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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (date of earliest event reported) October 2, 2023
BRIGHT
GREEN CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-41395 |
|
83-4600841 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
Number) |
1033
George Hanosh Boulevard
Grants,
NM 87020
(Address
of principal executive offices and zip code)
(833)
658-1799
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock, par value $0.0001 per share |
|
BGXX |
|
Nasdaq
Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
1.01 |
Entry
Into a Material Definitive Agreement. |
The
disclosure set forth under Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.
Item
5.02 |
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective
as of October 2, 2023, Seamus McAuley, the Chief Executive Officer of Bright Green Corporation, a Delaware corporation (the “Company”),
resigned from his position as Chief Executive Officer of the Company in connection with the appointment of Gurvinder Singh as Chief Executive
Officer, as described below. Mr. McAuley indicated to the Company that he did not resign as a result of any disagreement with the Company
on any matter relating to the Company’s operations, policies, or practices.
Gurvinder Singh was appointed
Chief Executive Officer of the Company, effective as of October 2, 2023. On September 20, 2023, effective as of October 2, 2023, the
Company entered into an Executive Employment Agreement with Mr. Singh (the “Agreement”) to serve as the Company’s Chief
Executive Officer. The Agreement provides Mr. Singh a monthly base salary of $33,333.33, customary reimbursement for certain expenses,
and eligibility to participate in the Company’s benefit plans and executive compensation programs generally. The Agreement provides
for the award of up to an aggregate of 625,000 restricted stock units and 625,000 options to acquire shares of the Company’s common
stock (the “Signing Awards”), pursuant to the Company’s 2022 Omnibus Equity Incentive Plan (the “Plan”).
The Signing Awards vest in accord with the terms provided in the Agreement. In addition, upon the achievement of specific milestones
as set forth in the Agreement, Mr. Singh shall be eligible to receive additional awards of up to an aggregate of 625,000
restricted stock units and 625,000 options to acquire shares of common stock (the “Milestone Awards”). Each Milestone
Award is subject to and conditioned upon the approval of the Board of Directors, which approval shall be granted as each milestone
is met. The Agreement subjects Mr. Singh to standard restrictive covenants for agreements of its type, including non-competition, non-solicitation,
and invention assignment provisions.
Mr.
Singh has been the CEO of Peak Visory Consulting, a strategic firm specializing in guiding U.S. and Asia-based companies to entry in
U.S. markets, since he founded the Company in January 2022. From January 2022 until September 2023, Mr. Singh served as the Chief Strategy
Officer for Pangea Global Technology Inc., a vertically integrated company operating in the Ag Tech and smart lighting wireless technology
space. Mr. Singh co-founded Glass House Brands Inc. in January 2018 and served as the Chief Marketing Officer from such time until October
2021. During his time at Glass House Brands Inc., Mr. Singh was responsible for the formation and growth of the company’s commercial
cannabis operations, including the development of six million square feet of cultivation and the brand’s consumer retail business.
Previously, Mr. Singh co-founded SC Investments LLC, a real estate investment firm, in January 2013 and served as CEO from such time
until 2017. Prior to that, Mr. Singh co-founded TCW Trends, Inc., an active-branded apparel company, where he was pivotal in forging
alliances with global retail partners. Mr. Singh holds board advisory positions for several international companies spanning across the
Ag-tech, Real Estate and Consumer packaged goods sectors. Mr. Singh earned a B.A from Stanford University and an OPM certification from
the Harvard Business School.
The
foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by its full text, which
is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On
October 3, 2023, the Company issued a press release, a copy of which is filed herewith as Exhibit 99.1, announcing the CEO transition.
The information set forth in this Item 8.01 and in Exhibit 99.1 is furnished and shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that section. The information in this Item 8.01 and in Exhibit 99.1 shall not be deemed to be incorporated by reference into any filing
of the Company under the Securities Act, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly
set forth by specific reference in such a filing.
Item
9.01 |
Financial
Statements and Exhibits |
(d)
Exhibits
Exhibits.
¥
Indicates a management contract or compensatory plan, contract or arrangement.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Date:
October 6, 2023 |
Bright
Green Corporation |
|
|
|
|
By: |
/s/
Gurvinder Singh |
|
|
Gurvinder
Singh |
|
|
Chief
Executive Officer |
Exhibit
10.1
Employment
Agreement
This
Employment Agreement (“Agreement”) dated September 20th, 2023, and effective as of October 2nd , 2023
(the “Effective Date”) is entered into between Bright Green Corporation, a Delaware corporation (the “Company”),
and Gurvinder Singh (the “Executive”). The Company and the Executive are collectively referred to as the “Parties.”
This
Agreement is being executed and delivered as consideration for, in connection with, and as a condition precedent to Executive’s
employment or continued employment with the Company. In consideration of the mutual covenants, promises and obligations set forth herein,
the Parties agree as follows:
1. |
Employment Term, Position and Duties. |
|
A. |
Term.
The Agreement will be effective from the Effective Date and will continue in effect until it is terminated in accordance with Section
3 of this Agreement (the “Employment Term”). |
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B. |
Position
and Duties. The Executive shall serve as Chief Executive Officer (“CEO”) of the Company or in any such other capacity
of like status as the Company may require from time to time. During the Employment Term, the Executive shall report directly to the
Executive Chairman of the Company, unless otherwise instructed by the Executive Chairman, and Executive will be assigned tasks, responsibilities
and duties as the Executive Chairman sees fit. Such duties are expected to encompass the development of corporate strategy for the
Company’s near and long-term growth, finance activities, identifying opportunities for value creation and long-term partnerships,
and expansion and implementation of relationships with government officials and other stakeholders of critical importance to the
Company, all under the supervision of the Executive Chairman. In addition, the Executive must be prepared to undertake such other
work as may be assigned to him by the Company from time to time. |
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C. |
Policies.
