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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

 

March 16, 2026

Date of Report (Date of earliest event reported)

 

STREAMEX CORP.

(Exact name of registrant as specified in its charter)

 

Delaware   001-38659   26-4333375
(State   (Commission   (I.R.S. Employer
of incorporation)   File Number)   Identification Number)

 

2431 Aloma Avenue, Suite 243

Winter Park, Florida 32792

(Address of principal executive offices) (Zip code)

 

(203) 409-5444

(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 $0.001 per share   STEX   The 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Resignation of Chief Financial Officer

 

On March 20, 2026, Streamex Corp. (the “Company”) and Ferdinand Groenewald, who served as Chief Financial Officer, principal accounting officer and principal financial officer of the Company, entered into a Separation and General Release Agreement (“Separation Agreement”), in connection with Mr. Groenewald resignation from such roles, effective as of March 15, 2026 (the “Separation Date”). Mr. Groenewald’s resignation did not result from any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

 

Pursuant to the Separation Agreement, and subject to the conditions set forth therein, Mr. Groenewald will be entitled to (i) cash severance payments in an amount equal to 6 months of Mr. Groenewald’s base salary, or $112,500, payable in accordance with the Company’s regular payroll schedule commencing on the first payroll date following the Effective Date (as defined in the Separation Agreement), (ii) a pro-rata portion of Mr. Groenewald’s annual bonus for the 2025 calendar year, payable in a lump sum cash payment no later than ten business days following the Effective Date, or, if later, the date 2025 annual bonuses are paid to other senior executives of the Company; provided that, Mr. Groenewald will not be entitled to such amounts to the extent such annual bonuses are not paid to other senior executives of the Company, (ii) a pro-rata portion of Mr. Groenewald’s target annual bonus for the 2026 calendar year, payable in a lump sum cash payment at the same time as annual bonuses are paid to other senior executives of the Company, but in no event later than March 15, 2027; provided that, Mr. Groenewald will not be entitled to such amounts to the extent such annual bonuses are not paid to other senior executives of the Company and (iii) reimbursement for continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA), as amended, for a period of up to twelve (12) months, with payments to be made within 30 days of the submission of reasonable relevant documentation.

 

In connection with the Separation Agreement, the parties agreed to amend Mr. Groenewald’s outstanding restricted stock unit (“RSU”) award, originally consisting of 500,000 RSUs granted on January 8, 2026 under the Company’s 2023 Equity Incentive Plan (the “RSU Award”), to reduce the number of RSUs subject to such RSU Award to 301,500 RSUs, with all RSUs in excess of 301,500 being cancelled and of no further force or effect. Effective as of the Separation Date, 100% of the 301,500 RSUs subject to the amended RSU Award, together with 60,000 shares of restricted stock granted on November 18, 2025, that were originally scheduled to vest in full on November 18, 2026, became fully vested and subject to taxation and applicable withholdings on the Separation Date.

 

Further, Mr. Groenewald has incurred certain tax liabilities prior to the Separation Date arising from certain awards of restricted shares of common stock, par value $0.001 per share (“Common Stock”), of the Company, which the Company has agreed to satisfy subject to the terms of the Separation Agreement. Pursuant to the Separation Agreement, Mr. Groenewald also agreed that any shares of the Company’s Common Stock held by Mr. Groenewald will be subject to a lock-up period of six months following the Separation Date, subject to certain exceptions.

 

In addition, on March 16, 2026, the Company agreed to engage Groenewald Enterprises LLC (“Consultant”), an affiliate of Mr. Groenewald, as a consultant to the Company for a period of six months, commencing on March 16, 2026, pursuant to a consulting agreement (the “Consulting Agreement”), pursuant to which, Mr. Groenewald will perform certain services as an independent contractor to the Company, including financial reporting, SEC compliance, transition and general advisory consulting services (the “Services”) which such Services will primarily be performed through Mr. Groenewald. In consideration of the Services, the Company agreed to pay the Consultant a consulting fee of $20,000 per month. The Consulting Agreement may be terminated by either party upon 15 days’ written notice to the other party and the Company may terminate for Cause (as defined in the Consulting Agreement) immediately pursuant to the terms set forth therein. The Consulting Agreement also contains customary provisions regarding confidentiality, intellectual property assignment, non-solicitation of employees, mutual indemnification, and limitation of liability.

 

In exchange for the consideration provided to Mr. Groenewald in the Separation Agreement, Mr. Groenewald agreed to waive and release any claims in connection with Mr. Groenewald’s employment and separation from the Company. In connection with the execution of the Separation Agreement, Mr. Groenewald’s existing employment agreement was terminated; provided, however, that certain surviving customary confidentiality provisions and restrictive covenants remain in full force and effect. The Separation Agreement also provides for certain customary covenants regarding confidentiality.

 

The descriptions of the terms of the Separation Agreement and the Consulting Agreement contained in this Item 5.02 are qualified in its entirety by reference to the full text of the Separation Agreement and Consulting Agreement, a copy of which is attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated herein by reference.

 

 

 

Appointment of Chief Financial Officer

 

The Company appointed Christine Plummer to the position of Chief Financial Officer, principal accounting officer and principal financial officer, effective upon the resignation of Mr. Groenewald.

 

Ms. Plummer, age 54, brings more than 30 years of experience leading global controllership, regulatory reporting, and finance transformation across the financial services and fintech sectors. Most recently, Ms. Plummer served as Global Controller at Coinbase, Inc. (“Coinbase”) from May 2025 until March 2026, where she led a global controllership organization of more than 50 professionals responsible for financial close, regulatory reporting, and operational readiness for new products. Prior to joining Coinbase, Ms. Plummer served as Global Deputy Controller and Managing Director at MSCI Inc. from 2022 to 2025, where she led the Global Commercial Revenue Controllership team of more than 70 professionals across multiple international locations. She also served as Interim Global Controller supporting the Chief Financial Officer upon the departure of the Chief Accounting Officer, providing oversight for SEC Reporting, Accounting Policy, and SOX Control teams. Earlier in her career, Ms. Plummer spent more than two decades at Morgan Stanley, where she held a series of senior leadership roles, including Chief Financial Officer and Managing Director for Americas Legal Entities from 2019 to 2022, Global Head of Funding Controllers and Managing Director from 2012 to 2019, and Global Product Controller and Executive Director for the Equity Division from 2008 to 2012. In these roles, she led large global teams, implemented complex regulatory frameworks including SEC and CFTC Swap Dealer Rules, supported critical capital and liquidity management initiatives, and built large, multi-location finance organizations supporting the firm’s global operations. Ms. Plummer began her career as an auditor at Ernst & Young. Ms. Plummer holds a Bachelor of Science in Finance and Accounting from Cornell University and is a Certified Public Accountant and holds Series 27 and Series 99 licenses.

 

There is no arrangement or understanding between Ms. Plummer and any other person pursuant to which Ms. Plummer was appointed as an executive officer of the Company. There are no family relationships between Ms. Plummer and any director or executive officer of the Company that would be required to be disclosed pursuant to Item 401(d) of Regulation S-K, and there are no transactions involving Ms. Plummer that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

In connection with Ms. Plummer’s appointment, the Company entered into an Employment Agreement with Ms. Plummer, dated as of March 16, 2026 (the “Employment Agreement”).

 

Under the Employment Agreement, Ms. Plummer will receive an annual base salary of $350,000, payable in equal semi-monthly installments in arrears. Ms. Plummer will also be eligible to receive an annual discretionary bonus based on Ms. Plummer’s achievement on the performance of the balance sheet portfolio and individual performance goals established by the Company and Ms. Plummer at the start of the relevant year. In addition, subject to approval by the Compensation Committee of the Company, Ms. Plummer will be entitled to receive a grant of 500,000 restricted stock units (the “2026 RSU Award”), which will vest quarterly over 48 months, subject to approval by the Compensation Committee.

 

In the event of a termination of Ms. Plummer without Cause (as defined in the Employment Agreement) or a resignation for Good Reason (as defined in the Employment Agreement), Ms. Plummer will be entitled to the following severance benefits: (i) six months of Ms. Plummer’s then in-effect base salary; (ii) six months of continued health, dental and vision coverage; (iii) a prorated annual bonus for the year of termination based on actual performance; and (iv) full accelerated vesting of all unvested and outstanding RSUs.

 

Upon a Change in Control (as defined in the Employment Agreement), the RSUs subject to the 2026 RSU Award will become fully vested. In addition, if a Change in Control occurs prior to payment of an annual bonus for any fiscal year, such annual bonus will become payable upon the occurrence of the Change in Control.

 

The Employment Agreement also contains customary restrictive covenants, including that during Ms. Plummer’s employment and for a period of 12 months following termination, Ms. Plummer is subject to (i) non-competition restrictions prohibiting her from engaging in activities in connection with profit-seeking or business reasons utilizing blockchain or cryptocurrency technology for the tokenization of commodities, interests in commodities (including derivatives thereon, royalty streams, or other interests), securities, real estate, or other goods or services until 12 months following termination, and (ii) non-solicitation restrictions prohibiting her from soliciting the Company’s customers, business relations, employees or contractors.

 

 

 

Ms. Plummer is also eligible to receive additional annual equity compensation, the amount and form of which will be determined by the Compensation Committee in accordance with the Company’s equity compensation policies. The Company will provide Ms. Plummer with the same indemnification rights afforded to its other officers under its governing documents and applicable law, including the advancement of expenses to the fullest extent permitted. Additionally, the Company will maintain directors and officers liability insurance covering Ms. Plummer in her capacity as an officer, on terms no less favorable than those applicable to other senior officers of the Company. Such coverage will remain in effect for the duration of Ms. Plummer’s term of service and for any applicable tail period following her departure, as required by law or Company policy.

 

The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.3.

 

Item 8.01 Other Events.

 

On March 16, 2026, the Company issued a press release announcing the appointment of Ms. Plummer as Chief Financial Officer of the Company.

 

A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit
Number
  Description
10.1   Separation and General Release Agreement, dated March 20, 2026.
10.2   Consulting Agreement, dated as of March 20, 2026, by and between the Company and Groenewald Enterprises LLC.
10.3   Employment Agreement, dated March 16, 2026, by and between the Company and Christine Plummer.
99.1   Press Release, dated March 16, 2026
104   Cover Page Interactive Data File (formatted as Inline XBRL)

 

 

 

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.

 

Date: March 20, 2026 By: /s/ Karl Henry McPhie
  Name: Karl Henry McPhie
  Title: Chief Executive Officer

 

 

EX-10.1 2 ex10-1.htm EX-10.1

 

Exhibit 10.1

 

SEPARATION AND GENERAL RELEASE AGREEMENT

 

This Separation and General Release Agreement (this “Agreement”) is entered into by and between Ferdinand Groenewald (the “Executive”) and Streamex Corp., a Delaware Corporation (the “Company”). Capitalized terms that are used but not defined herein have the meanings given to them in that certain Employment Agreement between the Executive and the Company effective as of November 18, 2025 (the “Employment Agreement”). The Company and the Executive are referred to herein individually as a “Party” and collectively as the “Parties.”

 

WHEREAS, the Executive has been employed by the Company as its Chief Financial Officer pursuant to the Employment Agreement;

 

WHEREAS, in connection with the Executive’s employment, the Company and the Executive entered into certain equity award agreements under the Company’s 2023 Equity Incentive Plan (the “Plan”), providing for grants of (i) 500,000 restricted stock units (“RSUs”) granted on January 8, 2026 that vest over four years from the date of grant (the “RSU Award”); (ii) 35,000 shares of fully-vested restricted stock granted on April 24, 2025, (iii) 175,000 shares of fully-vested restricted stock granted on May 29, 2025, and (iv) 60,000 shares of restricted stock granted on November 18, 2025 (the “November 2025 Restricted Stock Awards”) that vest in full on November 18, 2026 (clauses (ii), (iii), and (iv), collectively the “Restricted Stock Awards” and together with the RSU Award, the “Equity Awards”);

 

WHEREAS, as a condition of the Executive’s employment with the Company, the Executive also entered into and agreed to abide by the Company’s Confidentiality and Proprietary Rights Agreement, a copy of which was attached as Exhibit A to the Employment Agreement (the “Confidentiality Agreement”), which the Parties agree shall survive the Executive’s separation from the Company and remain in full force and effect as set forth in Section 8 below;

 

WHEREAS, the Executive’s employment with the Company ended as of the Separation Date (as defined below);

 

WHEREAS, the Executive and the Company wish for the Executive to receive severance benefits as set forth in this Agreement, conditioned upon the Executive’s timely entry into this Agreement (and non- revocation in the time provided to do so) and compliance with the terms herein and for a period on and after the Separation Date for the Executive to provide certain transition consulting services as described in Section 5 below;

 

WHEREAS, on the terms and subject to the conditions and limitations set forth in this Agreement, the Parties wish to resolve any and all claims or causes of action that the Executive has or may have against the Company or any of the other Company Parties (as defined below), including any claims or causes of action that the Executive may have arising out of the Executive’s employment, or the end of such employment; and

 

WHEREAS, the Executive has incurred tax liabilities in connection with the vested Restricted Stock Awards that remain unpaid, and the Parties desire to address such liabilities in connection with this separation.

 

 

 

NOW, THEREFORE, in consideration of the promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties, the Parties agree as follows:

 

1. Separation from Employment. The Executive’s employment with the Company ended effective as of March 15, 2026 (the “Separation Date”). As of the Separation Date, the Executive ceased to hold any and all positions with the Company and its affiliates, including without limitation the position of Chief Financial Officer. The Executive agrees to execute any documents and take such further steps as may be required to effectuate the Executive’s separation from the Company. The Executive shall not perform any work except as set forth in this Agreement and shall not make any representations or execute any documents, or take any other actions, on behalf of the Company on or after the Separation Date.

 

2. Accrued Obligations. Regardless of whether the Executive executes this Agreement, the Company shall pay or provide to the Executive all accrued but unpaid portion of the Executive’s Base Salary through the Separation Date, reimbursement for any unreimbursed business expenses properly incurred by the Executive prior to the Separation Date in accordance with Company policy, and any vested and accrued benefits under the Company’s employee benefit plans in accordance with the terms of such plans (collectively, the “Accrued Obligations”).

 

3. Separation Benefits.

 

(a) Provided that the Executive (i) executes this Agreement on or after the Separation Date and returns the signed Agreement to the Company such that it is received by Henry McPhie, at henry@streamex.com, no later than 21 days after the date that the Executive was first provided this Agreement; (ii) does not revoke the Executive’s acceptance of this Agreement pursuant to Section 7(d) below; and (iii) abides by the terms herein and continues to comply with the Surviving Provisions (as defined in Section 8 below), then the Company shall provide the Executive with the following severance benefits:

 

(i) Cash Severance. Cash severance payments in an amount equal to six months of the Executive’s Base Salary (i.e., $112,500), payable in accordance with the Company’s regular payroll schedule, commencing on the first payroll date following the Effective Date (as defined in Section 7(d) below), provided that the first payment shall include any amounts that would have been paid had payments commenced immediately following the Separation Date.

