Company.
Any waiver by
either party of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any other breach of
such provision or of any breach of any other provision of this Agreement. The failure of a party to insist upon strict adherence to any
term of this Agreement on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist
upon strict adherence to that term or any other term of this Agreement. Any waiver of a breach of any provision hereof must be in writing.
The Executive and
the Company have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent
or interpretation arises, this Agreement shall be construed as if drafted jointly by the Executive and the Company and no presumption
or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.
Any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated
thereunder, unless the context requires otherwise. The word “including” shall mean including without limitation. Whenever
the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and
the singular forms of nouns and pronouns shall include the plural, and vice versa. The headings in this Agreement are solely for the convenience
of reference and shall be given no effect in the construction or interpretation of this Agreement.
Any term or provision
of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability
of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation
or in any other jurisdiction. If the final judgment of a court of competent jurisdiction declares that any term or provision hereof is
invalid or unenforceable, the parties hereto agree that the court making such determination shall have the power to limit the term or
provision, to delete specific words or phrases, or to replace any 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. In the event such court does not exercise the power granted to it in the prior sentence,
the parties hereto agree to replace such invalid or unenforceable term or provision with a valid and enforceable term or provision that
will achieve, to the extent possible, the economic, business and other purposes of such invalid or unenforceable term.
All notices, demands
or requests made pursuant to, under or by virtue of this Agreement must be in writing and sent to the party to which the notice, demand
or request is being made by (i) certified mail, return receipt requested;
(ii) nationally recognized overnight
courier delivery; (iii) by facsimile transmission provided confirmation of transmission is mechanically or electronically generated and
kept on file by the sending party; (v) by email at the email address set forth below; or (v) hand delivery as follows:
To
Himalaya Technologies, Inc.
Vikram Grover, Chairman 625 Stanwix St. #2504
Pittsburgh, PA 15222 vik.grover@himalayatechnologies.com
[***]
To the Executive:
John A. Conklin [***]
Email: [***]
or to such other address, facsimile number,
or email address, as is specified by a party by notice to the other party given in accordance with the provisions of this Section 17.
Any notice given in accordance with the provisions of this Section 17 shall be deemed given (i) three (3) business days after mailing
(if sent by certified mail), (ii) one (1) business day after deposit of same with a nationally recognized overnight courier service (if
delivered by nationally recognized overnight courier service), or (iii) on the date delivery is made if delivered by hand or facsimile.
| 18. | Counterparts; Delivery by Facsimile or Email. |
(a)
This Agreement may be executed in one or more counterparts, all of which shall be considered
one and the same agreement, and shall become effective when one or more counterparts have been signed by the Executive and the Company
and delivered to the other, it being understood that the Executive and the Company need not sign the same counterpart. This Agreement
may be executed by facsimile or email signature and a facsimile or email signature shall constitute an original for all purposes.
(b)
This Agreement, the agreements referred to herein, and each other agreement or instrument entered
into in connection herewith or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, to the extent signed
and delivered by means of a facsimile machine, shall be treated in all manner and respects as an original agreement or instrument and
shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the
request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall re-execute original forms
thereof and deliver them to all other parties. No party hereto or to any such agreement or instrument shall raise the use of a facsimile
machine or email to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through
the use of a facsimile machine or email as a defense to the formation or enforceability of a contract and each such party forever waives
any such defense.