The Executive agrees to abide by the Company’s rules, regulations, instructions, personnel practices and policies and any changes
therein that may be adopted from time to time by the Company in its sole discretion. For so long as the Executive is employed by
the Company, the Executive will devote all of the necessary business time, attention, and energies, as well as Employee’s best
talents and abilities to the business of the Company and Executive will use the Executive’s best efforts to promote and serve
the interests of the Company. Further, unless the Company consents in writing, the Executive shall not, directly or indirectly, render
services to any other person or organization that is in the Restricted Area and in the Company’s Industry or otherwise engage
in activities that would interfere significantly with the Executive’s faithful performance of the Executive’s duties
hereunder. Furthermore, for so long as the Executive is employed by the Company, the Executive shall not invest, directly or indirectly,
in any other public or privately held company in the Company’s Industry and has operations in the Restricted Area. Notwithstanding
the foregoing, the Executive may (i) serve as a director on corporate boards, provided the Executive receives prior permission from
the Board; and (ii) serve on corporate, civic, children sports organization or charitable boards or engage in charitable activities
without remuneration therefor, provided that such activity does not contravene the first sentence of this Section 1(b). |
|
D. |
Place
of Performance. Initially, the Executive may work remotely from his residence (currently at Manhattan Beach , California ), at
the Company’s established principal executive office, once established; or Executive may work from any other location approved
by the Company as appropriate to conduct the Company’s business. |
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E. |
Appointment
to Board of Directors. Subject to Board approval, within ninety (90) days of the Effective Date the Company will appoint the
Executive to the Company’s Board of Directors. |
2. |
Compensation and Benefits. |
|
A. |
Base
Pay. The Company will pay to the Executive, as full compensation for the services rendered by the Executive during Executive’s
employment under this Agreement, the “Base Compensation” as follows: Thirty-Three Thousand, Three Hundred, Thirty-Three
and 33/100th Dollars ($33,333.33) once per month, in accordance with the Company’s customary payroll schedule. Executive shall
serve in the capacity of contractor, unless the Company is required to or obtains an opinion of counsel that Executive is subject
to withholdings the Company shall treat Executive as a contractor and Executive’s compensation shall not be to applicable withholdings.
For any month in which Executive is not employed during a full calendar month, Executive’s compensation will be pro-rated based
on the number of non-weekend day (including any paid holidays) Executive was employed for that month compared to the total of non-weekend
days (including any paid holidays) in that month. |
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B. |
Equity
Compensation. Subject to the achievement of each of the specific milestones listed on Exhibit A, and subject to and on
the condition the approval of the Board, Executive, shall be eligible to receive awards of the Company common stock, $.0001 par value,
per share (the “Common Stock’) as soon as is reasonably practical following the achievement of the applicable milestone.
The allotment of shares of Common Stock from this bonus or any other such awards shall be subject to the terms of the Bright Green
Corporation 2022 Omnibus Equity Plan, as amended from time to time or any successor plan thereto (the “Equity Plan), and any
share participation plan the Company may put in place. |
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C. |
Executive
Compensation Programs. The Executive shall have the right to participate in all other executive compensation programs as adopted
by the Company in its discretion, as amended from time-to-time, and in such amounts as agreed upon by the Executive and the Company,
subject to the terms and conditions of all applicable program rules and/or plan documents. |
|
D. |
Fringe
Benefits. The Executive will be entitled to participate in any group insurance, medical, pension, retirement, expense reimbursement,
or other plans, programs, or benefits the Company offers to executives, according to the terms of those plans or programs. The Company
is not obligated to adopt or maintain any particular plan, program, or benefit and may amend, modify or terminate any plan, program
or benefit at any time in its sole discretion with or without advance notice to the Executive. |
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E. |
Paid
Time Off. The Executive shall be entitled to paid time off (PTO) in a form and manner that does not diminish the Executive’s
ability to fulfill his duties and responsibilities, and in accordance with the Company’s PTO policies and procedures. |
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F. |
Reimbursement
for Expenses. The Company will reimburse the Executive for all reasonable expenses, including reasonable travel expenses, lodging
and meals while traveling, cell phone usage, business meals, etc., incurred, or paid by the Executive in connection with, or related
to, the performance of his duties, responsibilities, or services under this Agreement, in accordance with applicable Company policies
and procedures and upon presentation by the Executive of documentation, expense statements, receipts, vouchers and/or such other
supporting information as the Company may request. The Company will provide Executive with a cell phone for business use. |
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G. |
Indemnification.
The Company shall indemnify the Executive, to the maximum extent permitted by applicable law, and in the same or better manner and
to the same or better extent with respect to each aspect of the indemnification as provided to any other executive or Director of
the Company, against all costs, charges and expenses incurred or sustained by the Executive in connection with any action, suit or
proceeding to which the Executive may be made a party, brought by any shareholder of the Company directly or derivatively or by any
third party by reason of any act or omission of the Executive as an office of the Company or of any subsidiary or affiliate of the
Company. The Company shall ensure that the Executive is covered under the Company’s directors’ and officers’ insurance.
The rights of the Executive under the Indemnification Provisions shall survive the termination of the employment of the Executive
by the Company. To the extent that the Company maintains a directors’ and officers’ liability insurance policy (or policies), or
an errors and omissions liability insurance policy or (policies), in place covering individuals who are current or former officers
or directors of the Company, the Executive shall be entitled to coverage under such policies on the same terms and conditions (including,
without limitation, with respect to scope, exclusions, amounts and deductibles) as are available to other senior executives of the
Company, while the Executive is employed with the Company and thereafter until the sixth anniversary of the Executive’s termination
date. Nothing in this Agreement shall require the Company to purchase or maintain any such insurance policy. |
3. |
Termination of Employment. |
|
A. |
No
Set Length of Employment. This Agreement does not guarantee any specific length of employment, except as specifically provided
in this Section. |
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B. |
Voluntary
Termination by Executive. The Executive may terminate his employment, for any or no reason, upon ninety (90) days’ written
notice to the Company. |
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C. |
Death.