 

(ii) Pro-Rata Bonus. The Executive shall receive (1) a pro-rata portion of the Executive’s Annual Bonus for the 2025 calendar year (based on actual performance achieved), based on the number of days employed during 2025, payable in a lump sum cash payment no later than ten business days following the Effective Date or, if later, the date 2025 annual bonuses are paid to other senior executives of the Company to the extent they are paid, and (2) a pro-rata portion of the Executive’s target Annual Bonus for the 2026 calendar year, based on the number of days employed during such year through the Separation Date, payable in a lump sum cash payment at the same time as annual bonuses are paid to other senior executives of the Company and to the extent they are paid, but in no event later than March 15, 2027. For the avoidance of doubt, Executive shall be entitled to a bonus on the same terms as other senior executives of the Company and in the event bonuses are not paid to other senior executives of the Company for either 2025 or 2026, the Executive shall not be entitled to a bonus for such year.

 

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(iii) COBRA Continuation. Subject to the Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall reimburse the Executive for the monthly COBRA premiums for the Executive and the Executive’s eligible dependents for continued group health coverage under the Company’s group health plan for a period of 12 months following the Separation Date (the “COBRA Subsidy Period”). Reimbursement shall be made within 30 days following the Executive’s submission of reasonable documentation evidencing payment of such premiums. The Company’s obligation to provide the reimbursement described herein shall cease upon the earliest of (A) the expiration of the COBRA Subsidy Period, (B) the date the Executive becomes eligible for group health coverage through another employer, or (C) the date the Executive ceases to be eligible for COBRA continuation coverage for any reason (other than failure to pay premiums). For the avoidance of doubt, the Parties acknowledge that, during the Executive’s employment the Executive’s health coverage was 100% company-paid, and the Company’s payment obligation under this Section 3(a)(iii) is intended to continue such coverage at no cost to the Executive during the COBRA Subsidy Period by covering the Executive’s entire COBRA premium, including any applicable administrative surcharge.

 

(iv) Equity Acceleration. The Parties agree that the RSU Award is hereby amended to provide that the number of RSUs subject to the RSU Award shall be 301,500, and for the avoidance of doubt, all RSUs originally subject to the RSU Award in excess of such 301,500 RSUs are hereby cancelled and shall be of no further force or effect. Notwithstanding anything to the contrary in the applicable Equity Awards, effective as of the Separation Date, 100% of the RSUs subject to the RSU Award (as amended, 301,500 RSUs) and the November 2025 Restricted Stock Awards (60,000 shares) shall become fully vested as of the Separation Date and shall be subject to taxation and applicable withholdings on the Separation Date. Except as expressly provided in this Section 3(a)(iv), the Equity Awards shall remain subject to the terms and conditions of the applicable equity incentive plan and award agreements, including with respect to settlement timing, exercise procedures, expiration dates, tax withholding, and compliance with applicable law. The Company shall take all actions reasonably necessary to effectuate the amendment and vesting acceleration contemplated by this Section 3(a)(iv).

 

(b)  For the avoidance of doubt, the Executive acknowledges and agrees that the Executive has no entitlement to any further severance pay or benefits other than as set forth in this Section 3.

 

4. Equity Matters.

 

(a) Tax Payment by Company. The Company acknowledges that the Executive has incurred tax liabilities arising from his Restricted Stock Awards that vested prior to the Separation Date, which tax liabilities have not been satisfied when due. The Company agrees to pay on behalf of the Executive, or reimburse the Executive for, the Executive’s federal, state, and local income and employment tax obligations arising from the vested Restricted Stock Awards that vested prior to the Separation Date, in an amount equal to $397,000 (three hundred and ninety seven thousand dollars) (the “Tax Payment”). The Tax Payment shall be grossed up one time, using the highest marginal federal, state, and local income and employment tax rates applicable to the Executive for 2025, to account for any additional tax liability incurred by the Executive as a result of the Company’s payment of such taxes on his behalf. The grossed- up Tax Payment shall be processed through payroll within 30 days following the Effective Date (as defined in Section 7(d) below), with applicable withholding and payroll reporting, and the net pay resulting from such payroll payment shall be paid to the Executive.

 

(b) Lock-Up Period. The Executive agrees that all shares of the Company’s common stock held by the Executive pursuant to the Equity Awards as of the date hereof (the “Lock-Up Shares”) shall be subject to a lock-up period of six months following the Separation Date (the “Lock-Up Period”). During the Lock-Up Period, the Executive shall not, directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, lend, or otherwise transfer or dispose of any of the Lock-Up Shares, or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Shares, without the prior written consent of the Company. The foregoing lock-up restrictions shall not apply to (i) sales or dispositions required to satisfy tax withholding or other statutory obligations, (ii) transfers to an immediate family member or trust for estate planning purposes, provided that the transferee agrees to be bound by the terms of this Section 4(b) or (iii) sales or dispositions in connection with a Change in Control, tender offer, or other corporate transaction approved by the Board.

 

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(c) Release of Equity Claims. Except as expressly set forth in this Agreement, and excluding any claims to enforce the Executive’s rights with respect to the treatment of the Equity Awards under this Agreement, the Executive hereby releases and forever discharges the Company and its affiliates from any and all claims, demands, or causes of action arising out of or relating to the Executive’s outstanding equity awards, including without limitation any claims for additional shares, vesting, or other equity-related compensation.

 

5.  General Release of Claims.

 

(a) For good and valuable consideration, including the consideration provided under Section 3 (and any portion thereof), the Executive hereby forever releases, discharges and acquits the Company and each of its respective direct and indirect subsidiaries and other affiliates, and each of the foregoing entities’ respective present and former affiliates, shareholders, members, managers, partners, directors, officers, employees, agents, attorneys, heirs, predecessors, successors and assigns, in their personal and representative capacities, as well as all the employee benefit plans maintained by the Company or any of its affiliates and all fiduciaries and administrators of any such plans, in their personal and representative capacities (each, a “Company Party” and collectively, the “Company Parties”), from liability for, and the Executive hereby waives, any and all claims, damages, or causes of action of any kind related to the Executive’s employment or affiliation with any Company Party, the termination of such employment or affiliation, any equity or other interest held in any Company Party, and any other acts or omissions related to any matter occurring or existing on or prior to the date that the Executive executes this Agreement, whether arising under federal or state laws or the laws of any other jurisdiction, and whether known or unknown, including (i) any alleged violation of: (A) the Age Discrimination in Employment Act of 1967 (including as amended by the Older Workers Benefit Protection Act); (B) Title VII of the Civil Rights Act of 1964; (C) the Civil Rights Act of 1991; (D) Sections 1981 through 1988 of Title 42 of the United States Code; (E) the Employee Retirement Income Security Act of 1974 (“ERISA”); (F) the Immigration Reform Control Act; (G) the Americans with Disabilities Act of 1990; (H) the Occupational Safety and Health Act; (I) the Family and Medical Leave Act of 1993; (J) the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010; (K) the Worker Adjustment and Retraining Notification Act; (L) Genetic Information Nondiscrimination Act; (M) the Uniformed Services Employment and Reemployment Rights Act; (N) the Fair Credit Reporting Act; (O) the Florida Civil Rights Act, the Florida Whistleblower Protection Act, the Florida Workers’ Compensation Law’s Retaliation provision, the Florida Wage Discrimination Law, the Florida Minimum Wage Act, the Florida Equal Pay Law, the Florida Omnibus AIDS Act, the Florida Domestic Violence Leave Act, the Florida Discrimination on the Basis of Sickle Cell Trait Law, the Florida Occupational Safety and Health Act, the Florida Constitution, the Florida Fair Housing Act, the Florida Deceptive and Unfair Trade Practices Act, the Florida Uniform Trade Secrets Act; any local, state, or federal anti-discrimination or anti-retaliation law and any Florida county or municipal ordinance regarding wages, equal opportunity, or leave; and (P) any other local, state, or federal law, regulation, or ordinance; (ii) any public policy, contract, tort, or common law claim, including claims for breach of fiduciary duty, fraud, misrepresentation, breach of implied or express contract, breach of implied covenant of good faith and fair dealing, wrongful discharge or termination, promissory estoppel, infliction of emotional distress, or tortious interference; (iii) any claim for costs, fees, or other expenses, including attorneys’ fees, related to any Released Claim (as defined below); (iv) any and all claims the Executive may have arising under or as the result of any alleged breach of any contract or any incentive or equity-based compensation plan or agreement, with any Company Party; (v) any claim (whether direct or derivative) arising from, or relating to, the Executive’s status as a holder of any equity or other interests in the Company or any other Company Party; and (vi) any claim for compensation or benefits of any kind not expressly set forth in this Agreement (collectively, the “Released Claims”). THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES.

 

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(b) In no event shall the Released Claims include (i) any claim to vested benefits under an employee benefit plan that is subject to ERISA and that cannot be released pursuant to ERISA; (ii) any claim that may first arise after the date that the Executive executes this Agreement; (iii) any claim to enforce the Executive’s rights under this Agreement; or (iv) any claims that cannot be waived as a matter of law, including claims for unemployment compensation benefits or workers’ compensation insurance benefits; provided, however, the Executive acknowledges that the Company and any other Company Party may provide truthful information in response to any application for such benefits.

 

(c) Further notwithstanding this release of liability, nothing in this Agreement prevents the Executive from filing any non-legally waivable claim (including a challenge to the validity of this Agreement) with the Equal Employment Opportunity Commission (“EEOC”), the Securities and Exchange Commission (“SEC”) or other governmental agency or participating in any investigation or proceeding conducted by the EEOC, SEC or other federal, state or local governmental agency or commission (each a “Governmental Agency” and collectively “Governmental Agencies”) or cooperating with such agency; however, the Executive understands and agrees that, to the extent permitted by law, the Executive is waiving any and all rights to recover from any of the Company Parties based on any of the Released Claims, including any relief that may result from any Governmental Agency proceeding or subsequent legal actions. Nothing herein waives the Executive’s right to receive an award for information provided to a Governmental Agency (including, for the avoidance of doubt, any monetary award or bounty from any governmental agency or regulatory or law enforcement authority in connection with any protected “whistleblower” activity), and nothing herein or in any other agreement between the Executive and any Company Party shall prohibit or restrict the Executive from (i) initiating communications directly with, cooperating with, providing information or making statements to, causing information to be provided to, or otherwise assisting in an investigation by, any Governmental Agency; (ii) responding to any inquiry or legal process directed to the Executive from any Governmental Agency; (iii) testifying, participating or otherwise assisting in any action or proceeding by any Governmental Agency; or (iv) making any disclosures that are protected under the whistleblower provisions of any applicable law. Nothing in this Agreement requires the Executive to obtain prior authorization before engaging in any conduct described in this Section 6(c) or to notify any Company Party that the Executive has engaged in any such conduct.

 

(d) To the fullest extent permitted by law, the Executive covenants and agrees not to file, commence, prosecute, maintain, or voluntarily aid in the filing, commencement, prosecution, or maintenance of any lawsuit, arbitration, or other civil action or proceeding against any of the Company Parties that asserts any of the Released Claims. If the Executive breaches this covenant, the Executive shall be liable for all damages, costs, and expenses (including reasonable attorneys’ fees) incurred by any Company Party in defending against such action or proceeding, to the extent permitted by applicable law. Notwithstanding the foregoing, nothing in this Agreement (including this covenant not to sue) restricts or limits the conduct permitted under Section 6(c).

 

6. Acknowledgements. This is an important legal document. The Executive is advised to consult with a lawyer of the Executive’s choosing before signing this Agreement. By executing and delivering this Agreement, the Executive acknowledges and agrees that:

 

(a) The Executive has carefully read this Agreement;

 

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(b) The Executive has had sufficient time (at least 21 days) to consider this Agreement before the execution and delivery hereof to the Company and no changes to this Agreement (whether material or immaterial) shall re-start the 21-day period described in Section 3(a) and this Section 7(b) for the Executive to consider this Agreement;

 

(c) The Executive has been advised, and hereby is advised in writing, to discuss this Agreement with an attorney of the Executive’s choice before signing this Agreement, and the Executive has had adequate opportunity to do so prior to executing and delivering this Agreement;

 

(d) The Executive has seven days after signing this Agreement to revoke it (such seven-day period is referred to as the “Release Revocation Period”). This Agreement will not become effective or enforceable until the Release Revocation Period has expired without the Executive exercising the Executive’s revocation right (the “Effective Date”). Any notice of revocation of the Agreement is effective only if such revocation is in writing and received by the Company, care of Henry McPhie, CEO, at the e- mail address referenced in Section 3(a) above, on or before the expiration of the Release Revocation Period. The Executive understands that if the Executive revokes the Executive’s acceptance of this Agreement pursuant to this Section 7(d), neither the Company nor any other Company Party will provide the Executive any severance payments or benefits, and all other terms of this Agreement will become null and void (provided, however, that the terms of Section 1 shall remain in effect);

 

(e) The Executive fully understands the final and binding effect of this Agreement; the only promises made to the Executive to sign this Agreement are those stated within the four corners of this Agreement, and in entering this Agreement, the Executive has not relied on any representation or statement, written, or oral of any Company Party or Company Party’s agent that is not set forth in this Agreement; the Executive is signing this Agreement knowingly, voluntarily and of the Executive’s own free will; the Executive relies on the Executive’s own judgment in entering into this Agreement; and the Executive understands and agrees to each of the terms and conditions of this Agreement; and

 

(f) No Company Party has provided any tax or legal advice regarding this Agreement and the Executive has had an adequate opportunity to receive sufficient tax and legal advice from advisors of the Executive’s own choosing such that the Executive enters into this Agreement with full understanding of the tax and legal implications thereof.

 

7. Surviving Provisions.

 

(a) The Executive acknowledges, agrees, and understands that, notwithstanding any other provision of this Agreement, the Executive remains subject to the Company’s clawback or recoupment policy, as required by Section 10D of the Securities Exchange Act of 1934, Nasdaq Listing Rule 5608, after the Separation Date, and that the Executive may be required to repay incentive compensation to the Company and that the Company has the right to reduce amounts payable to the Executive pursuant to this Agreement by any amount the Executive is required to repay the Company.

 

(b) The Executive acknowledges and agrees to honor and abide by the terms of the Confidentiality Agreement, and his obligations in Section 4.9 (Clawback Provisions), Section 12.2 (Insider Trading Policy), and Section 16 (Representations of the Executive) of the Employment Agreement, which shall survive the termination of the Employment Agreement (such provisions, collectively with Section 4.7 and 4.8 of the Employment Agreement referred to herein as the “Surviving Provisions”).

 

(c) The Company acknowledges, understands, and agrees that the provisions of Section 4.7 (Indemnification) and Section 4.8 (Directors’ and Officers’ Insurance) of the Employment Agreement shall survive the termination of the Employment Agreement, and that the Company shall continue to be bound by such provisions.

 

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8. Entire Agreement; Amendment. This Agreement constitutes the entire agreement between the Parties with respect to the matters herein; provided, however this Agreement shall complement and be in addition to (and not replace or supersede) the Confidentiality Agreement, the Surviving Provisions, and any other obligations that the Executive has to any Company Party with respect to non- disclosure, return of property, intellectual property, non-competition, or non-solicitation (whether such obligation arises by contract, statute, common law or otherwise). Subject to Section 17, this Agreement may only be amended by an agreement in writing signed by the Executive and the Company.