| 19. | Disclosure and Avoidance of Conflicts of Interest. |
During the Executive’s employment
with the Company, the Executive will promptly, fully and frankly disclose to the Company in writing:
(a)
the nature and extent of any interest the Executive or the Executive’s Affiliates (as hereinafter
defined) have or may have, directly or indirectly, in any contract or transaction or proposed contract or transaction of or with the Company
or any subsidiary or affiliate of the Company;
(b)
every office the Executive may hold or acquire, and every property the Executive or the Executive’s
Affiliates may possess or acquire, whereby directly or indirectly a duty or interest might be created in conflict with the interests of
the Company or the Executive’s duties and obligations under this Agreement;
| (c) | the nature and extent of any conflict referred to in subsection (b) above;
and |
(d)
the Executive acknowledges that it is the policy of the Company that all interests and conflicts
of the sort described herein be avoided, and the Executive agrees to comply with all policies and directives of the Board from time to
time regulating, restricting or prohibiting circumstances giving rise to interests or conflicts of the sort described herein. During the
Executive’s employment with the Company, without Board approval, in its sole discretion, the Executive shall not enter into any
agreement, arrangement or understanding with any other person or entity that would in any way conflict or interfere with this Agreement
or the Executive’s duties or obligations under this Agreement or that would otherwise prevent the Executive from performing the
Executive’s obligations hereunder, and the Executive represent and warrant that the Executive or the Executive’s Affiliates
have not entered into any such agreement, arrangement or understanding.
| 20. | Failure to Renew or Extend the Term of This Agreement or Enter
into a new Agreement. |
In the event that
a renewal or extension of this Agreement, or entry into a new employment agreement, is not effected by the parties on or prior to December
1, 2027 the Executive may commence to provide consulting services to third parties and/ or market himself to third parties in such capacities
consistent with the Executives obligations pursuant to Section 8 of this Agreement.
For purposes of this Agreement, the following terms
shall have the meanings ascribed to them below: “Affiliate” means, with respect to any Person, any other Person who
directly or indirectly, through one or
more intermediaries, controls, is
controlled by, or is under common control with, such Person. The term “control”
means the possession, directly or indirectly,
of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities,
by contract or otherwise, and the terms “controlled” and “controlling” have meanings correlative thereto.
“Board
of Directors” or “Board” means the Company’s Board of Directors as the same may from time to time be
constituted.
“Business Day” means any
day on which banks are open for business in the State of Tennessee. “Cause” shall mean: (1) any material act of dishonesty
by the Executive against the Company; or
(2) any material act of dishonesty
by the Company, insiders or affiliates that jeopardize the Company or Executive (3) willful misconduct or gross negligence by the Executive
in carrying out the Executive’s duties of the Executive Position; or (4) material breach of this Agreement, including, but not limited
to a breach of the representations and warranties made by, the Executive; or (5) misconduct by the Executive, such as intoxication or
other misconduct which has a substantial adverse effect on the business of the Company, or (6) other circumstances (other than the Executive’s
Disability) indicative of the Executive’s failure materially to comply with the terms of his employment and which have had or may
have an adverse effect on the business of the Company; or (7) the Executive’s violation of the United States federal or applicable
state securities laws; or (8) indictment under the laws of the United States, or any state thereof for a (i) civil offense which is injurious
to the business reputation of the Corporation or (ii) criminal offense, unless these actions are not committed by the Executive; or (9)
recurring failure to adequately fulfill the responsibilities associated with the Executive Position.
“Change
of Control” shall mean the occurrence of any of the following events during the term hereof: (i) Any “person” (such
as that term is used in Section13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
other than an Affiliate of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, or securities of the Company representing 51% or more of the total voting power represented by the Company’s
then outstanding voting securities; or (ii) any merger or consolidation of the Company with any other corporation, other than a merger
or consolidation that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent
50% or more of the total voting power represented by the Company’s then outstanding voting securities (either by remaining outstanding
or by being converted into voting securities of the Company or such other surviving entity outstanding immediately after such merger or
consolidation); or (iii) a majority of the directors of the Company which were not nominated by the Company’s management (or were
nominated by management pursuant to an agreement with persons that acquired sufficient voting securities of the Company to de facto control
it) are elected to the Board by the Company’s shareholders; or (iv) the shareholders of the Company approve a plan of complete liquidation
of the Company or an agreement for the sale or disposition by the company of all or substantially all of the Company’s assets. Notwithstanding
the foregoing, and only to the extent necessary to comply with Section 409A, a “Change of Control” will have occurred
only if, in addition to the requirements set above, the event constitutes a change in the ownership or effective control of the Company,
or in the ownership of a substantial portion of the assets of the Company, within the meaning of guidance issued by the Secretary of the
Treasury under Section 409A of the Code.