The Employment term and the Executive’s employment will be terminated automatically upon the date of the Executive’s
death. |
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D. |
Disability.
The Company may terminate the Employment Term and the Executive’s employment, without notice, if the Executive is unable to
perform the essential functions of the Executive’s then-existing position or positions under this Agreement, with or without
reasonable accommodation, for a period of 180 days (which need not be consecutive) in any twelve (12) month period. Any question
as to the existence of the Executive’s disability as to which the Executive and the Company cannot agree shall be determined in writing
by a qualified independent physician mutually selected by Executive and the Company. The determination of disability made in writing
to the Company and the Executive shall be final and conclusive for all purposes of this Agreement. Nothing in this Section will be
construed to waive the Executive’s rights, if any, under existing law including, without limitation, the Family and Medical
Leave Act of 1993, 29 U.S.C. § 2601 et seq. and the Americans with Disabilities Act, 42 U.S.C. §12101 et seq. |
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E. |
Termination
for Cause. The Employment Term and the Executive’s employment may be terminated by the Company immediately and without
notice for Cause. “Cause” shall mean: (1) the Executive’s conviction of or entry of a plea of guilty or nolo contendere
to, any felony (other than relating to cannabis) or crime that constitutes a misdemeanor involving moral turpitude; (2) the Executive’s
refusal to perform his reasonably assigned duties for the Company (other than as a result of the Executive’s incapacity due
to physical or mental illness); (3) the Executive engaging in any act of material dishonesty or fraud; (4) the Executive engaging
in willful misconduct or gross negligence in the performance of his duties; (5) the Executive’s material breach of this Agreement
(other than violation of policies); or (6) the Executive willfully and materially violating material written policy applicable to
the Executive and the Company incurring material liability directly as a result of such willful and material violation; provided,
however, that (i) Cause shall not exist under (2), (5) or (6) above unless the Company has delivered written notice to the Executive,
signed by a duly authorized officer of the Company, specifying the event(s) above providing Cause and (ii) the Executive has failed
to reasonably cure such event(s) within thirty (30) days of receiving such written notice. |
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F. |
Termination
Without Cause. The Employment Term and the Executive’s employment hereunder may be terminated by the Company without Cause upon
ninety (90) days’ written notice to the Executive. |
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G.
|
Compensation
Upon Termination. |
|
(i) |
If
the Executive is terminated by the Company without Cause after the six month anniversary of the Executives employment, Executive
shall receive three months of the Executive’s Base Compensation in addition to any other payment required by law, such as unpaid
amounts due. |
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(ii) |
If
the Executive is terminated by the Company without Cause after the twelve-month anniversary of the Executives Effective Date, Executive
shall receive six months of the Executive’s Base Compensation in addition to any other payment required by law, such as unpaid
amounts due. |
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(iii) |
If
the Executive resigns his position after the twelve-month anniversary of the of the Effective Date, due to or as a result of a substantial
alteration of a fundamental term or condition of the Executive’s employment, the Company will, in good faith, negotiate a traditional
exit strategy together with a related severance package. |
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F.
|
No
Additional Benefits. Unless otherwise specifically provided in this Agreement or contemplated by another agreement between the
Executive and the Company, or as otherwise required by law, all compensation, equity plans, and benefits payable to the Executive
under this Agreement, except indemnification pursuant to this Agreement, shall terminate on the date of termination of the Executive’s
employment with the Company under the terms of this Agreement. |
Resignation
from Company Positions. The termination of the Executive’s employment for any reason shall constitute the Executive’s
immediate resignation from (i) any officer, Board or employee position the Executive has with the Company, unless mutually agreed upon
by the Executive and the Board, and (ii) all fiduciary positions (including as a trustee) the Executive holds with respect to any employee
benefit plans or trusts established by the Company; provided, however, that for purposes of clarity such termination shall not result
in the automatic resignation of any position the Executive may have on the Board. The Executive agrees that this Agreement shall serve
as written notice of resignation with respect to the foregoing (i) and (ii).
4. |
Confidential Information. |
|
A.
|
“Confidential
Information” shall mean and include, without limitation, all non-public Company information, whether written or oral, tangible
or intangible, of a private, secret, proprietary or confidential nature, of or concerning the Company and its business and operations,
including without limitation, any trade secrets or know-how, Programs and other computer software programs in both source code and
object code form (including, without limitation, Programs) and any rights relating thereto, information relating to any product (whether
actual or proposed), development (including any improvement, advancement or modification thereto), technology, technique, process
or methodology, any sales, promotional or marketing plans, programs, techniques, practices or strategies, any expansion plans (including
existing and entry into new geographic and/or product markets), any operational and management guidelines, any corporate and commercial
policies, any cost, pricing or other financial data or projections, the identity and background of any customer, prospect or supplier,
and any other information which is to be treated as confidential because of any duty of confidentiality owed by the Company to a
third party or any other information that the Company may, in the ordinary course of business, possess or use and not release externally
without restriction on use or disclosure. |
|
B. |
Use
and Disclosure. The Executive agrees that at all times during and after his/her employment with the Company, the Executive shall:
(i) hold the Confidential Information in confidence and refrain from disclosing or transmitting any Confidential Information to any
other party; (ii) use the Confidential Information solely in connection with his/her employment with the Company and for no other
purpose; and (iii) take all reasonable precautions necessary to ensure that the Confidential Information shall not be, or be permitted
to be, shown, copied or disclosed to third parties, without the prior written consent of the Company. |
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C. |
Return
of Confidential Information. Upon the Executive’s separation of employment with the Company for any reason, the Executive
shall, within ten (10) business days after the separation, inventory and deliver to the Company all Confidential Information in his
possession, custody, or control, without retaining any copies, extracts or other reproductions, whether in hard copy or electronic
form, in whole or in part thereof. |
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D. |
Ordered
Disclosure. If the Executive is ordered to disclose any Confidential Information, whether in a legal or regulatory proceeding
or otherwise, the Executive shall disclose only that portion of the Confidential Information that the Executive is ordered and legally
obligated to disclose. The Employee shall promptly provide written notice of any such order to an authorized officer of the Company. |
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E. |
Permitted
Legal Disclosures. Pursuant to the Defend Trade Secrets Act of 2016, the Executive shall not be held criminally, or civilly,
liable under any Federal or State trade secret law for the disclosure of a trade secret that is made in confidence either directly
or indirectly to a Federal, state or local government official, or an attorney, for the sole purpose of reporting, or investigating,
a violation of law. The Executive may disclose trade secrets in a complaint, or other document, filed in a lawsuit, or other proceeding,
if such filing is made under seal. If the Executive files a lawsuit alleging retaliation by Company for reporting a suspected violation
of law, he may disclose the trade secret to his attorney and use the trade secret in the court proceeding, if he files any document
containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. |
5.