 

9. Applicable Law; Submission to Jurisdiction. This Agreement will be governed and construed in accordance with the laws of the State of Delaware without giving effect to the conflicts of laws rules thereunder that would result in the application of the laws of another jurisdiction. The Parties hereto irrevocably submit to the exclusive jurisdiction, forum, and venue of the state and federal courts located in Kent County, Delaware with respect to any dispute, claim, or other matter arising under this Agreement. THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT.

 

10. Headings; Interpretation. Titles and headings to Sections hereof are for the purpose of reference only and shall in no way limit, define or otherwise affect the provisions hereof. Unless the context requires otherwise, all references herein to a law, regulation, agreement, instrument, or other document shall be deemed to refer to such law, regulation, agreement, instrument, or other document as amended, supplemented, modified, and restated from time to time to the extent permitted by the provisions thereof, and references to particular provisions of laws or regulations include a reference to the corresponding provisions of any succeeding law or regulation. The word “or” as used herein is not exclusive and is deemed to have the meaning “and/or.” The words “herein,” “hereof,” “hereunder” and other compounds of the word “here” shall refer to the entire Agreement, including exhibits, and not to any particular provision hereof. The use herein of the word “including” following any general statement, term or matter shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation,” “but not limited to,” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter. Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against any Party, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by each of the Parties and shall be construed and interpreted as if drafted jointly by the Parties and according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the Parties.

 

11. Third Party Beneficiaries. Each Company Party that is not a signatory hereto shall be an intended third-party beneficiary of the Executive’s covenants, representations, and release of claims set forth in this Agreement and shall be entitled to enforce such covenants, representations, and release as if a Party hereto.

 

12. Return of Property. On or before the last day of the Consulting Period (including, for the avoidance of doubt, any termination of the Consulting Period pursuant to Section 5(d)), the Executive shall return to the Company all Company property in the Executive’s possession or control, including without limitation all keys, key cards, access cards, identification cards, security devices, Company credit cards, network access devices, computers, cell phones, smartphones, equipment, manuals, reports, files, books, documents, email messages, recordings, data, and all other materials belonging to the Company or containing Confidential Information.

 

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13. Breach of Agreement. In the event the Executive breaches any portion of this Agreement or the surviving confidentiality obligations expressly incorporated herein, the Company shall provide written notice describing the alleged breach in reasonable detail and the Executive shall have five business days to cure such breach. If the Executive fails to timely cure such breach, the Company may seek appropriate legal or equitable relief. To remedy such breach, the Company may, in its sole discretion (i) recover all or any portion of the amounts in Section 3 already paid to the Executive from the date of such breach except for $1,000.00, which the Parties agree constitutes consideration for the release of claims contained in this Agreement; (ii) to the extent any amount in Section 3 has not been paid to the Executive in full, terminate the remaining amounts and the Executive will not be entitled to receive any further payments; (iii) recover attorneys’ fees, expenses and costs the Company incurs in such action, and/or (iv) recover any and all other damages to which the Company may be entitled at law or in equity as a result of a breach of this Agreement.

 

14. No Waiver. No failure by any Party at any time to give notice of any breach by the other Party of, or to require compliance with, any condition or provision of this Agreement shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

 

15. Assignment. This Agreement is personal to the Executive and may not be assigned by the Executive. The Company may assign its rights and obligations under this Agreement without the Executive’s consent, including to any other Company Party and to any successor (whether by merger, purchase or otherwise) to all or substantially all of the equity, assets, or businesses of the Company.

 

16. Severability and Modification. To the extent permitted by applicable law, the Parties agree that any term or provision of this Agreement (or part thereof) that renders such term or provision (or part thereof) or any other term or provision (or part thereof) of this Agreement invalid or unenforceable in any respect shall be severable and shall be modified or severed to the extent necessary to avoid rendering such term or provision (or part thereof) invalid or unenforceable, and such severance or modification shall be accomplished in the manner that most nearly preserves the benefit of the Parties’ bargain hereunder.

 

17. Withholding of Taxes and Other Executive Deductions. The Company may, or may direct any other Company Party to, withhold from any payment made pursuant to this Agreement all federal, state, local, and other taxes as may be required pursuant to any law or governmental regulation or ruling. For the avoidance of doubt, any accelerated vesting of equity awards pursuant to this Agreement shall remain subject to applicable tax withholding requirements. The Company shall withhold from the shares otherwise issuable upon conversion or settlement of such equity awards a number of shares having a fair market value equal to the minimum required statutory withholding obligations, and shall otherwise satisfy all applicable withholding requirements in accordance with the terms of the applicable Equity Award and the Company’s equity plan.

 

18. Counterparts. This Agreement may be executed in one or more counterparts (including portable document format (.pdf) and facsimile counterparts), each of which shall be deemed to be an original, but all of which together will constitute one and the same agreement.

 

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19. Section 409A. Notwithstanding any provision of this Agreement to the contrary, all provisions of this Agreement are intended to comply with Section 409A of the Internal Revenue Code of 1986 (the “Code”), and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”) or an exemption therefrom and shall be construed and administered in accordance with such intent. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Notwithstanding the foregoing, the Company makes no representations that the payment(s) and benefits provided under this Agreement comply with or are exempt from the requirements of Section 409A and in no event shall the Company or any other Company Party be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible.

 

20. Cooperation. Following the Separation Date, the Executive shall, upon the Company’s request and at reasonable times and locations, cooperate fully with the Company and its counsel in any investigation, audit, inquiry, litigation, arbitration, administrative proceeding, or other matter relating to the Executive’s employment or within the Executive’s knowledge. Such cooperation includes meeting with representatives of the Company, providing truthful information, producing documents, and giving testimony. The Executive shall respond promptly to requests for cooperation, and the Company shall reimburse reasonable, pre-approved out-of-pocket expenses incurred in connection therewith. This obligation survives termination of this Agreement, and the Company shall be entitled to injunctive relief to enforce this Section 21 in addition to any other remedies available at law or in equity.

 

[Signatures begin on the following page]

 

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IN WITNESS WHEREOF, the Parties each have caused this Agreement to be executed as of the dates set forth beneath their names below and effective for all purposes as provided above.

 

  STREAMEX CORP.
     
  By: /s/ Henry McPhie
  Name: Henry McPhie
  Date: 3/20/2026

  

  THE EXECUTIVE
  /s/ Ferdinand Groenewald
  Name: Ferdinand Groenewald
  Date: 3/20/2026

 

Signature page

 

To Separation And General Release Agreement

 

 

EX-10.2 3 ex10-2.htm EX-10.2

 

Exhibit 10.2

 

STREAMEX CORP. CONSULTING AGREEMENT

 

This Consulting Agreement (this “Agreement”) is made and entered into March 16, 2026 (the “Effective Date”) by and between Streamex Corp., a Delaware C-corporation with its principal place of business at 2431 Aloma Avenue Suite 243 Winter Park, FL 32792 (the “Company”), and Groenewald Enterprises LLC, a Florida Limited Liability Company (“Consultant”) (each herein referred to individually as a “Party,” or collectively as the “Parties”).

 

WHEREAS, the Company desires to retain Consultant as an independent contractor to perform consulting services for the Company, and Consultant is willing to perform such services, on the terms described below.

 

NOW, THEREFORE, in consideration of the mutual promises and covenants of the Parties contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the Parties hereto, the Parties agree as follows:

 

1. Services and Compensation

 

Consultant shall perform the services described in Exhibit A (the “Services”) for the Company (or its designee), and the Company agrees to pay Consultant the compensation described in Exhibit A for Consultant’s performance of the Services. Consultant shall perform the Services primarily through Ferdinand Groenewald.

 

2. Confidentiality

 

A. Definition of Confidential Information. “Confidential Information” means any non-public information that relates to the actual or anticipated business and/or products, research or development of the Company, its affiliates or subsidiaries or to the Company’s, its affiliates’ or subsidiaries’ technical data, trade secrets, or know-how, including, but not limited to, research, product plans, or other information regarding the Company’s, its affiliates’ or subsidiaries’ products or services and markets therefor, customer lists and customers (including, but not limited to, customers of the Company on whom Consultant called or with whom Consultant became acquainted during the term of this Agreement), software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, and other business information disclosed by the Company, its affiliates or subsidiaries, either directly or indirectly, in writing, orally or by drawings or inspection of premises, parts, equipment, or other property of Company, its affiliates or subsidiaries. Notwithstanding the foregoing, Confidential Information shall not include any such information which Consultant can establish (i) was publicly known or made generally available prior to the time of disclosure to Consultant; (ii) becomes publicly known or made generally available after disclosure to Consultant through no wrongful action or inaction of Consultant; or (iii) is in the rightful possession of Consultant, without confidentiality obligations, at the time of disclosure as shown by Consultant’s then- contemporaneous written records.

 

 

 

B. Nonuse and Nondisclosure. During and after the term of this Agreement, Consultant will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Consultant will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the Company, or (ii) disclose the Confidential Information to any third party without the prior written consent of an authorized representative of Company. Consultant may disclose Confidential Information to the extent compelled by applicable law; provided however, prior to such disclosure, Consultant shall provide prior written notice to Company and seek a protective order or such similar confidential protection as may be available under applicable law. Consultant agrees that no ownership of Confidential Information is conveyed to the Consultant. Without limiting the foregoing, Consultant shall not use or disclose any Company property, intellectual property rights, trade secrets or other proprietary know-how of the Company to invent, author, make, develop, design, or otherwise enable others to invent, author, make, develop, or design identical or substantially similar designs as those developed under this Agreement for any third party. Without the Company’s prior written approval, Consultant shall not directly or indirectly disclose to anyone the existence of this Agreement or the fact that Consultant has this arrangement with the Company. Consultant agrees that Consultant’s obligations under this Section 3.B shall continue after the termination of this Agreement.

 

C. Other Client Confidential Information. Consultant agrees that Consultant will not improperly use, disclose, or induce the Company to use any proprietary information or trade secrets of any former or concurrent employer of Consultant or other person or entity with which Consultant has an obligation to keep in confidence. Consultant also agrees that Consultant will not bring onto the Company’s premises or transfer onto the Company’s technology systems any unpublished document, proprietary information, or trade secrets belonging to any third party unless disclosure to, and use by, the Company has been consented to in writing by such third party.

 

D. Third Party Confidential Information. Consultant recognizes that the Company has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. Consultant agrees that at all times during the term of this Agreement and thereafter, Consultant owes the Company and such third parties a duty to hold all such confidential or proprietary information in the strictest confidence and not to use it or to disclose it to any person, firm, corporation, or other third party except as necessary in carrying out the Services for the Company consistent with the Company’s agreement with such third party.

 

3. Ownership

 

A. Assignment of Inventions. Consultant agrees that all right, title, and interest in and to any copyrightable material, notes, records, drawings, designs, inventions, improvements, developments, discoveries and trade secrets conceived, discovered, authored, invented, developed or reduced to practice by Consultant, solely or in collaboration with others, during the term of this Agreement and arising out of, or in connection with, performing the Services under this Agreement and any copyrights, patents, trade secrets, mask work rights or other intellectual property rights relating to the foregoing (collectively, “Inventions”), are the sole property of the Company. Consultant also agrees to promptly make full written disclosure to the Company of any Inventions and to deliver and assign (or cause to be assigned) and hereby irrevocably assigns fully to the Company all right, title and interest in and to the Inventions.

 

B. Pre-Existing Materials. Subject to Section 4.A, Consultant agrees that if, in the course of performing the Services, Consultant incorporates into any Invention or utilizes in the performance of the Services any pre-existing invention, discovery, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by Consultant or in which Consultant has an interest (“Prior Inventions”), (i) Consultant will provide the Company with prior written notice and (ii) the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto. Consultant will not incorporate any invention, improvement, development, concept, discovery, work of authorship or other proprietary information owned by any third party into any Invention without Company’s prior written permission.

 

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C. Moral Rights. Any assignment to the Company of Inventions includes all rights of attribution, paternity, integrity, modification, disclosure and withdrawal, and any other rights throughout the world that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like (collectively, “Moral Rights”). To the extent that Moral Rights cannot be assigned under applicable law, Consultant hereby waives and agrees not to enforce any and all Moral Rights, including, without limitation, any limitation on subsequent modification, to the extent permitted under applicable law.

 

D. Maintenance of Records. Consultant agrees to keep and maintain adequate, current, accurate, and authentic written records of all Inventions made by Consultant (solely or jointly with others) during the term of this Agreement, and for a period of three (3) years thereafter. The records will be in the form of notes, sketches, drawings, electronic files, reports, or any other format that is customary in the industry and/or otherwise specified by the Company. Such records are and remain the sole property of the Company at all times and upon Company’s request, Consultant shall deliver (or cause to be delivered) the same.

 

E. Further Assurances. Consultant agrees to assist Company, or its designee, at the Company’s expense, in every proper way to secure the Company’s rights in Inventions in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments and all other instruments that the Company may deem necessary in order to apply for, register, obtain, maintain, defend, and enforce such rights, and in order to deliver, assign and convey to the Company, its successors, assigns and nominees the sole and exclusive right, title, and interest in and to all Inventions and testifying in a suit or other proceeding relating to such Inventions. Consultant further agrees that Consultant’s obligations under this Section 4.E shall continue after the termination of this Agreement.

 

F. Attorney-in-Fact. Consultant agrees that, if the Company is unable because of Consultant’s unavailability, dissolution, mental or physical incapacity, or for any other reason, to secure Consultant’s signature with respect to any Inventions, including, without limitation, for the purpose of applying for or pursuing any application for any United States or foreign patents or mask work or copyright registrations covering the Inventions assigned to the Company in Section 4.A, then Consultant hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Consultant’s agent and attorney-in-fact, to act for and on Consultant’s behalf to execute and file any papers and oaths and to do all other lawfully permitted acts with respect to such Inventions to further the prosecution and issuance of patents, copyright and mask work registrations with the same legal force and effect as if executed by Consultant. This power of attorney shall be deemed coupled with an interest, and shall be irrevocable.

 

4. Conflicting Obligations

 

A. Consultant represents and warrants that Consultant has no agreements, relationships, or commitments to any other person or entity that conflict with the provisions of this Agreement, Consultant’s obligations to the Company under this Agreement, and/or Consultant’s ability to perform the Services. Consultant will not enter into any such conflicting agreement during the term of this Agreement.

 

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B. Consultant shall require all Consultant’s employees, permitted contractors, or other permitted third-parties performing Services under this Agreement to execute a confidential information and assignment agreement in a form no less restrictive than this Agreement, and promptly provide a copy of each such executed agreement to the Company. Consultant’s violation of this Article 5 will be considered a material breach under Section 8.B.