“Code” means the Internal Revenue
Code of 1986, as amended. “Company” shall have the meaning set forth in the preamble hereto.
“Company’s
Business” means the Company’s business activities and operations as conducted during the term of this Agreement and all
products planned, researched, developed, tested, manufactured, sold, licensed, leased or otherwise distributed or put into use by the
Company or any of its Affiliates, together with all services provided or planned by the Company or any of its Affiliates, during the Executive’s
relationship with the Company. Company Business as conducted during the term of this Agreement is further defined as: water monitoring
and Leak detection platform that integrates building sensors, engineering, installation, insurance, financing, and artificial intelligence
and machine learning business or and White Board technology services.
“Confidential
Information” shall mean any and all information in addition to Trade Secrets used by, or which is in the possession of the Company
and relating to the Company’s business or assets specifically including, but not limited to, information relating to the Company’s
products, services, strategies, pricing, customers, representatives, suppliers, distributors, technology, finances, employee compensation,
computer software and hardware, inventions, developments, in each case to the extent that such information is not required to be disclosed
by applicable law or compelled to be disclosed by any governmental authority. Notwithstanding the foregoing, the terms “Trade
Secrets” and “Confidential Information” do not include information that (i) is or becomes generally available
to or known by the public (other than as a result of a disclosure by the Executive), provided, that the source of such information is
not known by the Executive to be bound by a confidentiality agreement with the Company; or
(ii) is independently developed by
the Executive without violating this Agreement.
“Disability”
means a disability that has existed for a period of 6 consecutive months and because of which the Executive is physically or mentally
unable to substantially perform his regular duties as Chief Executive Officer of the Company. Notwithstanding the foregoing, and only
to the extent necessary to comply with Section 409A of the Code, the Executive will have suffered a “Disability” only if,
in addition to the requirements set above, it represents a disability within the meaning of guidance issued by the Secretary of the Treasury
under Section 409A of the Code.
“Discoveries
and Works” includes, by way of example but without limitation, Trade Secrets and other Confidential Information, patents and
patent applications, service marks, and service mark registrations and applications, trade names, copyrights and copyright registrations
and applications and all materials, information, inventions, discoveries, developments, methods, compositions, concepts, ideas, writings,
computer code and the like (whether or not patentable or copyrightable or constituting trade secrets) conceived, made, created, developed
or reduced to practice by the Executive (whether alone or with others, whether or not during normal business hours and whether on or off
Company premises) during the term of this Agreement that relate to either the Company’s Business or any prospective activity of
the Company or any of its Affiliates.
“Director” means a member of the Company’s
Board of Directors.
“Effective Date” shall mean the date
of this Agreement as set forth in the preamble hereto.
“Good
Reason” means (1) a material diminution in the Executive’s responsibilities, duties, title, reporting responsibilities
within the business organization, status, role or authority (except as otherwise contemplated by Section 1(b) hereof); or (2) the removal
of the Executive from the position of Chief Restructuring Officer (other than pursuant to Section 1(b) or elevation to a higher or comparable
ranking executive officer position with the Company); or (3) ) the Company’s violation of the United States federal or applicable
state securities laws without the knowledge of, or participation by, the Executive; or (4) a material breach by the Company of any of
the material terms of this Agreement. A condition will not be considered “Good Reason” unless the Executive gives the
Company written notice of the condition within thirty (30) days after the condition comes into existence and the Company fails to substantially
remedy the condition within thirty (30) days after receiving the Executive’s written notice. Anything herein to the contrary notwithstanding,
the Executive’s resignation or removal as the Company’s Chief Financial Officer or as a Director will not constitute “Good
Reason” hereunder.