|
Restrictive
Covenants. The Executive acknowledges that in connection with the employment, the Executive will have access to specific trade
secrets, Confidential Information (as defined herein), including but not limited to confidential business lists, other confidential
records, cannabis standard operating procedures, customer goodwill, and specialized training belonging to the Company, any or all
of which have great competitive value to the Company, the misuse of which would cause the Company irreparable harm, and which justify
the reasonable restraints on the Executive’s post-employment activities as set forth in this Agreement.
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(i) |
The
Executive agrees that, for a period of twelve (12) months following the termination of the Executive’s employment with or without
Cause or for any reason, the Executive shall not directly or indirectly hire, offer to hire, employ, or cause any business directly
or indirectly controlled by him/her or that employs him/her, to hire, offer to hire, or employ any person who was employed by the
Company at any time during the last twelve (12) months of the Executive’s employment, or in any manner solicit, attempt to
solicit, or induce any such person to leave his/her employment with the Company. |
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(ii) |
The
Executive agrees that, for a period of twelve (12) months following the termination of the Executive’s employment with the
Company with or without Cause or for any reason, the Executive shall not solicit (a) any business or individual with whom (or which)
the Executive had material contact, or whose Company account the Executive handled or managed, at any time during the last twelve
(12) months of his/her employment, where such solicitation is related to growing of cannabis; (b) any business or individual about
whom (or which) the Executive obtained or reviewed Confidential Information at any time during the last twelve (12) months of his
employment, where such solicitation is related to the growing of cannabis; and (c) any person or entity who (or which) is a customer
or vendor of the Company to withdraw, curtail or cancel any such customer’s or vendor’s business with the Company. This
provision shall not apply to any preexisting relationships or to general vendors whose provision of services would not materially
affect the Company. |
|
(i) |
The
Executive agrees that the Executive will not, for a period of twelve (12) months following the end of the Executive’s employment
with the Company with or without Cause or for any reason, Perform Services (as defined below) for, or on behalf of, any Competitor
(as defined below) in any Restricted Area. |
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(ii) |
The
Executive further agrees that absent written permission from the Company, which permission may be unreasonably withheld, the Executive
will not, for a period of twelve (12) months following the end of the Executive’s employment with the Company, whether such
separation is initiated by the Executive or the Company, engage in the growing of cannabis in the Restricted Area or in connection
with any related business located within any Restricted Area. |
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(iii) |
The
Parties acknowledge and agree that this Section 5(B) is intended to encompass any activity or conduct undertaken within or directed
toward the Restricted Area from outside the Restricted Area, regardless of the actual physical business address or location of Executive
at the time the activity or conduct is undertaken.
|
|
C. |
Remedies.
In the event of a breach or threatened breach by the Executive the Restrictive Covenants in this Section 5, Executive hereby consents
and agrees that money damages would not afford an adequate remedy and that the Company shall be entitled to seek a temporary or permanent
injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the
necessity of showing any actual damages, and without the necessity of posting any bond or other security. Any equitable relief shall
be in addition to, not in lieu of, legal remedies, monetary damages, or other available relief. Further, if the Executive fails to
comply with any of the terms of this Agreement or post-employment obligations contained in it, the Company may, in addition to any
other available remedies, reclaim any severance amounts paid to the Employee under the provisions of this Agreement and terminate
any benefits or payments that are later due under this Agreement. |
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D. |
Tolling.
If the Executive violates any of the post-termination obligations in this Section, the obligation at issue will run from the first
date on which the Executive ceases to be in violation of such obligation |
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E. |
Judicial
Modification. In the event a court concludes that twenty-four (24) months is an unreasonable period of time for any particular
restrictive covenants in this Section 5, such restriction will end at the earlier of twelve (12) months after the Executive’s
employment with the Company ends, and the Court’s decision. |
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F. |
Future
Employment. The Executive will notify any potential employer of the restrictive covenants set forth in this Agreement before
the Executive accepts any offer of employment with any individual or any business engaged in growing cannabis or any other cannabis
related business in the Restricted Area which the Company is engaged at any time during the last nine (9) months of the Executive’s
employment. |
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G. |
Definitions. |
|
(i) |
“Company’s
Industry” means the agricultural endeavor of farming cannabis. |
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(ii) |
“Competitor”
means similarly situated companies in the Company’s Industry. |
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(iii) |
“Perform
Services” means any of the following activities within the Restricted Area, whether done directly or through others, whether
done in person or through telephonic, electronic, or some other means of communication, and whether done as a principal, director,
officer, agent, the Executive, contractor, or consultant: (a) performing any kind of services or duties related to growing cannabis
(b) selling, marketing, managing, or brokering products related to growing cannabis; (c) formulating, reviewing, or implementing
long or short-term marketing, sales, or operational strategies related to growing cannabis; (d) conducting, participating in, or
otherwise assisting any review of the prices or rates charged by a business engaged in the growing of cannabis.