 

5. Return of Company Materials

 

Upon the termination of this Agreement, or upon Company’s earlier request, Consultant will immediately deliver to the Company, and will not keep in Consultant’s possession, recreate, or deliver to anyone else, any and all Company property, including, but not limited to, Confidential Information, tangible embodiments of the Inventions, all devices and equipment belonging to the Company, all electronically- stored information and passwords to access such property, those records maintained pursuant to Section 4.D and any reproductions of any of the foregoing items that Consultant may have in Consultant’s possession or control.

 

6. Reports

 

Consultant agrees that Consultant will keep the Company advised as to Consultant’s progress in performing the Services under this Agreement. Consultant further agrees that Consultant will, as requested by the Company, prepare written reports with respect to such progress. The Company and Consultant agree that the reasonable time expended in preparing such written reports will be considered time devoted to the performance of the Services.

 

7. Representations and Warranties. Each Party represents and warrants to the other Party that:

 

A. it is duly formed and validly existing in good standing under the laws of the jurisdiction of its formation, if applicable;

 

B. it/he has the power, authority and legal capacity to enter into and to perform this

Agreement;

 

C. this Agreement when executed and delivered by it/him will be a legal, valid and binding obligation enforceable against it/him in accordance with its terms;

 

D. neither the execution and delivery by the Consultant and/or the Company of this Agreement, nor the performance by the Consultant of the Services contemplated hereby, will conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which the Consultant and/or the Company is a party or by which the Consultant and/or the Company is bound (including any agreements relating to the confidential or proprietary information of a third-party); an

 

E. it/he agrees to comply with all applicable local, national and international laws, regulations, statutes and ordinances (collectively, the “Applicable Laws”) that are relevant to the performance of its/his obligations under this Agreement. Each Party shall take all necessary actions and measures to ensure its/his activities and services provided under this Agreement are in compliance with Applicable Laws, including, but not limited to, obtaining any required permits, licenses or approvals and maintaining them throughout the term of this Agreement.

 

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F. Consultant has the required skill, experience, and qualifications to perform the Services, Consultant shall perform the Services in a professional and workmanlike manner in accordance with best industry standards for similar services, and Consultant shall devote sufficient resources to ensure that the Services are performed in a timely and reliable manner;

 

G. Consultant shall perform the Services in compliance with all applicable federal, state, and local laws and regulations, including by maintaining all licenses, permits, and registrations required to perform the Services;

 

H. the Company will receive good and valid title to all Inventions, free and clear of all encumbrances and liens of any kind; and

 

I. all Inventions are and shall be Consultant’s original work (except for material in the public domain or provided by the Company) and, to the best of Consultant’s knowledge, does not and will not violate or infringe upon the intellectual property right or any other right whatsoever of any person, firm, corporation, or other entity.

 

8. Term and Termination

 

A. Term. The term of this Agreement shall commence on the Effective Date and continue for six (6) months, unless earlier terminated in accordance with Section 8.B; provided, however, that the first three (3) months following the Effective Date shall constitute the “Guaranteed Period” solely for purposes of the Company’s payment obligations set forth in Section 8.B.

 

B. Termination.

 

(i) Either the Company or Consultant may terminate this Agreement at any time upon fifteen (15) days’ prior written notice to the other Party.

 

(ii) Notwithstanding the foregoing, if the Company terminates this Agreement without Cause during the Guaranteed Period, the Company shall remain obligated to pay Consultant the monthly Consulting Fee through the end of the Guaranteed Period.

 

(iii) The Company may terminate this Agreement immediately for Cause upon written notice to Consultant. For purposes of this Agreement, “Cause” means: (A) Consultant’s material breach of this Agreement that remains uncured for five (5) business days after written notice thereof; (B) fraud, gross negligence, willful misconduct, or illegal conduct by Consultant in connection with the Services; or (C) Consultant’s refusal or continuing inability to perform the Services.

 

(iv) For the avoidance of doubt, the Guaranteed Period shall apply only in the event of a termination by the Company without Cause during the Guaranteed Period, and shall not apply to any termination by Consultant or any termination by the Company for Cause.

 

(v) Consultant shall not be obligated to perform Services following the effective date of termination except as mutually agreed in writing.

 

C. Survival. Upon any termination, all rights and duties of the Company and Consultant toward each other shall cease except as otherwise expressly provided in this Agreement, including any provisions that by their nature are intended to survive termination. The Company shall pay Consultant, within ten (10) days after receipt of Consultant’s final invoice, all unpaid Consulting Fees earned through the effective date of termination, all approved overage fees, all amounts payable pursuant to the Guaranteed Period, if applicable, and all approved reimbursable expenses properly submitted in accordance with this Agreement.

 

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The Company will pay, within thirty (30) days after the effective date of termination, all amounts owing to Consultant for Services completed and accepted by the Company prior to the termination date and related reimbursable expenses, if any, submitted in accordance with the Company’s policies and in accordance with the provisions of Article 1 of this Agreement; and Article 3 (Confidentiality), Article 4 (Ownership), Section 5.B (Conflicting Obligations), Article 6 (Return of Company Materials), Article 9 (Term and Termination), Article 10 (Independent Contractor Relationship), Article 11 (Representations and Warranties), Article 12 (Indemnification), Article 13 (Noninterference), Article 14 (Limitation of Liability), Article 15 (Arbitration and Equitable Relief), and Article 16 (Miscellaneous) will survive termination or expiration of this Agreement in accordance with their terms.

 

9. Independent Contractor Relationship

 

It is the express intention of the Company and Consultant that Consultant perform the Services as an independent contractor to the Company, and nothing in this Agreement shall constitute this Agreement as a joint venture or partnership between Consultant and Company. Nothing in this Agreement shall in any way be construed to constitute Consultant as an agent, employee or representative of the Company. Consultant will not represent that he is an employee of the Company and shall at all times represent that he is independent of the Company. Without limiting the generality of the foregoing, Consultant is not authorized to bind the Company to any liability or obligation or to represent that Consultant has any such authority. Consultant agrees to furnish (or reimburse the Company for) all tools and materials necessary to accomplish this Agreement and shall incur all expenses associated with performance, except as expressly provided in Exhibit A.

 

It is agreed that Company is interested only in the ultimate results of Consultant’s activities pursuant to this Agreement and that Consultant shall have exclusive control over the time and effort invested by Consultant pursuant to this Agreement and the manner and means of Consultant’s performance under this Agreement, provided however, that Consultant shall meet certain deadlines established by the Company from time to time.

 

Consultant acknowledges and agrees that Consultant is obligated to report as income all compensation received by Consultant pursuant to this Agreement. Company will not withhold any taxes from any compensation paid to Consultant according to this Agreement. It is acknowledged and agreed by the Parties that Company has not, is not and shall not be obligated to make, and that it is the sole responsibility of Consultant to make, in connection with compensation paid to Consultant according to this Agreement, all periodic filings and payments required to be made in connection with any federal, state or local taxes required to be paid, made or maintained.

 

10. Indemnification

 

Consultant shall indemnify, defend, and hold harmless Company and its directors, officers, and employees from and against any third-party claims, damages, liabilities, costs, and expenses, including reasonable attorneys’ fees, to the extent arising from: (i) Consultant’s gross negligence, willful misconduct, or fraud in connection with the Services; (ii) Consultant’s material breach of this Agreement; or (iii) Consultant’s knowing infringement or misappropriation of a third party’s intellectual property rights through deliverables created by Consultant specifically for Company under this Agreement.

 

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Company shall indemnify, defend, and hold harmless Consultant and its managers, members, officers, employees, and agents from and against any third-party claims, damages, liabilities, costs, and expenses, including reasonable attorneys’ fees, to the extent arising from: (A) modifications to Consultant’s deliverables made by Company or third parties other than Consultant; (B) Company’s use of deliverables other than as contemplated by this Agreement; or (C) Company’s breach of this Agreement or violation of applicable law.

 

The indemnified party shall promptly notify the indemnifying party of any claim subject to indemnification, provided that any delay in notice shall relieve the indemnifying party of its obligations only to the extent materially prejudiced thereby. The indemnifying party shall control the defense and settlement of the claim, except that it may not settle any claim imposing liability or obligations on the indemnified party without the indemnified party’s prior written consent, not to be unreasonably withheld.

 

11. Nonsolicitation

 

To the fullest extent permitted under applicable law, from the date of this Agreement until twelve (12) months after the termination of this Agreement for any reason (the “Restricted Period”), Consultant will not, without the Company’s prior written consent, directly or indirectly, solicit any of the Company’s employees to leave their employment, or attempt to solicit employees of the Company, either for Consultant or for any other person or entity. Consultant agrees that nothing in this Article 12 shall affect Consultant’s continuing obligations under this Agreement during and after this twelve (12) month period, including, without limitation, Consultant’s obligations under Article 3.

 

12. Limitation of Liability

 

EXCEPT FOR LIABILITY ARISING FROM A PARTY’S FRAUD, WILLFUL MISCONDUCT, GROSS NEGLIGENCE, BREACH OF CONFIDENTIALITY OBLIGATIONS, OR INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, OR LOSS OF BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR THE EXCLUDED CLAIMS SET FORTH ABOVE, EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO CONSULTANT UNDER THIS AGREEMENT.

 

13. Arbitration and Dispute Resolution

 

A. Arbitration. IN CONSIDERATION OF CONSULTANT’S CONSULTING RELATIONSHIP WITH COMPANY, ITS PROMISE TO ARBITRATE ALL DISPUTES RELATED TO CONSULTANT’S CONSULTING RELATIONSHIP WITH THE COMPANY AND CONSULTANT’S RECEIPT OF THE COMPENSATION AND OTHER BENEFITS PAID TO CONSULTANT BY COMPANY, AT PRESENT AND IN THE FUTURE, CONSULTANT AGREES THAT ANY AND ALL CONTROVERSIES, CLAIMS, OR DISPUTES WITH ANYONE (INCLUDING COMPANY AND ANY EMPLOYEE, OFFICER, DIRECTOR, SHAREHOLDER OR BENEFIT PLAN OF THE COMPANY IN THEIR CAPACITY AS SUCH OR OTHERWISE), WHETHER BROUGHT ON AN INDIVIDUAL, GROUP, OR CLASS BASIS, ARISING OUT OF, RELATING TO, OR RESULTING FROM CONSULTANT’S CONSULTING RELATIONSHIP WITH THE COMPANY OR THE TERMINATION OF CONSULTANT’S CONSULTING RELATIONSHIP WITH THE COMPANY, INCLUDING ANY BREACH OF THIS AGREEMENT, SHALL BE SUBJECT TO BINDING ARBITRATION.DISPUTES WHICH CONSULTANT AGREES TO ARBITRATE, AND THEREBY AGREES TO WAIVE ANY RIGHT TO A TRIAL BY JURY, INCLUDE ANY STATUTORY CLAIMS UNDER LOCAL, STATE, OR FEDERAL LAW. CONSULTANT FURTHER UNDERSTANDS THAT THIS AGREEMENT TO ARBITRATE ALSO APPLIES TO ANY DISPUTES THAT THE COMPANY MAY HAVE WITH CONSULTANT.

 

B. Procedure. CONSULTANT AGREES THAT ANY ARBITRATION WILL BE ADMINISTERED BY JUDICIAL ARBITRATION & MEDIATION SERVICES, INC. (“JAMS”) PURSUANT TO ITS COMMERCIAL ARBITRATION RULES & PROCEDURES (THE “JAMS RULES”). CONSULTANT AGREES THAT THE ARBITRATOR SHALL HAVE THE POWER TO DECIDE ANY MOTIONS BROUGHT BY ANY PARTY TO THE ARBITRATION, INCLUDING MOTIONS FOR SUMMARY JUDGMENT AND/OR ADJUDICATION AND MOTIONS TO DISMISS AND DEMURRERS, PRIOR TO ANY ARBITRATION HEARING. CONSULTANT AGREES THAT THE ARBITRATOR SHALL ISSUE A WRITTEN DECISION ON THE MERITS. CONSULTANT ALSO AGREES THAT THE ARBITRATOR SHALL HAVE THE POWER TO AWARD ANY REMEDIES AVAILABLE UNDER APPLICABLE LAW, AND THAT THE ARBITRATOR SHALL AWARD ATTORNEYS’ FEES AND COSTS TO THE PREVAILING PARTY, EXCEPT AS PROHIBITED BY LAW. CONSULTANT AGREES THAT THE DECREE OR AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED AS A FINAL AND BINDING JUDGMENT IN ANY COURT HAVING JURISDICTION THEREOF. CONSULTANT AGREES THAT THE ARBITRATOR SHALL ADMINISTER AND CONDUCT ANY ARBITRATION IN ACCORDANCE WITH DELAWARE LAW. TO THE EXTENT THAT THE JAMS RULES CONFLICT WITH DELAWARE LAW, DELAWARE LAW SHALL TAKE PRECEDENCE. CONSULTANT FURTHER AGREES THAT ANY ARBITRATION UNDER THIS AGREEMENT SHALL BE CONDUCTED IN CHICAGO, ILLINOIS OR NEW YORK COUNTY, NEW YORK, AT STREAMEX’S ELECTION.

 

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C. Remedy. EXCEPT AS PROVIDED BY THE ACT AND THIS AGREEMENT, ARBITRATION SHALL BE THE SOLE, EXCLUSIVE, AND FINAL REMEDY FOR ANY DISPUTE BETWEEN CONSULTANT AND THE COMPANY. ACCORDINGLY, EXCEPT AS PROVIDED FOR BY THE ACT AND THIS AGREEMENT, NEITHER CONSULTANT NOR THE COMPANY WILL BE PERMITTED TO PURSUE COURT ACTION REGARDING CLAIMS THAT ARE SUBJECT TO ARBITRATION.

 

D. Availability of Injunctive Relief. THE PARTIES AGREE THAT ANY PARTY MAY ALSO PETITION THE COURT FOR INJUNCTIVE RELIEF WHERE EITHER PARTY ALLEGES OR CLAIMS A VIOLATION OF ANY AGREEMENT REGARDING INTELLECTUAL PROPERTY, CONFIDENTIAL INFORMATION OR NONINTERFERENCE. IN THE EVENT EITHER PARTY SEEKS INJUNCTIVE RELIEF, THE PREVAILING PARTY SHALL BE ENTITLED TO RECOVER REASONABLE COSTS AND ATTORNEYS’ FEES.

 

E. Administrative Relief. CONSULTANT UNDERSTANDS THAT THIS AGREEMENT DOES NOT PROHIBIT CONSULTANT FROM PURSUING AN ADMINISTRATIVE CLAIM WITH A LOCAL, STATE OR FEDERAL ADMINISTRATIVE BODY OR GOVERNMENT AGENCY SUCH AS THE DEPARTMENT OF FAIR EMPLOYMENT AND HOUSING, THE EQUAL EMPLOYMENT OPPORTUNITY COMMISSION, THE NATIONAL LABOR RELATIONS BOARD, OR THE WORKERS’ COMPENSATION BOARD. THIS AGREEMENT DOES, HOWEVER, PRECLUDE CONSULTANT FROM PURSUING COURT ACTION REGARDING ANY SUCH CLAIM, EXCEPT AS PERMITTED BY LAW.