“Intellectual
Property” means with respect to the Company’s Business, all U.S. and foreign (a) patents and patent applications and all
reissues, renewals, divisions, extensions, provisional patents, continuations and continuations in part thereof, (b) inventions (regardless
of whether patentable), invention disclosures, trade secrets, proprietary information, industrial designs and registrations and applications,
mask works and applications and registrations, (c) copyrights and copyright applications and corresponding rights, (d) trade dress, trade
names, logos,
URLs, common law trademarks and
service marks, registered trademarks and trademark applications, registered service marks and service mark applications, (e) domain name
rights and registrations, (f) databases, customer lists, data collections and rights therein, (g) confidentiality rights or other intellectual
property rights of any nature, in each case throughout the world; (h) ideas, processes, trademarks, service marks, inventions, designs,
technologies, computer hardware or software, original works of authorship, formulas, discoveries, patents, copyrights, copyrightable works,
products, marketing and business ideas, and all improvements, know-how, data, rights, and claims related to the foregoing; and (i) Discoveries
and Works.
“Person”
means any natural person, corporation, company, limited or general partnership, joint stock company, joint venture, association, limited
liability company, trust, bank, trust company, land trust, business trust or other entity or organization.
“Trade
Secrets” shall mean all confidential and proprietary information belonging to the Company (including current client lists and
prospective client lists, ideas, formulas, compositions, inventions (whether patentable or unpatentable and whether or not reduced to
practice), know-how, manufacturing and production processes and techniques, research and development information, drawings, specifications,
designs, plans, proposals, technical data, copyrightable works, financial and marketing plans and customer and supplier lists and information.
| 23. | Further Assurances.
The parties will execute such further instruments and take such further actions as may be reasonably
necessary to carry out the intent of this Agreement. |
| 24. | GOVERNING
LAW.
All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal
laws of the State of Tennessee. |
25.
Binding Arbitration. All claims
and disputes arising under or relating to this Agreement are to be settled by binding arbitration. If the parties are unable to agree
respecting the time, place, method or rules of the arbitration, then such arbitration shall be held in the City of Johnson City, Tennessee,
in accordance with the laws of the State of Tennessee and the rules of the American Arbitration Association. The arbitration shall be
conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Any decision or
award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and
fact and shall include the assessment of costs, expenses, and reasonable attorneys’ fees. There shall be three arbitrators. The
Parties agree that one arbitrator shall be appointed by each Party, and the third presiding arbitrator shall be appointed by agreement
of the two party-appointed arbitrators within fourteen (14) days of the appointment of the second arbitrator, or in default of such agreement,
by the American Arbitration Association. An award of arbitration may be confirmed in a court of competent jurisdiction.
[ACKNOWLEDGMENT OF, AND SIGNATURE
PAGE TO FOLLOW] [BALANCE OF THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK]
IN WITNESS WHEREOF, the parties
hereto have duly executed and delivered this Executive Engagement Agreement as of the date first above written.
Company:
Himalaya
Technologies, Inc.
BY:
NAME: VIKRAM P.
GROVER
Title: Chairman
Executive:
John
A. Conklin
Digitally signed by John
A. Conklin
DN: cn=John
A. Conklin, o=JAC Personal, ou=N/ A, email=Redacted@PersonalEmail.com, c=US Date: 2024.07.19
13:08:57 -04'00'
Adobe Acrobat version: 2024.002.20895
BY: _
Name: John A. Conklin
HIMALAYA TECHNOLOGIES ADDS SEASONED EXECUTIVE TO MANAGEMENT TEAM AND BOARD; COMPANY TARGETING VAST SMART BUILDING MARKET WITH AI AND IOT
TECHNOLOGIES
Pittsburgh,
PA, July 22, 2024 – Himalaya Technologies, Inc. (OTC: HMLA) is pleased to announce it has appointed John Conklin, a seasoned
business development and operations executive and inventor, as its Chief Operating Officer (“COO”) and Board Director to assist
on new business development and venture opportunities.