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(iv)
|
“Restricted
Area” means Florida, New Mexico, and any area in which the Executive Performed Services on behalf of the Company or in which
the Company has conducted business during the last twelve (12) months of employment with the Company. |
6. |
Ownership
of Work Product/Inventions. |
|
A. |
Ownership
or Rights. The Executive agrees and acknowledges that all (i) Work Product that is conceived, created, designed, developed or
contributed by the Executive in his/her capacity as an executive or contractor of the Company is deemed to be within the scope of
his/her employment, and (ii) “works made for hire” under the U.S. Copyright Act (or other applicable statute), and all
worldwide rights, title and interest in and to any and all Work Product, shall be and remain the exclusive property of the Company,
free from any legal or equitable claim of right, title or interest which the Executive might have in or with respect thereto. |
|
|
|
|
B. |
Assignment
of Rights. The Executive acknowledges that all Work Product that is not covered by Section 6(A) above shall be deemed to have
been specifically ordered or commissioned by the Company, and in consideration of the compensation and other benefits provided to
the Executive, the Executive hereby assigns, transfers and conveys to the Company any and all worldwide right, title and interest
that he or she may have in or to the Work Product, including without limitation, any right, title and interest in or to the Work
Product arising under trade secret, copyright, mask work, patent laws or any other laws. During and after the term of the Executive’s
employment with the Company, the Executive shall from time to time and when requested by the Company and at the Company’s expense,
but without further consideration to the Executive, execute all paper and documents and perform all other acts necessary or appropriate,
in the sole discretion of the Company, to evidence or further document the Company’s ownership of the Work Product and the
above-mentioned proprietary rights therein. |
|
|
|
|
C. |
Definitions. |
|
(i) |
“Work
Product” shall mean and include, without limitation, any and all Company Programs, products, designs, works, discoveries, inventions
and improvements, and other results of Executive’s employment with the Company that may be conceived, developed, produced,
prepared, created or contributed to (whether at the Company’s premises or elsewhere) by the Executive, acting alone or with
others, during the period of his employment with the Company (or at any time after the termination of the Executive’s employment
if derived from, based upon or relating to any Confidential Information). |
|
|
|
|
(ii) |
“Programs”
shall mean and include, without limitation, ideas, routines, object and source codes, specifications, flowcharts and other material and
documentation, together with all information, data and know-how, alterations, corrections, improvements, and upgrades thereto. |
7. |
Other
Agreements. The Executive hereby represents that the Executive’s performance of all the terms of this Agreement and the
performance of the Executive’s duties as an executive of the Company does not, and will not, breach any agreement to keep in
confidence confidential information, knowledge or data acquired by the Executive in confidence or in trust prior to his employment
with the Company or any agreement to refrain from competing, directly or indirectly, with the business of such previous employer
or any other party or to refrain from soliciting the executives, customers or suppliers of such previous employer or other party.
The Executive also represents that he will not disclose to the Company, or induce the Company to use, any confidential information,
knowledge or material belonging to any previous employer or others. |
|
|
8. |
Assignment.
Neither party may assign, transfer, or convey this Agreement without the other party’s prior written consent. Notwithstanding
the forgoing, this Agreement will be binding upon and inure to the benefit of the heirs, executors, and legal representatives of
the Executive upon the Executive’s death. |
|
|
9. |
Compliance
with Section 409A of the Internal Revenue Code. All payments under this Agreement are intended to be exempt from or comply with
the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable regulations
thereunder. References in this Agreement to “termination of employment” or any words to similar effect shall mean a “separation
from service” as defined in Treasury Regulation Section 1.409A-1(h). The Parties intend that if any payments hereunder are
paid in two or more installments, each installment of such payments shall constitute a separate “payment” for purposes
of Section 409A of the Code. Notwithstanding anything to the contrary in this Agreement, if the Company determines (i) that on the
date the Executive’s employment with the Company terminates, the Executive is a “specified executive” (as such
term is defined under Treasury Regulation Section 1.409A-1(i)) of the Company and (ii) that any payment or payments to be provided
to the Executive pursuant to this Agreement constitute deferred compensation (as defined within applicable regulations under Section
409A of the Code after taking into account all applicable exemptions) payable on account of a “separation from service”
(as defined in Treasury Regulation Section 1.401(a)-1(h)), then such payments shall be delayed until after the date that is six months
after the date of the Executive’s “separation from service” (as such term is defined under Treasury Regulation
1.409A-1(h)) with the Company, or, if earlier, the date of the Executive’s death. Any payments delayed pursuant to this Section
9 shall be made in lump sum on the first day of the seventh month following Executive’s separation from service, or, if earlier,
the date of the Executive’s death. In addition, to the extent that any reimbursement, fringe benefit or other, similar plan
or arrangement in which the Executive participates during the term of the Executive’s employment under this Agreement or thereafter
provides for a “deferral of compensation” within the meaning of Section 409A of the Code, (a) the amount eligible for
reimbursement or payment under such plan or arrangement in one calendar year may not affect the amount eligible for reimbursement
or payment in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable
limit on the amount that may be reimbursed or paid), and |
(b)
subject to any shorter time periods provided herein or the applicable plans or arrangements, any reimbursement or payment of an expense
under such plan or arrangement must be made on or before the last day of the calendar year following the calendar year in which the expense
was incurred.