 

F. Voluntary Nature of Agreement. CONSULTANT ACKNOWLEDGES AND AGREES THAT IT IS EXECUTING THIS AGREEMENT VOLUNTARILY AND WITHOUT ANY DURESS OR UNDUE INFLUENCE BY THE COMPANY OR ANYONE ELSE. CONSULTANT FURTHER ACKNOWLEDGES AND AGREES THAT IT HAS CAREFULLY READ THIS AGREEMENT AND THAT CONSULTANT HAS ASKED ANY QUESTIONS NEEDED FOR

 

CONSULTANT TO UNDERSTAND THE TERMS, CONSEQUENCES AND BINDING EFFECT OF THIS AGREEMENT AND FULLY UNDERSTAND IT, INCLUDING THAT CONSULTANT IS WAIVING ITS RIGHT TO A JURY TRIAL. FINALLY, CONSULTANT AGREES THAT IT HAS BEEN PROVIDED AN OPPORTUNITY TO SEEK THE ADVICE OF AN ATTORNEY OF CONSULTANT’S CHOICE BEFORE SIGNING THIS AGREEMENT.

 

14. Miscellaneous

 

A. Governing Law; Consent to Personal Jurisdiction. This Agreement, for all purposes, shall be construed in accordance with the laws of the State of Delaware without regard to conflicts of law principles. Any legal action permitted by this Agreement to enforce an award or for a claimed breach shall be governed by the laws of the State of Delaware and shall be commenced and maintained solely and exclusively in any state or federal court located in Kent County, Delaware, and both parties irrevocably submit to the exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue.

 

B. Assignability. This Agreement will be binding upon Consultant’s assigns, administrators, and other legal representatives, and will be for the benefit of the Company, its successors, and its assigns. There are no intended third-party beneficiaries to this Agreement, except as expressly stated. Except as may otherwise be provided in this Agreement, Consultant may not sell, assign or delegate or subcontract any rights or obligations under this Agreement without the Company’s prior written consent. Notwithstanding anything to the contrary herein, Company may assign this Agreement and its rights and obligations under this Agreement to any successor to all or substantially all of Company’s relevant assets, whether by merger, consolidation, reorganization, reincorporation, sale of assets or stock, or otherwise.

 

C. Entire Agreement. This Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter herein and supersedes all prior written and oral agreements, discussions, or representations between the Parties. Consultant represents and warrants that it is not relying on any statement or representation not contained in this Agreement. To the extent any terms set forth in any exhibit or schedule conflict with the terms set forth in this Agreement, the terms of this Agreement shall control unless otherwise expressly agreed by the Parties in such exhibit or schedule.

 

D. Headings. Headings are used in this Agreement for reference only and shall not be considered when interpreting this Agreement.

 

E. Severability. If a court or other body of competent jurisdiction finds, or the Parties mutually believe, any provision of this Agreement, or portion thereof, to be invalid or unenforceable, such provision will be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the remainder of this Agreement will continue in full force and effect.

 

F. Modification, Waiver. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in a writing signed by the Parties. Waiver by the Company of a breach of any provision of this Agreement will not operate as a waiver of any other or subsequent breach.

 

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G. Notices. Any notice or other communication required or permitted by this Agreement to be given to a Party shall be in writing and shall be deemed given (i) if delivered personally or by commercial messenger or courier service, (ii) when sent by confirmed facsimile, or (iii) if mailed by U.S. registered or certified mail (return receipt requested), to the Party at the Party’s address written below or at such other address as the Party may have previously specified by like notice. If by mail, delivery shall be deemed effective three business days after mailing in accordance with this Section 15.G.

 

  (1) If to the Company, to:
    2431 Aloma Ave Ste 243
    Winter Park, FL 32792
    Attention: Chief Executive Officer

 

(2) If to Consultant, to the address for notice on the signature page to this Agreement or, if no such address is provided, to the last address of Consultant provided by Consultant to the Company.

 

H. Attorneys’ Fees. In any court action at law or equity that is brought by one of the Parties to this Agreement to enforce or interpret the provisions of this Agreement, the prevailing Party will be entitled to reasonable attorneys’ fees, in addition to any other relief to which that Party may be entitled.

 

I. Signatures. This Agreement may be signed in two counterparts, each of which shall be deemed an original, with the same force and effectiveness as though executed in a single document.

 

(signature page follows)

 

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IN WITNESS WHEREOF, the Parties hereto have executed this Consulting Agreement as of the date first written above.

 

GROENEWALD ENTERPRISES LLC   STREAMEX CORP.
         
By: /s/ Ferdinand Groenewald   By: /s/ Henry McPhie
Name: Ferdinand Groenewald   Name: Henry McPhie
Title: Manager   Title: CEO

 

Address for Notice:  
   
 
   
 
   
Email:  
     
SSN/EIN:

 

Banking Info:

 

Streamex Corp. – Consulting Agreement

 

 

 

EXHIBIT A

 

SERVICES AND COMPENSATION

 

1. Contact. Consultant’s principal Company contact:

 

Name: Christine Plummer
     
  Title: CFO
     
  Email:
     
  Phone:

 

2. Services. The Services shall consist of the following consulting services:

 

**A. Financial Reporting and SEC Compliance**

 

- SEC periodic filings (10-K, 10-Q, 8-K)

 

- Accounting policies and internal controls

 

- Earnings releases and investor communications

 

**B. Audit and External Relations**

 

- Support for independent auditor relationships

 

- Regulatory and stock exchange interactions

 

**C. Transition and Knowledge Transfer**

 

- Support for incoming CFO or interim finance leadership

 

- Orientation of new finance personnel

 

- Documentation of institutional knowledge

 

**E. General Advisory**

 

- Budgeting, forecasting, and financial planning

 

- Ad hoc requests from the CEO or Board

 

**F. Availability and Time Commitment**

 

- Maximum hours per week: 40 hours, absent written agreement of the parties.

 

 

 

3. Compensation.

 

A. Consulting Fee. The Company shall pay Consultant a monthly retainer of $20,000 for Services performed during the term of this Agreement. The monthly retainer shall cover up to forty (40) hours of Services performed in each week. The monthly retainer shall be earned as Services are performed during the applicable month and shall not be subject to discretionary acceptance by Company, provided that Consultant has materially performed the Services contemplated by this Agreement. Consultant shall provide a reasonable summary of hours worked and Services performed with each invoice. For any partial months worked, Consultant shall receive a prorated monthly fee of based on the number of days during a month that this Agreement is effective.

 

B. Hours Tracking; Overage Billing. Consultant shall maintain records of hours worked and shall provide a summary of hours with each monthly invoice. Consultant must receive written approval to perform more than 160 hours of Services in any calendar month. To the extent Consultant performs in excess of 160 hours in any month, the Consultant and Company shall meet to negotiate a potential increase to Consultant’s compensation for that month.

 

C. Guaranteed Period. If Company terminates this Agreement without Cause during the Guaranteed Period, Company shall remain obligated to pay Consultant the full monthly Consulting Fee for each month remaining in the Guaranteed Period, without offset or reduction, in accordance with the payment terms below. For the avoidance of doubt, such payments shall not require Consultant to continue performing Services after the effective date of termination unless the Parties otherwise agree in writing.

 

D. Expenses. Company shall reimburse Consultant for all reasonable out-of-pocket expenses actually incurred in connection with the Services, provided that such expenses are approved in advance in writing by an authorized representative of Company and supported by customary documentation.

 

E. Invoices; Payment Terms. Consultant shall submit monthly invoices for the Consulting Fee, any approved overage fees, and any approved expenses. Payment terms are net ten (10) days after receipt of invoice. Company shall notify Consultant in writing of any good-faith dispute regarding an invoice within five (5) business days after receipt, and shall timely pay all undisputed amounts when due.

 

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EX-10.3 4 ex10-3.htm EX-10.3

 

Exhibit 10.3

 

 

EMPLOYMENT AGREEMENT

 

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is dated for reference March 16, 2026, BETWEEN:

 

STREAMEX CORP., a company incorporated under the laws of the State of Delaware and having an office at 2431 Aloma Ave., Suite 243, Winter Park, Florida 32792.

 

(the “Company”)

 

OF THE FIRST PART

 

AND:

 

CHRISTINE PLUMMER, a person with a residence at [address redacted].

 

(the “Employee”)

 

OF THE SECOND PART

 

(collectively, the “Parties”)

 

WHEREAS:

 

A. The Company is a fintech company operating in the commodities and blockchain spaces that is developing tokenization infrastructure, a financing tool and exchange for commodities, and other real- world assets.
     
B. The Company and the Employee wish to continue the Employee’s employment relationship on the terms and conditions described in this Agreement;

 

NOW THEREFORE in consideration of the premises and mutual covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by both parties, the parties hereby covenant and agree with each other as follows:

 

1. EMPLOYMENT

 

1.1. Effective Date. This Agreement shall be effective as of March 16, 2026 (the “Effective Date”).
     
1.2. Term. The Employee’s employment will continue indefinitely until terminated in accordance with section 4 below (the “Term”).
     
1.3. Position. As of the Effective Date, the Company agrees to employ the Employee and the Employee agrees to serve the Company in the position of Chief Financial Officer in addition to any other title the Employee may hold with the Company. The term of this Agreement and employment are indefinite, but the employment and this Agreement may be terminated by either party as provided herein.

 

 

 

1.4. Duties and Reporting. The Employee shall report directly to the Chief Executive Officer and shall have a direct reporting relationship to the Board of Directors and the Audit Committee of the Board (the “Audit Committee”) with respect to financial and accounting matters. The Employee shall have the duties, responsibilities and authorities commensurate with the Employee’s role as Chief Financial Officer, as may be assigned by the Company from time to time, including without limitation: (a) overseeing all financial and accounting operations of the Company; (b) serving as the Company’s principal financial officer and principal accounting officer for purposes of filings with the U.S. Securities and Exchange Commission (“SEC”); (c) certifying the Company’s periodic reports and other filings with the SEC as required by the Securities Exchange Act of 1934 and the Sarbanes- Oxley Act of 2002, including Sections 302 and 906 certifications; (d) establishing and maintaining the Company’s disclosure controls and procedures and internal control over financial reporting in compliance with applicable SEC rules and regulations; (e) attending and presenting reports at meetings of the Board and the Audit Committee, and such other committees of the Board as may be requested from time to time; (f) overseeing the Company’s relationship with its independent registered public accounting firm; and (g) such other duties as are customary for a chief financial officer of a publicly traded company listed on The Nasdaq Stock Market.
     
1.5. Devotion of Time. The Employee hereby agrees to devote sufficient attention, abilities and energy to the faithful performance of the duties of the position and to the promotion of the business and affairs of the Company and shall not engage in any other work for remuneration without the written consent of the Board. The Employee agrees not to engage in any other employment or business activity which would either interfere with the Employee’s ability to perform their duties under this Agreement or place the Employee into a conflict of interest without prior written authorization by the Company. The Employee agrees to conduct themselves in a diligent, competent and businesslike manner, and will at all times act faithfully, honestly, and in a manner consistent with the best interests of the Company. Notwithstanding the foregoing, nothing shall preclude the Employee from engaging in professional, educational, religious, civic, charitable or similar types of activities, community affairs and/or managing the Employee’s (or the Employee’s family’s) personal investments and affairs, provided that these activities do not interfere or conflict with the performance of the Employee’s duties and responsibilities hereunder.
     
1.6. Conflict of Interest. The Employee will disclose actual or potential business conflicts of interest to the Company. Any uncertainty as to whether such a conflict exists will be raised by the Employee for determination by the Company, acting reasonably.
     
1.7. Location of Performance of Work. The position will be fully remote. At the request of the Company and subject to the below, the Employee will work from the Company’s office, located at 2431 Aloma Avenue, Suite 243, Winter Park, Florida 32702 for reasonable periods of time.
     
1.8. Company Policies and Procedures. The Employee will comply with all lawful policies, rules and procedures established by the Company from time to time that have been provided to the Employee in advance, including any future revisions of such policies, rules and procedures.

 

2. COMPENSATION

 

2.1. Salary. For 2026, the Company shall pay the Employee a gross annual salary of USD $350,000, payable by equal semi-monthly installments in arrears. For all purposes of this Agreement, “Annual Salary” means the remuneration described in this section 2.1 (subject to adjustment as provided below), and does not include any other payments such as bonuses, share options, benefits, or amounts of a similar nature.

 

 

 

2.2. Review. The Company shall review the Annual Salary annually and shall make any adjustments it determines are reasonable and as approved by the Board, who shall take into account, but shall not be limited to considering, the Employee’s performance, the financial and operating success of the Company in the preceding twelve (12) months and salaries for comparable positions in the marketplace. In no case shall the Annual Salary be reduced, unless by mutual agreement, such agreement to be in writing.

 

2.3. Annual Bonus. The Employee shall be entitled to an annual bonus (the “Annual Bonus”) each year during the Employee’s employment based on the Employee’s achievement on the performance of the balance sheet portfolio and individual performance goals established by the Company and Employee at the start of the year. Except as otherwise set forth in this Section 2.3 and in Sections 4.3 and 4.4 below, the Employee must remain employed with the Company on the Annual Bonus payment date (defined below) in order to be eligible to receive any Annual Bonus for that fiscal year. Any Annual Bonus shall be payable to the Employee when annual bonuses are normally paid to employees of the Company following the end of the relevant fiscal year, but in no event later than July 1 of the calendar year next following the end of the fiscal year to which the Annual Bonus relates (“Annual Bonus Payment Date”). Notwithstanding the foregoing, in the event of a Change in Control prior to the payment of an Annual Bonus for any fiscal year, the Annual Bonus for that fiscal year shall be paid to the Employee upon the occurrence of the Change in Control. Notwithstanding anything to the contrary herein, any Annual Bonus and other incentive compensation paid to the Employee shall be subject to any clawback or recoupment policy adopted by the Company, including any policy adopted to comply with applicable law or stock exchange listing requirements, including without limitation the requirements of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder, and the Employee agrees to promptly return any amounts subject to recovery under any such policy.

 

2.4. Equity Incentive Awards.

 

(a) 2026 Annual Equity Incentive Award. Subject to the approval of the Compensation Committee of the Board of Directors of the Company (the “Committee”) the Company will grant the Employee a restricted stock unit award covering five hundred thousand (500,000) shares of the Company’s common stock (the “2026 RSU Award”). Subject to the Employee’s continuous employment through each applicable vesting date, the 2026 RSU Award will vest in sixteen quarterly installments, as of the first day of each calendar quarter after the Effective Date, such that the 2026 RSU Award shall become fully vested forty eight (48) months following the Effective Date, provided that the 2026 RSU Award will become fully vested upon (i) a Protected Termination, or (ii) a Change in Control. For the avoidance of doubt, the 2026 RSU Award may be partially or fully vested immediately on grant.

 

(b) Post-2026 Annual Equity Incentive Award. For fiscal years after the Company’s 2026 fiscal year, the Employee will be entitled to participate in any equity incentive plan maintained by the Company for the benefit of its executives.