With over
40 years of business development, operations, industrial process, renewable and alternative energy, and building envelope experience,
Mr. Conklin has consulted on and overseen technical processes, business management and administration and advised on mergers and acquisitions
for numerous private and public companies ranging from start-ups to Fortune 500 companies. His strategic business planning and development
work includes evaluation and analysis of energy technologies and markets and the review, analysis of, and funding of energy technologies
for specific applications.
“After
a long search, the Company has found the ideal executive officer that has the right combination of business, operations, technical, and
innovative experience with proven expertise in raising capital and streamlining processes to maximize business efficiency and profitability.
The Smart Building vertical represents addressable markets totaling multiple billions of dollars of revenues annually. With John’s
guidance, we intend to vigorously enter these markets through organic growth and acquisitions to take Himalaya Technologies into a new
chapter,” stated Vik Grover, CEO.
“As
a first step, I’m looking forward to building new business around the Internet of Things (“IoT”) that embeds sensors,
software platforms and dashboards, and cybersecurity in the cloud and servers that are accessed over the Internet that effectively manages
Loss Control as a Service (“LCaaS”) opportunities for private, public, commercial, and government buildings and sports and
entertainment venues,” said John Conklin.
Over his
career, Mr. Conklin has focused his energies on strategic management, operations, and the development of technology from concept to proof
of concepts. He has put heavy emphases on operations strategies that lead to innovation and development, and has advised on company operations
strategy, financing, creation of company culture, human resources, product and technology development, compliance, safety, and investor
and public relations, and corporate governance. Mr. Conklin has actively managed both the technical and business requirements of various
energy and industrial companies.
In addition
to technical oversight, he has engaged in financial management and accounting; strategic planning; product prototyping, development, and
distribution; productivity and profitability analyses; inventory and cost controls; and team recruitment and management. Mr. Conklin also
possesses extensive industrial process, environmental systems design, testing, and analytical experience, which has resulted in process
and operational cost savings for numerous clients. He has managed manufacturing, industrial processes, environmental systems design, testing,
and analytics. John previously has served on the Board of Directors for four companies and formed the not-for-profit, 501(c)(3), Justice
Systems Institute.
Mr. Conklin
has a B.S. from the Rochester Institute of Technology (RIT) Summa Cum Laude Honors of Distinction and M.Sc. with Honors from RIT. He has
invented or co-invented more than eighteen patent filings (2010 – 2020) and developed more than 20 Trademark filings.
About
Himalaya Technologies, Inc.:
Himalaya
Technologies, Inc. (https://www.himalayatechnologies.com/) is a publicly traded entity
(OTC:
HMLA) focusing on minority and majority investments in businesses seeking access to growth capital to fulfill their own business
plans and create value for their stakeholders including debt and equity investors. The Company had investments in social media, healthy
energy drink products, and other portfolio positions.”
Forward
Looking Statements:
Statements
in this press release about our future expectations, including without limitation, the likelihood that Himalaya Technologies, Inc. will
be able to meet minimum sales expectations, be successful and profitable in the market, bring significant value to Himalaya’s stockholders,
and leverage capital markets to execute its growth strategy, constitute "forward-looking statements" within the meaning of Section
27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and as that term is defined in the Private Litigation
Reform Act of 1995. Such forward-looking statements involve risks and uncertainties and are subject to change at any time, and our actual
results could differ materially from expected results. The Company undertakes no obligation to update or release any revisions to these
forward-looking statements to reflect events or circumstances after the date of this statement or to reflect the occurrence of unanticipated
events, except as required by law. Himalaya’s business strategy described in this press release is subject to innumerable risks,
most significantly, whether the Company is successful in securing adequate financing. No information in this press release should be construed
in any form shape or manner as an indication of the Company’s future revenues, financial condition, or stock price, nor is it a
solicitation for investment.
Investor
Contact
Investor
Relations
(630) 708-0750
IR@himalayatechnologies.com
Follow us
on X @HMLAtech
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