The
foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits
to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted
to so comply. The Company and the Executive agree to work together in good faith to consider amendments to this Agreement and to take
such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition
before actual payment to the Executive under Section 409A. The Executive agrees and acknowledges that the Company makes no representations
or warranties with respect to the application of Section 409A and other tax consequences to any payments hereunder and, by the acceptance
of any such payments, the Executive agrees to accept the potential application of Section 409A and the other tax consequences of any
payments made hereunder.
10. |
Governing
Law; Venue and Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of New Mexico, without
regard to principles of conflict of laws. The Parties agree that any action, suit or proceeding arising out of or relative to this
Agreement or the relationship of the Executive and Company shall be instituted only in the state or federal courts located in New
Mexico. Any and all service of process and any other notice in any such action, suit or proceeding shall be effective against any
party if given by mail (registered or certified where possible, return receipt requested), postage prepaid, mailed to such party
at the address set forth herein. |
|
|
11. |
Waiver;
Survival. The obligations of the Executive under this Agreement shall survive termination of the Executive’s employment
by the Company. Any failure on the part of the Company to insist upon the performance of this Agreement or any part hereof shall
not constitute a waiver of any right under this Agreement. No waiver of any provision of this Agreement shall be effective unless
in writing and executed by the party waiving the right. |
|
|
12. |
Severability.
If any provision of this Agreement, or any part thereof, is held by a court to be unenforceable, the Parties agree that the court
making such determination shall have the power to sever or otherwise delete specific words or phrases to the extent necessary to
permit the remaining covenants to be enforced, and in its reduced form, such provision shall then be enforceable and shall be enforced. |
|
|
13. |
Entire
Agreement. Unless specifically provided herein, this Agreement contains the entire agreement between the parties with respect
to the subject matter hereof and supersede all prior discussions and agreements, written or oral, with respect thereto. |
|
|
14. |
Modification.
This Agreement may not be amended or modified except by a writing validly executed by both Parties. |
15. |
Notices.
All notices, requests, communications, consents and demands shall be made in writing and shall be (a) sent by registered or certified
mail, first class, postage prepaid, return receipt requested, or (b) delivered by hand, electronic transmission, facsimile transmission,
or messenger to the party being notified at the party’s address specified below that party’s signature block or such
other address as the addressee may subsequently notify the other Parties of in writing. |
|
|
16. |
Attorneys’
fees. In the event the Executive or the Company is required to engage in legal action, whether before a court of competent jurisdiction
or in arbitration, either as plaintiff or defendant, to enforce this Agreement, including any of the restrictive covenant obligations
referenced in Section 4, Section 5 or Section 6, then the prevailing Party shall be entitled to recover from the other Party all
legal fees, costs, and expenses incurred in asserting or defending that Party’s rights under this Agreement. |
|
|
17. |
Interpretation.
Captions and headings of the sections and paragraphs of this Agreement are intended solely for convenience and no provision of
this Agreement is to be construed by reference to the caption or heading of any section or paragraph. Moreover, this Agreement shall
not be construed against either Party as the author or drafter of the Agreement. |
|
|
18. |
Withholding.
The Company shall have the right to withhold from any amount payable hereunder any Federal, state, and local taxes for the Company
to satisfy any withholding tax obligation it may have under any applicable law or regulation. |
|
|
19. |
Clawback
Provisions. Any amounts payable under this Agreement are subject to any policy (whether in existence as of the Effective Date
or later adopted) established by the Company providing for clawback or recovery of amounts that were paid to the Executive. The Company
will make any determination for clawback or recovery in its sole discretion and in accordance with any applicable law or regulation. |
20.
|
Acknowledgement
of Full Understanding. |
THE
EXECUTIVE ACKNOWLEDGES AND AGREES THAT THE EXECUTIVE HAS FULLY READ, UNDERSTANDS AND VOLUNTARILY ENTERS INTO THIS AGREEMENT. THE EXECUTIVE
ACKNOWLEDGES AND AGREES THAT THE EXECUTIVE HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY OF THE EXECUTIVE’S CHOOSING
BEFORE SIGNING THIS AGREEMENT.
On
behalf of: Bright Green Corporation |
|
On
behalf of: Executive |
|
|
|
|
|
Signature: |
/s/
Terry Rafih |
|
Signature: |
/s/
Gurvinder Singh |
|
|
|
|
|
Name: |
Terry
Rafih, Executive Chairman |
|
Name: |
Gurvinder
Singh |
|
|
|
|
|
Date: |
9/21/2023 |
|
Date: |
Date:
9/21/2023 |
|
|
|
|
|
|
|
|
Address: |
|
|
|
|
1130,
21st Street |
|
|
|
Manhattan
Beach, CA 90266 |
EXHIBIT
A
Executive
is granted an aggregate of 1,250,000 award units, representing an aggregate of 625,000 Restricted Stock Units (“RSUs”) and
625,000 options to purchase shares of common stock (“Options” and together with RSUs, the “Incentive Awards”),
subject to the Incentive Awards Vesting Schedule set forth below. The Incentive Awards are granted under the Equity Plan. The Incentive
Awards may be subject to accelerated vesting if the Milestones (as defined below) are met, also subject to the Incentive Awards Vesting
Schedule. Any determination that any individual milestone has been met shall be made in good faith by the Board.
Subject
to approval by the Board, Executive shall also be granted an aggregate of 1,250,000 award units, representing an aggregate of 625,000
Restricted Stock Units (“Milestone RSUs”) and 625,000 options to purchase shares of common stock (“Milestone Options”
and together with Milestone RSUs, the “Milestone Awards”), subject to the Milestone Awards Vesting Schedule set forth below.