 

(c) Withholding Taxes. Unless otherwise elected by the Employee, any federal, state, local or other taxes required to be withheld by the Company or its subsidiaries in respect of any taxable event relating to any equity incentive award described in this Section 2.4 shall be satisfied by the Company withholding a number of shares of the Company’s common stock subject to the applicable equity incentive award having a fair market value equal to the amount of taxes required to be withheld by the Company or its subsidiaries.

 

 

 

(d) Adjustments. If, prior to the grant of any restricted stock units pursuant to Section 2.4(a) or 2.4(b), there is (i) any change in the outstanding shares of the Company’s stock due to a stock dividend or distribution, a subdivision of the outstanding shares, a combination or consolidation of the outstanding shares into a lesser number of shares, a reclassification, an exchange of shares, or any other increase or decrease in the number of outstanding shares of the Company’s stock effected without the receipt of consideration by the Company, or (ii) the declaration of an extraordinary dividend payable in a form other than shares of the Company’s stock, a recapitalization, a merger, a reorganization, or a similar occurrence affecting the Company’s stock, then proportionate and equitable adjustments will automatically be made to the number or kind of shares to be covered by any restricted stock unit award to be granted pursuant to Sections 2.4(a) and 2.4(b) in order to preserve the original intent of this Agreement.

 

2.5. Benefits. During the Term, the Employee will be entitled to participate in all employee benefit plans, practices, and programs maintained by the Company, as in effect from time to time (collectively, “Employee Benefit Plans”), on a basis which is no less favorable than the benefits provided to other similarly situated senior executives of the Company, to the extent consistent with applicable law and the terms of the applicable Employee Benefit Plans. The Company reserves the right to amend or terminate any Employee Benefit Plans at any time in its sole discretion, subject to the terms of such Employee Benefit Plan, appliable law, and the terms and conditions of this Agreement.

 

2.6. Incentive Plans. The Employee shall be entitled to participate in any other incentive programs for the Company’s employees, including, without limiting the generality of the foregoing, restricted share units, share option plans, share purchase plans, profit sharing or bonus plans from time to time pursuant to the terms and conditions of such incentive plan, and all at the discretion of the Board.

 

2.7. Vacation. The Employee shall be entitled to five weeks of vacation each calendar year, or such greater amount as the Company may approve. Such vacation is to be taken by the Employee in each calendar year at mutually convenient times and should not be accrued or carried over into the next or subsequent years without the consent of the Company.

 

2.8. Expenses. The Employee shall be reimbursed by the Company for all out-of-pocket expenses actually, necessarily and properly incurred by the Employee in the discharge of duties for the Company. The Employee agrees that such reimbursements shall be due only after the Employee has rendered an itemized expense account, together with receipts where applicable, showing all monies actually expended on behalf of the Company and such other information as may be required and requested by the Company. If, during the Term, any dispute arises between Employee and the Company regarding this Agreement, any other agreements governing Employee’s equity or compensation, or Employee’s employment with the Company, the Company shall reimburse Employee for all legal fees and expenses reasonably incurred by Employee in connection with such dispute, but only if Employee prevails to a substantial extent with respect to Employee’s claims or defenses brought and pursued in connection with such dispute. The Company shall pay such reimbursement as soon as practicable following the resolution of the dispute (whether or not appealed) to the extent the Company receives written evidence of such fees and expenses.

 

2.9. Statutory Deductions and Taxes. The Company will be entitled to withhold from any compensation, benefits or amounts payable under this Agreement, all applicable federal or state, and local taxes and other statutory deductions as may be required from time to time pursuant to any law or governmental regulation or ruling.

 

 

 

2.10. Indemnification. The Company shall fully indemnify and hold the Employee harmless to the maximum extent permitted under applicable law for any act(s) and/or omission(s) of the Employee in the course of the Employee’s employment, officer service, Board service, or the like.

 

2.11. Directors’ and Officers’ Insurance. The Company will at all times, at its expense, obtain and maintain commercially reasonable and appropriate directors’ and officers’ liability insurance (including Side A coverage) covering the Employee, in such form and with such limits as are customarily maintained by similarly situated public companies, and will continue to provide such coverage (or equivalent “tail” coverage) sufficient to fully protect the Employee following the Employee’s termination of employment.

 

2.12. Attorneys’ Fees. The Company will reimburse the Employee for any reasonable costs and expenses, including attorneys’ fees, incurred by the Employee in connection with the review, negotiation, preparation, and entering into of this Agreement up to two thousand five hundred dollars ($2,500), subject to the Employee providing the Company with reasonable evidence of any such costs and expenses. Any reimbursement, less applicable deductions and withholdings, will be paid to the Employee within one hundred twenty (120) days following the Effective Date.

 

3. ADDITIONAL OBLIGATIONS OF THE EMPLOYEE

 

3.1. Compliance with Laws and Company Policies. The Employee shall at all times comply with all applicable laws, rules and regulations, including without limitation the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, and any rules and regulations promulgated thereunder, as well as all rules and regulations of The Nasdaq Stock Market applicable to the Company. The Employee shall also comply with all Company policies, including without limitation any code of ethics, code of conduct, insider trading policy, and any clawback or recoupment policy adopted by the Company.

 

3.2. Business Opportunities. The Employee agrees to communicate at once to the Company, via the CEO, all relevant business opportunities which the Employee reasonably feels may be of interest to the Company based on the Company’s strategy as articulated at the time, and which come to the Employee in their capacity as such or otherwise in the course of the Company’s business.

 

  3.3 Non-Competition. During the term of this Agreement and for a period of twelve (12) months following the termination of Employee’s employment with the Company for any or no reason, Employee shall not, directly or indirectly (whether as a sole proprietor, owner, employer, partner, investor, shareholder, member, employee, consultant, or otherwise) engage in, or assist any other person in engaging in Competitive Activities. For purposes of this provision “Competitive Activities” means, for profit-seeking or business reasons, utilizing blockchain or cryptocurrency technology for the tokenization of commodities, interests in commodities (including derivatives thereon, royalty streams, or other interests), securities, real estate, or other goods or services.

 

4. RESIGNATION AND TERMINATION

 

4.1. Accrued Obligations. Upon termination of Employee’s employment for any reason, Employee shall receive (a) Employee’s unpaid Annual Salary through the date of termination; (b) all of Employee’s accrued, but unused vacation and/or paid time off time; (c) any unpaid expense reimbursements accrued by Employee as of the date of termination; and (d) any earned but unpaid Annual Bonus from a prior fiscal year ((a) through (d), the “Accrued Obligations”).

 

4.2. Resignation without Good Reason. If the Employee resigns from the Company without Good Reason, the Employee will be required to provide the Company with one month’s advance written notice of the Employee’s resignation. This notice may be waived in whole or in part by the Company.

 

 

 

4.3. Protected Termination. In the event of a Protected Termination, and provided that Employee executes and does not revoke a separation agreement containing a full general release, covenant not to sue, and other terms acceptable to the Company within sixty (60) days following the date of termination and continues to comply with Employee’s obligations pursuant to this Agreement, in addition to the Accrued Obligations, Employee shall also receive: (a) an amount equal to six (6) months’ of Employee’s then in-effect Annual Salary (or, if such termination is due to Employee resigning for Good Reason as a result of a reduction in Employee’s Annual Salary, the Annual Salary in effect prior to such reduction), payable in equal installments in accordance with the Company’s normal payroll practices commencing on the first payroll date following the sixtieth (60th) day after the date of termination; (b) continued health, dental, and vision coverage (or reimbursement for the cost thereof) in accordance with this Agreement for a period of six (6) months following the date of termination; (c) a prorated Annual Bonus for the year of termination, based on actual performance, payable at the same time bonuses are paid to other executives; and (d) full accelerated vesting of any unvested RSUs or other equity granted to Employee by the Company.

 

4.4. Death or Disability. In the event of a termination of Employee’s employment as a result of Employee’s death or Disability, in addition of the Accrued Obligations, Employee (or Employee’s estate) shall also receive a prorated Annual Bonus for the year of termination.

 

4.5. Return of Property. On the cessation of employment for any reason, the Employee agrees to deliver to the Company all documents, statements, records, plans and papers of every nature, in any way relating to the affairs of the Company and its subsidiaries or affiliated companies, if any, which are in the Employee’s possession or control. Notwithstanding anything to the contrary in this Agreement, Employee may retain Employee’s contact lists, whether in electronic or paper form (e.g. rolodex, Outlook contacts and calendar, etc.) and copies of documents related to Employee’s compensation and benefits.

 

4.6. Resignation of Positions. Upon termination of Employee’s employment for any reason, Employee shall be deemed to have resigned from all positions Employee holds as an officer or director of the Company and any of its subsidiaries or affiliates, and Employee agrees to execute any documents reasonably requested by the Company to confirm such resignations.

 

5. MISCELLANEOUS

 

5.1. Applicable Laws. This Agreement and the employment of the Employee shall be governed, interpreted, construed and enforced according to the laws of the State of Florida.

 

5.2. Employee Information. The Employee acknowledges that the Company will be collecting, using and disclosing personal employee information for the purposes of establishing, managing or terminating Employee’s employment relationship with the Company in accordance with applicable privacy law and the Employee hereby consent to such collection, use and disclosure.

 

5.3. Time. Time shall be of the essence of this Agreement.

 

5.4. Cooperation. Following the termination of Employee’s employment for any reason, Employee agrees to cooperate with the Company and its counsel in connection with any investigation, administrative proceeding, litigation, or other legal matter arising out of or relating to any matter in which Employee was involved or of which Employee has knowledge as a result of Employee’s employment with the Company. The Company shall reimburse Employee for reasonable out-of-pocket expenses incurred by Employee in connection with such cooperation and shall compensate Employee at an hourly rate commensurate with Employee’s final Annual Salary for time spent on such cooperation in excess of ten (10) hours per calendar quarter. Such cooperation shall include, without limitation, being available to meet with the Company’s counsel, providing truthful information and testimony, and assisting in the preparation of documents or responses to discovery requests.

 

 

 

5.5. Entire Agreement. This Agreement represents the entire Agreement between the Employee and the Company concerning the subject matter hereof and supersedes any previous oral or written communications, representations, understandings or agreements with the Company or any officer or agent thereof.

 

  5.6 Modification and Waiver. No provision of this Agreement may be amended or modified unless such amendment or modification is agreed to in writing and signed by the Employee and the CEO of the Company. No waiver by either of the parties of any breach by the other party hereto of any condition or provision of this Agreement to be performed by the other party hereto shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time.

 

5.7. Notices. Any notice, acceptance or other document required or permitted hereunder shall be considered and deemed to have been duly given if delivered by hand or mailed by postage prepaid and addressed to the party for whom it is intended at the party’s address above or to such other address as the party may specify in writing to the other and shall be deemed to have been received if delivered, on the date of delivery, and if mailed as aforesaid, then on the second business day following the date of mailing thereof, provided that if there shall be at the time of mailing or within two business days thereof a strike, slowdown or other labor dispute which might affect delivery of notice by the mails, then the notice shall only be effective if actually delivered.

 

5.8. Severance. If any provision of this Agreement is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provision or part of such provision and the remaining part of such provision, and all other provisions of this Agreement shall continue in full force and effect.

 

5.9. Independent Legal Advice. The Employee acknowledges that the Employee has been given a full opportunity to review this Agreement, has understood it, has obtained or had the opportunity to obtain independent legal advice in respect of this Agreement and is signing it voluntarily.

 

5.10. 409A Compliance.

 

(a) In General. This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), or an exemption thereunder and shall be construed and administered in accordance with such intent. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any nonqualified deferred compensation payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible.

 

(b) Specified Employees. Notwithstanding any other provision of this Agreement, if any payment or benefit provided to the Employee in connection with the Employee’s termination of employment is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Employee is determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i), then such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of the date of the Employee’s termination or, if earlier, the Employee’s death (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date and interest on such amounts calculated based on the applicable federal rate published by the Internal Revenue Service for the month in which the Employee’s separation from service occurs shall be paid to the Employee in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule.

 

 

 

(c) Reimbursements. In the case of any reimbursements (or in-kind benefits) provided for under the Agreement that are subject to, and not exempt from Section 409A, (i) the amount of expenses eligible for reimbursement (or in-kind benefits provided) during a calendar year will not affect the expenses eligible for reimbursement (or in-kind benefits to be provided) in any other calendar year, (ii) any reimbursement will in any case be made on or before December 31st of the calendar year following the calendar year in which the eligible expense was incurred, and (iii) the right to reimbursement (or in-kind benefits) will not be subject to liquidation or exchange for another benefit. Notwithstanding the foregoing, Section 2.12 will govern any tax gross-up to be provided pursuant to Section 2.12.

 

5.11 Definitions. As used herein,

 

“Cause” means (i) Employee’s gross negligence or willful misconduct which results in material harm to the Company; (ii) Employee’s persistent and willful failure to observe, perform or fulfill any material duties or material obligations to the Company following written notice from the Company describing such failure; (iii) Employee’s conviction of, or plea of guilty or nolo contendere to, a felony (non-vehicular) or crime of moral turpitude; (iv) the Employee’s material violation of the Company’s written policies or codes of conduct, including written policies related to discrimination, harassment, performance of illegal or unethical activities, and ethical misconduct; (v) the Employee’s engagement in conduct that brings or is reasonably likely to bring the Company negative publicity or into public disgrace, embarrassment, or disrepute; (vi) the Employee’s material breach of fiduciary duty to the Company or its shareholders; or (vii) the Employee’s commission of any act of fraud, embezzlement, or misappropriation against the Company. With respect to the preceding items (i), (ii), (iv), and (v), no Cause shall exist unless the Company has provided Employee with written notice of termination describing the particular circumstances giving rise to Cause, and has provided the Employee with the opportunity to cure, to the extent reasonably susceptible to cure, such circumstances within thirty (30) days after receiving such notice. If the Employee so effects a cure, the notice of Cause shall be deemed rescinded and of no force or effect.

 

“Change in Control” means the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events:

 

(i) any Exchange Act Person (as defined below) becomes (including through a series of transactions occurring within a twelve (12) month period ending on the date of most recent transaction by such person) the beneficial owner, directly or indirectly, of securities of the Company representing more than 35% of the combined voting power of the Company’s then outstanding securities;

 

(ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto do not beneficially own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting power of the surviving entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power of the parent of the surviving entity in such merger, consolidation or similar transaction, in each case in substantially the same proportions relative to each other as their beneficial ownership of the outstanding voting securities of the Company immediately prior to such transaction;

 

 

 

(iii) a majority of the Company’s directors is replaced during any twelve (12) month period by new directors whose appointment is not endorsed by a majority of the Board before the appointment;

 

(iv) Any Exchange Act Person acquires (or has acquired within a twelve (12) month period ending on the date of most recent acquisition by such person) assets from the Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Company immediately before such acquisition or acquisitions;

 

(v) the stockholders of the Company approve or the Board approves a plan of complete dissolution or liquidation of the Company, or a complete dissolution or liquidation of the Company shall otherwise occur, except for a liquidation into a parent corporation; and

 

(vi) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of the Company and its subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its subsidiaries to an entity, more than 50% of the combined voting power of the voting securities of which are beneficially owned by stockholders of the Company in substantially the same proportions relative to each other as their beneficial ownership of the outstanding voting securities of the Company immediately prior to such sale, lease, license or other disposition

 

To the extent required to comply with Section 409A, a Change in Control will be considered to have occurred only to the extent that the event or transaction represents a “change in control event” under Section 409A.

 

“Disability” means Employee’s incapacity due to physical or mental illness or injury as determined in writing and in good faith by a qualified independent physician, mutually acceptable to Employee and the Company, that Employee shall have been unable to perform Employee’s duties hereunder for a period of one hundred and eighty (180) consecutive days.

 

“Exchange Act Person” means any natural person, entity or “group” (a “Group”) (within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)) of which the Employee is not a part, except that “Exchange Act Person” shall not include (A) the Company or any subsidiary thereof (“Subsidiary”), (B) any employee benefit plan of the Company or of any Subsidiary or any trustee or other fiduciary holding securities under an employee benefit plan of the Company or of any Subsidiary, (C) an underwriter temporarily holding securities pursuant to an offering of such securities, (D) an entity beneficially owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their beneficial ownership of stock of the Company; or (E) any other natural person, entity or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act) that, as of the Adoption Date, is the beneficial owner, directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding securities.

 

“Good Reason” means the termination of employment by Employee as a result of the existence or occurrence of one or more of the following conditions or events: (i) a material diminution in Employee’s Annual Salary or Annual Bonus; (ii) a material diminution in Employee’s authority, duties, job title, board position, or responsibilities, or a change to Employee’s reporting structure; (iii) a material change to the geographic location at which Employee must provide the services; (iv) the failure or refusal of a successor to the Company to materially assume the Company’s obligations under this Agreement; or (v) any other action or inaction by the Company that constitutes a material breach of the terms of this Agreement or any other agreement between Employee and the Company. No Good Reason shall exist unless Employee has given written notice to the Company within ninety (90) days of the existence of the Good Reason condition(s) and until the Company has had thirty (30) days to cure such event after the date of Employee’s written notice. Notwithstanding anything to the contrary contained in this Agreement, any other agreement between Employee and the Company, or any other equity, incentive, or deferred compensation plan applicable to Employee, Employee’s resignation with Good Reason hereunder shall be treated as a termination of Employee’s employment by the Company without Cause and, in the event of Employee’s resignation with Good Reason, Employee shall be entitled to receive all compensation and benefits available to Employee in the event of a without Cause.

 

“Protected Termination” means a termination by the Company without Cause or by the Employee for Good Reason.

 

(The remainder of this page intentionally left blank. Signature page to follow.)

 

 

 

IN WITNESS WHEREOF the parties have executed this Agreement, effective as of the date first above written.

 

STREAMEX CORP.:  
     
By: /s/ Henry McPhie  
  Henry McPhie, CEO  

 

THE EMPLOYEE:  
   
/s/ Christine Plummer  
Christine Plummer  

 

 

 

EXHIBIT A

 

CONFIDENTIALITY, INTELLECTUAL PROPERTY

AND RESTRICTIVE COVENANT AGREEMENT

 

(see attached)

 

 

 

 

CONFIDENTIALITY, INTELLECTUAL PROPERTY

AND RESTRICTIVE COVENANT AGREEMENT

 

As a condition of my employment with Streamex Corp., a Delaware corporation, including its subsidiaries, affiliates, successor or assigns (the “Company”), I agree with the following terms as of March 16, 2026:

 

1. Term. I understand that this Agreement applies to my employment with the Company in any capacity, at any time, and will continue to apply if my position or responsibilities change, or if there are breaks in my employment. I agree that this Agreement will not be deemed a commitment by the Company to employ me for any specific period or in any specific manner. I acknowledge that I am employed by the Company on an at-will basis and that either the Company or I may terminate my employment at any time for any reason, with or without notice.

 

2. Confidential Information.

 

a. I understand that, as a result of my employment with the Company, I will obtain and have access to extensive and valuable Confidential Information belonging to the Company. I agree at all times during my employment and thereafter to safeguard, hold in strictest confidence, and not to disclose Confidential Information to any person or entity outside of the Company, except as authorized in writing by the Company. I understand that the term “Confidential Information” means any Company non- public information that relates to the actual or anticipated business or research and development of the Company, technical data, trade secrets or know-how, production practices, operations and methods of doing business, and any other proprietary business information including, but not limited to, the Company’s: (i) strategic plans, partnerships, marketing plans and studies, research or other information regarding Company’s business developments and investments; (ii) customer lists and information including but not limited to, the identity and authority of their key contact persons, payment methods, and order histories and patterns; (iii) software development plans and information including but not limited to software, source code, object code, smart contracts (including on-chain, off-chain, testnet, staging, and unpublished versions), repositories, build artifacts, deployment scripts, Infrastructure-as-Code, configuration files, CI/CD pipelines, test suites, and documentation; (iv) cryptographic materials and secrets including but not limited to private keys, seed phrases, key shards, passphrases, multi-party computation or threshold signing parameters, derivation paths, key rotation schedules, hardware security module configurations, custody and wallet procedures, and any information or process that enables control, transfer, or administrative access to digital assets, systems, or accounts; (v) security-related information including but not limited to network and system architecture, validator or node configurations, access controls, audit logs, monitoring dashboards, penetration tests, code audits, vulnerability reports, exploit proofs-of-concept, threat models, incident response plans, forensics, and remediation work product; (vi) protocol, product, and research information including but not limited to blockchain or protocol designs and parameters, consensus mechanisms, cross-chain or bridging designs, oracle integrations, governance mechanisms and strategies, token economics, issuance/vesting/liquidity plans, market-making arrangements, pricing logic, algorithms, models, datasets, simulations, experiments, A/B tests, and roadmaps; (vii) operational information including but not limited to runbooks, reliability playbooks, cloud and infrastructure configurations, container images, deployment schedules, support and ticketing records, vendor integrations, API keys and tokens; (viii) employee personnel and payroll information for employees other than me; (ix) lists and information regarding contractors, consultants, advisors, vendors, suppliers, or investors; (x) developments, inventions, processes, compositions, formulas, techniques, technology, devices, designs, plans and drawings, engineering, hardware configuration information, work-in-process, databases, manuals, or any trade secrets, know-how, or intellectual property; (xi) training materials of any kind; (xii) financial statements, forecasts and budgets, accounting records, accounting information and other financial information; (xiii) any other business information identified as confidential or reasonably understood to be confidential relating to the Company which is disclosed to me or created, developed or generated by me during the course of my employment; and (xiv) any notes, documents, summaries, memoranda or other compilations or documents that reference, are based on or incorporate any of the foregoing. “Confidential Information” also includes information that the Company receives from third parties (e.g., the Company’s customers, suppliers, investors, vendors, contractors, consultants, advisors, partners, or collaborators), including, but not limited to, a third party’s personal information, business practices, technology, intellectual property, and information related to the business conducted between the Company and such third parties.

 

 

 

b. “Confidential Information” does not include any information that: (i) arises from my general training, knowledge, skill, or experience, whether gained on the job or otherwise; (ii) is readily ascertainable to the relevant public through no wrongful act of mine or of others who were under confidentiality obligations; or (iii) I otherwise have a right to disclose as legally protected conduct.

 

c. I understand that my unauthorized use or disclosure of Confidential Information during my employment may lead to disciplinary action, up to and including termination and legal action by the Company. If there is any reasonable question about whether particular information constitutes Confidential Information or may be properly disclosed, I will seek authorization from an officer of the Company. I represent that my performance of all of the terms of this Agreement has not breached and will not breach any other agreement by which I am bound to hold in confidence proprietary information acquired by me from any other party. I agree that I will not, during my employment with the Company, improperly use or disclose any proprietary information or trade secrets of any other party and I will not bring such information onto the Company’s premises.

 

3. Intellectual Property.

 

a. Assignment; Company IP. I understand and agree that works of authorship that I create within the scope of my employment with the Company will be considered “works made for hire” to the maximum extent permitted by the Copyright Act. I hereby assign to the Company all right, title and interest to all patents and patent applications, all inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports and all similar or related information (in each case whether or not patentable), all copyrights and copyrightable works (to the extent not deemed “works made for hire”), all trade secrets, confidential information and know-how, and all other intellectual property rights (collectively the “Intellectual Property”) that are conceived, reduced to practice, developed or made by me during my employment with the Company (including prior to my signing this Agreement) (collectively the “Company IP”) and I will promptly disclose all Company IP to the Company. The term “Company IP” will not include any Intellectual Property that (i) I cannot be required to so assign by law (including, without limitation, pursuant to the applicable statutory provision for my state of employment, if any), or (ii) otherwise meets all of the following requirements: (A) the Intellectual Property is developed entirely on my own time, (B) the Intellectual Property is developed entirely without use of any of the Company’s facilities, equipment, Confidential Information or other assets, and (C) the Intellectual Property is not useful for or related to the business of the Company or the Company’s actual or demonstrably anticipated research or development. I understand and agree that the decision whether or not to commercialize or market any Intellectual Property developed by me solely or jointly with others is within the Company’s sole discretion and for the Company’s sole benefit and that no royalty or other consideration will be due to me as a result of the Company’s efforts to commercialize or market any such Intellectual Property.

 

b. Moral Rights. To the extent allowed by law, the assignment in Section 3(a) includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like (collectively “Moral Rights”). To the extent I retain any Moral Rights under applicable law, I hereby ratify and consent to any action that may be taken with respect to such Moral Rights by or authorized by the Company and agree not to assert any Moral Rights with respect thereto. I will confirm any such ratifications, consents and agreements from time to time as requested by the Company.

 

c. Records. In order to ensure that the Company will be able to acquire, perfect and use Company IP, I will: (i) transfer possession, ownership, and title to media, models, and other tangible objects containing Company IP to the Company; (ii) sign any documents at the Company’s request to assist the Company in the documentation, perfection, and enforcement of its rights, and (iii) provide the Company with support and reasonable access to information for recording, perfecting, securing, defending, and enforcing its right, title and interest in and to all Company IP. I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agents and attorneys-in-fact, coupled with an interest and with full power of substitution, to act for and on my behalf to execute and file any documents and to do all other lawfully permitted acts in order to perfect the foregoing assignments and the Company’s other rights under this Agreement.

 

d. Prior Intellectual Property. I have listed on Exhibit A a detailed description of all Intellectual Property that I have created prior to commencement of my employment with the Company that in any way relates to the Company’s business and to which I retain any ownership rights or interest (“Prior Intellectual Property”). If no such list is provided, I represent that there is no Prior Intellectual Property. If, in the course of my employment with the Company, I incorporate into the Company a product, process, service, work of authorship or other work product, or use in connection with my employment with the Company, any Prior Intellectual Property in which I have rights, then I agree to promptly advise the Company and I hereby grant to the Company a nonexclusive, royalty-free, fully paid-up, irrevocable, perpetual, worldwide license (with unlimited right to sublicense) to make, use, sell, import, export, reproduce, copy, transmit, distribute, publicly perform, publicly display, and make derivative works based upon, such Prior Intellectual Property.

 

 

 

e. Non-Assigned IP. If any part of the Company IP is based on, incorporates, or is an improvement or derivative of, or cannot be reasonably and fully made, used, reproduced, distributed and otherwise exploited without using or violating any technology or intellectual property rights that are owned by or licensed to me and which are not or cannot be assigned pursuant to Section 3(a) for any reason, I hereby grant the Company and its successors a perpetual, irrevocable, worldwide, royalty-free, non- exclusive, sublicensable right and license to exploit and exercise all such technology and intellectual property rights in support of the Company’s exercise or exploitation of the Company IP, other work or information performed or provided hereunder, or any assigned rights (including any modifications, improvements and derivatives of any of them).

 

4. No Conflicts. I listed on Exhibit A all agreements that may restrict my ability to disclose or use any Prior Intellectual Property. I acknowledge that there is no agreement that prevents me from accepting employment with, or performing my duties for, the Company. I will not enter into any agreements that conflict with the terms of this Agreement. If the Company is sued based on any obligation or agreement to which I am a party or am bound (other than my agreements with the Company), I agree to fully indemnify the Company for any and all losses the Company incurs, as well as any reasonable attorneys’ fees and costs, as a result of any legal action related to such breach of my obligations or agreements.

 

5. Termination Certification. If my employment with the Company is terminated for any reason, I agree to immediately: (a) update all of my social media accounts, including but not limited to Facebook, LinkedIn, and X (formerly known as Twitter) to delete any information, assertions or suggestions to the effect that I am a current employee of the Company or otherwise affiliated with the Company; and (b) sign and deliver to the Company the Termination Certification in the form attached as Exhibit B. I also agree to keep the Company advised of my home and business address for one (1) year after termination of my employment.

 

6. Return of Company Property. I agree that within five (5) business days of termination of my employment for any reason, or upon request by the Company at any time, I will return and will not keep in my possession, recreate, or deliver to anyone else, any and all Confidential Information and Company property, including, but not limited to, electronic devices, equipment, documents, notes, files, and business information in any form. In the event that any of such documents, notes, files, and business information are not stored in tangible form capable of exclusive re-delivery, I will upon the Company’s request promptly destroy all such copies of same in lieu of surrendering them to the Company, with written confirmation of such destruction given to the Company. I agree to participate in an exit interview and to confirm in writing that I have returned all Company property.

 

7. Trade Secrets. I understand that under the federal Defend Trade Secrets Act, 18 U.S.C. § 1833(b), or any other applicable law, nothing in this Agreement prevents me from, or exposes me to criminal or civil liability under any federal or state trade secret law for, (a) directly or indirectly sharing any of the Company’s trade secrets or Confidential Information with an attorney or with any federal, state, or local government agencies, regulators, or officials for the purpose of investigating or reporting a suspected violation of law, or (b) disclosing the Company’s trade secrets in a filing in connection with a legal claim, provided that such filing is made under seal. I acknowledge and understand that unless authorized under this Section, the misappropriation, unauthorized use, unauthorized taking, or unauthorized disclosure of any of the Company’s trade secrets could result in civil liability under applicable state and federal law.

 

8. Publicity. I hereby consent to any and all uses and displays, by the Company and its agents, of my name, voice, likeness, image, appearance, and biographical information in, on or in connection with any pictures, photographs, audio and video recordings, digital images, websites, television programs and advertising, other advertising, sales, and marketing brochures, books, magazines, other publications, CDs, DVDs, tapes, and all other printed and electronic forms and media throughout the world, at any time during or after the period of my employment by the Company, for all legitimate business purposes of the Company (“Permitted Uses”). I hereby forever release the Company and its directors, officers, employees, and agents from any and all claims, actions, damages, losses, costs, expenses, and liability of any kind, arising under any legal or equitable theory whatsoever at any time during or after the period of my employment by the Company, in connection with any Permitted Use. I understand that no special compensation will be provided to me for use of my image and that I may not be informed in advance of the specific use of my image.