The Milestone Awards shall be granted under the Equity Plan. Any determination that any individual milestone has been met shall be made
in good faith by the Board.
Upon
termination of Executive’s employment with the Company, with our without Cause or for any reason, (i) the Executive’s rights
and interests with respect to any unvested awards shall immediately expire, and (ii) the Executive’s rights and interests with
respect to any vested options shall expire three (3) months from the date of termination of the Executive’s employment, except
that in the case of termination of the Executive’s employment due to death or disability, such vested options shall expire one
(1) year from the date of termination of the Executive’s employment.
Incentive
Awards Vesting Schedule |
Award |
|
Grant
and Related Terms |
|
Accelerated
Vesting |
Incentive
Award I |
|
125,000
Options and 125,000 RSUs, which shall vest (and any Options exercisable) 1/30 on a monthly basis beginning April 1, 2024. |
|
Incentive
Award I shall vest in full and any Options thereunder shall be immediately exercisable if Milestone 1 (as described below) is met. |
Incentive
Award II |
|
125,000
Options and 125,000 RSUs, which shall vest (and any Options exercisable) 1/30 on a monthly basis beginning April 1, 2024. |
|
Incentive
Award II shall vest in full and any Options thereunder shall be immediately exercisable if Milestone 2 (as described below) is met. |
Incentive
Awards III |
|
125,000
Options and 125,000 RSUs, which shall vest (and any Options exercisable) 1/30 on a monthly basis beginning April 1, 2024. |
|
Incentive
Award III shall vest in full and any Options thereunder shall be immediately exercisable if Milestone 3 (as described below) is met. |
Incentive
Award IV |
|
125,000
Options and 125,000 RSUs, which shall vest (and any Options exercisable) 1/30 on a monthly basis beginning April 1, 2024. |
|
Incentive
Award IV shall vest in full and any Options thereunder shall be immediately exercisable if Milestone 4 (as described below) is met. |
Incentive
Award V |
|
125,000
Options and 125,000 RSUs, which shall vest (and any Options exercisable) 1/30 on a monthly basis beginning April 1, 2024. |
|
Incentive
Award V shall vest in full and any Options thereunder shall be immediately exercisable if Milestone 5 (as described below) is met. |
Milestone
Awards Vesting Schedule |
|
|
|
|
Milestone
Awards |
Milestone
Name |
|
Milestone
Description |
|
Milestone
Options |
|
Milestone
RSUs |
Milestone
1 |
|
Successful
completion of the first (1st) harvest for commercial use. |
|
125,000
Milestone Options which vest in full and are exercisable on the date of grant, which shall be the date this milestone is reached.
Any options granted, will vest immediately when granted and will have an Exercise Price of the Fair Market Value (as defined in the
Equity Plan) of a Share on the date of grant. |
|
125,000
Milestone RSUs which shall be granted on the date this milestone is met, and vest on a quarterly basis over a three (3) year period,
which shall commence on the first day of the calendar month following the achievement of this milestone. |
|
|
|
|
|
|
|
Milestone
2 |
|
The
first fiscal year in which the Company reports $10 million of revenue. Milestone to be achieved upon issuance of year-end audited
financial statements, evidencing such achievement. |
|
125,000
Milestone Options which vest in full and are exercisable on the date of grant, which shall be the date this milestone is reached.
Any options granted, will vest immediately when granted and will have an Exercise Price of the Fair Market Value (as defined in the
Equity Plan) of a Share on the date of grant. |
|
125,000
Milestone RSUs which shall be granted on the date this milestone is met, and vest on a quarterly basis over a three (3) year period,
which shall commence on the first day of the calendar month following the achievement of this milestone. |
|
|
|
|
|
|
|
Milestone
3 |
|
The
first fiscal year in which the Company reports $25 million of revenue. Milestone to be achieved upon issuance of year-end audited
financial statements, evidencing such achievement. |
|
125,000
Milestone Options which vest in full and are exercisable on the date of grant, which shall be the date this milestone is reached.
Any options granted, will vest immediately when granted and will have an Exercise Price of the Fair Market Value (as defined in the
Equity Plan) of a Share on the date of grant. |
|
125,000
Milestone RSUs which shall be granted on the date this milestone is met, and vest on a quarterly basis over a three (3) year period,
which shall commence on the first day of the calendar month following the achievement of this milestone. |
|
|
|
|
|
|
|
Milestone
4 |
|
Successful
completion of the first (1st) harvest for commercial use, from the Company’s second (2nd) facility, as such facility is described
in the Company’s filings and reports made with the Securities and Exchange Commission (the “2nd Facility Harvest”). |
|
125,000
Milestone Options which vest in full and are exercisable on the date of grant, which shall be the date this milestone is reached.
Any options granted, will vest immediately when granted and will have an Exercise Price of the Fair Market Value (as defined in the
Equity Plan) of a Share on the date of grant. |
|
125,000
Milestone RSUs which shall be granted on the date this milestone is met, and vest on a quarterly basis over a three (3) year period,
which shall commence on the first day of the calendar month following the achievement of this milestone. |
|
|
|
|
|
|
|
Milestone
5 |
|
The
first fiscal year in which the Company reports $100 million of revenue. Milestone to be achieved upon issuance of year-end audited
financial statements, evidencing such achievement. |
|
125,000
Milestone Options which vest in full and are exercisable on the date of grant, which shall be the date this milestone is reached.
Any options granted, will vest immediately when granted and will have an Exercise Price of the Fair Market Value (as defined in the
Equity Plan) of a Share on the date of grant. |
|
125,000
Milestone RSUs which shall be granted on the date this milestone is met, and vest on a quarterly basis over a three (3) year period,
which shall commence on the first day of the calendar month following the achievement of this milestone. |
Exhibit
99.1
U.S.
Legal Cannabis Pioneer Bright Green Corporation Appoints Industry Veteran Groovy Singh as New Chief Executive Officer
Singh’s
appointment comes in support of the Company’s next evolution, which will be focused on investing in top talent, commencement of
commercial operations, and investing in clinical research and development of plant based therapies, and expanding into cultivation and
manufacturing of other scheduled substances.
GRANTS,
N.M., October 03, 2023 - Bright Green Corporation (NASDAQ: BGXX) (“Bright Green” or “the Company”), announced
today their appointment of Groovy Singh, a renowned leader and strategist in the cannabis and wellness industries, as Chief Executive
Officer. Singh will replace current CEO Seamus McAuley, who is stepping back from the position to address recently developed health-related
concerns. McAuley will assume an advisory role to Mr. Singh during the transition to continue facilitating the company’s success
while remaining focused on his recovery.
Mr.
Singh comes to the role with extensive experience in both U.S. and international markets across consumer products, retail, fashion, entertainment,
and wellness. Over a 23-year career as co-founder and executive, he has driven the successful growth and expansion of both private brands
and public corporations. He brings a penchant for international partnerships as demonstrated at TWC Brands Inc. where he forged alliances
with global active apparel brands Billabong, Reebok, and Disney; and developed significant relations with foreign investors through the
management of a real estate fund which will be pivotal to Bright Green’s EB-5 program. Most recently, Mr. Singh co-founded and
was the Chief Marketing Officer of Glass House Brands where he was responsible for the formation and growth of the company’s commercial
cannabis operations including six million square feet of cultivation and consumer retail business.
“The
Bright Green Board and I are very grateful to Seamus for the work carried out thus far, and we are fully understanding of the health
challenges he currently faces. We offer him nothing but our support moving forward,” Terry Rafih, Executive Chairman of the Board
of Directors for Bright Green said Monday. “We are delighted to appoint Groovy Singh to the role of CEO given the depth of his
experience and shared enthusiasm on the opportunities that lie ahead for the company. I am confident that, with his expertise and experience,
he will successfully lead the execution of the next phase of Bright Green’s strategy.”
Mr.
Singh addressed his appointment on Monday with enthusiasm, stating, “I think Bright Green is positioned with an opportunity to
not only be the premier cultivator, manufacturer, and supplier of a new, groundbreaking class of Active Pharmaceuticals Ingredients,
but also to form a trusted network of domestic and international partners that can facilitate the expansion of this impactful approach
to medicine and therapies. This is the vision that is shared across the Founders and Board Members of Bright Green -- to have everything
under one roof and “Made in the USA” from start to finish.” Singh continued, “I am eager to leverage the monumental
achievements that Bright Green’s leadership has already solidified, including the EB-5 program and our existing international exposure—an
element I am particularly looking forward to building on.”
Singh’s
appointment comes closely behind Bright Green’s February announcement of its plans to raise $500 million under the United
States Citizens and Immigration Services (“UCISC”) EB-5 Program, a result of the company’s historic DEA registration
as the first and largest publicly traded company in the U.S. to be federally authorized to grow, manufacture and sell cannabis and
cannabis-related products for research, pharmaceutical applications, and affiliated import and export—a milestone the company announced
in April this year. As the new CEO, Singh will look to use that momentum to significantly impact and progress business and commerce
operations in New Mexico, helping drive Bright Green’s position as a pioneer in the cannabis and pharmaceutical space. Further
details on the Bright Green EB-5 program can be found by visiting our dedicated EB-5 website www.brightgreen.us/eb5
In
conjunction with his appointment to CEO of Bright Green, Singh holds seats on the boards of several International companies in the Agtech,
Real Estate, and CPG sectors. He holds a B.A. from Stanford University and an OPM certification from Harvard Business School.
Media
Inquiries & Investor Relations Contact
ir@brightgreen.us
About
Bright Green
Bright
Green is one of the first companies selected and approved by the US government to legally grow, manufacture, and sell cannabis and cannabis-related
products for research, pharmaceutical applications and affiliated export under legal and state law. Our approval, based on pre-agreed
terms set by the U.S. Drug Enforcement Administration, gives Bright Green the opportunity to advance the vision of improving quality
of life through the opportunities presented by cannabis-derived therapies. To learn more, visit www.brightgreen.us.
Cautionary
Note Regarding Forward-Looking Statements
This
press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the
Private Securities Litigation Reform Act of 1995. These forward-looking statements are made as of the date they were first issued and
were based on current expectations, estimates, forecasts and projections as well as the beliefs and assumptions of management as of such
date. Words such as “expect,” “anticipate,” “should,” “believe,” “hope,”
“target,” “project,” “goals,” “estimate,” “potential,” “predict,”
“may,” “will,” “might,” “could,” “intend,” “shall” and variations
of these terms or the negative of these terms and similar expressions are intended to identify these forward-looking statements. Forward-looking
statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond the Company’s
control, including but not limited to, the inability of the Company to raise funds under the Company’s EB-5 program, and the impact
that new officers, directors and employees may have on the Company and the Company’s business and results of operations. The Company’s
actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including
but not limited to, risks detailed in the Company’s Annual Report on Form 10-K and Quarterly Report on Form 10-Q, as amended and
supplemented, as well as other documents that may be filed by the Company from time to time with the SEC. The forward-looking statements
included in this press release represent the Company’s views as of the date of this press release. The Company anticipates that
subsequent events and developments will cause its views to change. The Company undertakes no intention or obligation to update or revise
any forward-looking statements, whether as a result of new information, future events or otherwise. These forward-looking statements
should not be relied upon as representing the Company’s views as of any date subsequent to the date of this press release. Additional
information regarding these and other factors that could affect the Company’s results is included in the Company’s SEC filings,
which may be obtained by visiting the SEC’s website at www.sec.gov.
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