 

 

 

9. Non-Solicitation of Customers and Employees. I understand and acknowledge that the Company’s business and employment relationships are critically important, extremely valuable, and the result of the expenditure of time, effort, and substantial resources by the Company, and that the loss of its business and employment relationships would cause significant and irreparable harm to the Company. I therefore agree and covenant that during the period of my employment and for twelve (12) months thereafter (collectively, the “Restricted Period”), not to directly or indirectly induce, solicit, or attempt to persuade (whether in person, through social media or other electronic or non-electronic communication, or otherwise) any (a) customer, limited partner, or other business relation of the Company whom I had Business Contact (as defined below) or about whom I received or access Confidential Information to cease doing business with the Company and any (b) employee, independent contractor or other agent of the Company or any of its affiliates who worked or provided services at any time during the twelve (12) month period preceding the termination of my employment, regardless of the reason of the termination, to terminate his or her employment or other relationship or association with the Company or any such affiliate in order to enter into any employment relationship with or perform services for any other person or entity. For purposes of this Agreement, “Business Contact” means any communication, contact or interaction which takes place in the context of establishing, developing, maintaining, servicing or otherwise furthering a business relationship of transaction while employed by the Company.

 

10. New Employment / Notice to Third Parties. I agree to inform any individual or entity with whom I may seek to enter into a business or employment relationship of my obligations under this Agreement. I acknowledge that the Company may notify third parties without providing notice to me.

 

11. Non-Disparagement. I understand and agree that the Company’s reputation, brand, and goodwill are extremely valuable and the result of a substantial expenditure of its time, effort, and resources. Therefore, I will not make, or cause to be made, any statement or disclosure that disparages the Company, or any director, officer, employee, or customer of the Company, or assist any other person, business, or entity to do so; provided, however, that nothing herein shall preclude me from testifying as required by lawful subpoena or other legal process or making good faith reports to governing regulatory bodies or authorities or as otherwise provided in Section 12.

 

12. Permitted Disclosures. Nothing in this Agreement shall prohibit me from confidentially or otherwise (without informing the Company or its affiliates) communicating or filing a charge or complaint with a federal, state, local or other governmental agency or regulatory (including self-regulatory) entity, including concerning alleged or suspected criminal conduct or unlawful employment practices; participating in a governmental agency or regulatory entity investigation (or proceeding); or giving truthful testimony, statements, or disclosures to a governmental agency or regulatory entity, or if properly subpoenaed or otherwise required to do so under applicable law, including any regulation or legal process; or requesting or receiving confidential legal advice (at my own expense); or exercising protected rights under Section 7 of the National Labor Relations Act including but not limited to any protected right to communicate about lawfully acquired compensation information or other working conditions.

 

13. Technology. I acknowledge that I have no reasonable expectation of privacy in any computer, technology system, email, handheld device, telephone, or documents that are used to conduct the Company’s business. The Company has the right to audit and search all such items and systems, without further notice to me, and in its sole discretion. I also understand that I am not permitted to add any unlicensed, unauthorized or non-compliant applications, or unlicensed software to the Company’s technology systems.

 

14. General Provisions.

 

a. Representations and Affirmations. I acknowledge and agree that I have been advised by the Company to consult with a lawyer before entering into this Agreement. I expressly represent and warrant that my execution of this Agreement is knowing and voluntary, and that I was given sufficient time to review this Agreement prior to my acceptance of employment.

 

b. Entire Agreement. The provisions of this Agreement together with the attached Exhibits which are incorporated herein by reference constitute the entire agreement on these subjects between me and the Company. No other promises or agreements shall be binding or shall modify this Agreement unless reduced to writing and signed by me and the Company.

 

c. Jury Trial Waiver. I ACKNOWLEDGE AND AGREE THAT I AM WAIVING MY RIGHT TO A TRIAL BY JURY IN CONNECTION WITH ANY DISPUTE ARISING OUT OF THIS AGREEMENT.

 

 

 

d. Binding Arbitration. To the fullest extent permitted by applicable law, and in order to preserve the confidentiality of any Confidential Information, any disputes relating to my employment by the Company, this Agreement or any other agreement between the Company and/or any affiliate of the Company and me, or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate (the “Included Claims”) shall be exclusively determined by binding arbitration before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. The Parties specifically adopt and agree to the exclusive use of JAMS’ Emergency Relief procedures at Rule (c) of JAMS Comprehensive Arbitration Rules and Procedures to address any requests for emergency relief, including without limitation requests for preliminary injunctive relief, temporary restraining orders and/or any ex parte applications. This arbitration requirement shall not apply to any discrimination or harassment matters, criminal matters, matters for which arbitration is prohibited by law, or claims for unemployment or workers compensation (the “Excluded Claims”) and shall not prevent me from filing a charge with the EEOC or any other government agency; provided that, unless prohibited by applicable law, any subsequent legal action shall be subject to individual arbitration as provided herein. I understand that nothing in this Section 14 (d) prohibits me from:

 

(i) reporting any good faith allegation of unlawful employment practices to any appropriate federal, state, or local government agency enforcing discrimination laws;

 

(ii) reporting any good faith allegation of criminal conduct to any appropriate federal, state, or local official;

 

(iii) participating in a proceeding with any appropriate federal, state, or local government agency enforcing discrimination laws;

 

(iv) making any truthful statements or disclosures required by law, regulation, or legal process;

 

(v) filing a claim for workers’ compensation or unemployment benefits; and

 

(vi) requesting or receiving confidential legal advice.

 

e. Applicable Law and Venue. I agree and acknowledge that all provisions of this Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict-of-laws principles. Any arbitration under Section 14(d) shall be conducted in Orange County, Florida. Judgment on the award may be entered in any court of competent jurisdiction in Orange County, Florida.

 

f. Enforcement. Unless otherwise prohibited by applicable law, I agree to pay all costs, including reasonable attorneys’ fees and expenses, that the Company may incur in enforcing or defending this Agreement. If any action is brought by the Company for a violation of any the provisions in this Agreement, I agree that because of the immediate and irreparable injury the Company would sustain if such violation continued, an arbitrator may enter an order enjoining me from violating any provision of this Agreement. An arbitrator may enter this order temporarily, preliminarily, or as part of a final judgment in the litigation, all without a requirement that the Company post a bond. If contrary to this provision, an arbitrator shall require the Company to post bond in connection with the entry of an injunctive order, I agree that such bond shall be without surety and may stand as the Company’s own undertaking. The Company’s application for injunctive relief shall not prejudice any other claim or cause of action which it may pursue for a violation of this Agreement.

 

g. Tolling. I understand that the running of any restricted period under Section 9 shall be tolled during any period of breach by me and during any dispute concerning the breach, applicability, scope, or duration of those restrictions, until final resolution.

 

h. Blue-Pencil. If any prohibition or restriction in Sections 2 and/or 9 is found unenforceable, it shall be modified or limited to the extent necessary to render it enforceable and then enforced.

 

i. Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law (after any appropriate modification or limitation pursuant to Section 14(h), such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of the Agreement.

 

 

 

j. Non-Waiver. Failure by the Company to require performance of any provision of this Agreement shall not affect the Company’s right to require performance anytime thereafter, nor shall waiver of any breach or default of this Agreement constitute waiver of any subsequent breach or default or waiver of the provision itself. The Company’s waiver, for whatever reason, of the terms of any confidentiality and/or non-solicitation agreement between it and any employee or independent contractor will not operate as a waiver or release of my obligations under this Agreement and may not be used as evidence of the Company’s intent to waive any of the terms of this Agreement.

 

k. Successors and Assigns. This Agreement will be binding upon my heirs, executors, assigns, administrators and other legal representatives and will be for the benefit of the Company, its successors, and its assigns. I may not assign my duties or obligations under this Agreement without the Company’s express written consent and any assignment without consent will be considered null and void.

 

l. Acknowledgements. I acknowledge and agree that compliance with the terms of this Agreement is necessary to protect the business and goodwill of the Company and that a breach will irreparably and continually damage the Company for which money damages may not be adequate. I expressly acknowledge that the Company is providing employment and substantial compensation in exchange for my adherence to the provisions of this Agreement, including but not limited to my confidentiality and non-solicitation obligations. I understand my duties and obligations as set forth in this Agreement and agree that the restrictions contained in this Agreement are reasonable and valid. I agree that the protective provisions of this Agreement are necessary and reasonable to protect the Company in the conduct of its business and to protect the Company in the utilization of its assets, tangible and intangible, including its goodwill and confidential and proprietary information. I understand that the rights and obligations contained in this Agreement will survive the termination of this Agreement. I understand that irreparable damage would result to the Company if the provisions of this Agreement are not specifically enforced.

 

m. Voluntary agreement. I acknowledge that I have carefully read and understand this Agreement, I have had the opportunity to propose modifications prior to signing the Agreement, and I had the opportunity to negotiate proposed modifications to the extent that I thought necessary.

 

n. Construction and Interpretation. This Agreement may be executed in any number of counterparts and executed electronically or by email. Such execution will be considered an original for all purposes and all counterparts will be considered one instrument. The section and paragraph headings contained herein are for convenience of reference only. I agree that this Agreement shall be fairly interpreted in accordance with its terms and that ambiguities shall not be interpreted against the drafting party.

 

By signing this Agreement, I agree to the terms of this Agreement, acknowledge that I understand this Agreement, consent to this Agreement, and execute this Agreement.

 

Signature: /s/ Christine Plummer  
     
Name of Employee: Christine Plummer  

 

 

  

EXHIBIT A

LIST OF PRIOR INTELLECTUAL PROPERTY AND CONFLICTING AGREEMENTS

 

1. Except as listed in Section 2 below, I promise and agree that the following is a complete list of all inventions or improvements relevant to the subject matter of my employment with the Company and the Confidentiality, Intellectual Property and Restrictive Covenants Agreement (“Agreement”) that I signed with the Company that have been made or conceived or first produced to practice by me alone or jointly with others prior to my employment with the Company.

 

No inventions or improvements.

 

See below:

 

Additional sheets attached.

 

2. Due to a prior confidentiality agreement, I cannot complete the disclosure under Section 1 above with respect to inventions or improvements generally listed below, the proprietary rights and duty of confidentiality with response to which I owe to the following party or parties.

 

Additional sheets attached.

 

By signing below, I acknowledge and agree that the information on this Exhibit A and any attachments is correct.

 

Signature:

 

Printed Name:

 

Dated:

 

 

 

EXHIBIT B

TERMINATION CERTIFICATION

 

I certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, materials, equipment, other documents or property, or reproductions of any aforementioned items belonging to the Company, its directors, officers, agents, investors, shareholders, administrators, affiliates, divisions, subsidiaries, predecessor or successor corporations (together, the “Company”).

 

I further certify that I have complied with all the terms of the Company’s Confidentiality, Intellectual Property and Restrictive Covenants Agreement signed by me, including the reporting of any inventions and original works of authorship conceived or made by me (solely or jointly with others) covered by that Agreement.

 

I further agree that, in compliance with the Confidentiality, Intellectual Property and Restrictive Covenants Agreement, I will preserve as confidential all Confidential Information including trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data bases, other original works of authorship, customer lists, business plans, financial information or other subject matter pertaining to any business of the Company or any of its employees, clients, consultants or licensees.

 

I further agree that I will comply with the post-employment non-solicitation provisions set forth in Section 9 of the Confidentiality, Intellectual Property and Restrictive Covenants Agreement.

 

After leaving the Company’s employment, I will be employed by ___________________________________ in the position of:____________________________________________________.

 

Signature of Employee:

 

Print Name of Employee:

 

Date:

 

Address for Notifications:

 

 

 

EX-99.1 5 ex99-1.htm EX-99.1

 

Exhibit 99.1

 

 

Streamex Corp. Appoints Christine Plummer, Former Global Controller at Coinbase and Managing Director at Morgan Stanley, as Chief Financial Officer

 

WINTER PARK, Fla., March 16, 2026 — Streamex Corp. (“Streamex” or the “Company”) (NASDAQ: STEX), a technology and infrastructure company focused on the tokenization of commodity real-world assets, today announced the appointment of Christine Plummer, former Global Controller at Coinbase and Managing Director at Morgan Stanley, as Chief Financial Officer of Streamex. In this role, Ms. Plummer is expected to oversee the Company’s global finance organization, including financial reporting, regulatory compliance, and financial operations as Streamex continues expanding its institutional platform and launching tokenized commodity products.

 

Henry McPhie, Co-Founder & CEO of Streamex said, “Christine brings a combination of deep traditional finance experience and leadership in digital asset infrastructure. We believe her background at Coinbase, along with her earlier career at Morgan Stanley, gives her a unique perspective as we bring tokenized commodity products like GLDY to market. We’re excited to welcome Christine to the team and believe her expertise will be instrumental as we continue building institutional-grade financial infrastructure at Streamex.”

 

Christine Plummer said, “I’m excited to join Streamex as the Company advances tokenization initiatives that connect traditional financial markets with blockchain-enabled infrastructure. My experience working in digital asset finance environments, combined with my earlier career at Morgan Stanley supporting complex global financial operations, provides a strong foundation for helping scale the Company’s finance organization. I look forward to contributing to the development of institutional-grade tokenized products like GLDY and supporting Streamex’s continued growth.”

 

About Christine Plummer

 

Christine Plummer is a senior finance executive with more than 30 years of experience leading global controllership, regulatory reporting, and finance transformation across the financial services and fintech sectors.

 

She most recently served as Global Controller at Coinbase, Inc., where she led a global controllership organization of more than 50 professionals responsible for financial close, regulatory reporting, and operational readiness for new products.

 

 

 

Prior to joining Coinbase, Ms. Plummer served as Global Deputy Controller and Managing Director at MSCI Inc., where she led the Global Commercial Revenue Controllership team of more than 70 professionals across multiple international locations. She also served as Head of Finance Transformation, leading initiatives to automate revenue contract processing, streamline operational processes, and enable the operational integration of acquisitions.

 

Earlier in her career, Ms. Plummer spent more than two decades at Morgan Stanley, where she held a series of senior leadership roles including Chief Financial Officer for Americas Legal Entities, Global Head of Funding Controllers, and Global Product Controller for the Equity Division. In these roles, she led large global teams, implemented complex regulatory frameworks including SEC and CFTC Swap Dealer Rules, drove capital and liquidity management initiatives, and built large, multi-location finance organizations supporting the firm’s global operations. Ms. Plummer began her career as an auditor at Ernst & Young.

 

About Streamex Corp.

 

Streamex Corp. (NASDAQ: STEX) is a technology and infrastructure company focused on the tokenization and digitalization of commodity real-world assets. Streamex delivers institutional-grade solutions that bridge traditional finance and blockchain-enabled markets through secure, regulated, and yield-bearing financial instruments.

 

For more information, visit www.streamex.com.

 

Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding Streamex’s business strategy, future growth, and the impact of executive leadership appointments.

 

These statements are based on current expectations and assumptions that are subject to risks and uncertainties, many of which are beyond Streamex’s control, and actual results may differ materially. Factors that could cause such differences include, among others, market conditions, regulatory developments, and macroeconomic factors affecting digital asset markets. Streamex undertakes no obligation to update or revise any forward-looking statements except as required by applicable law.

 

Contacts

 

Streamex Press & Investor Relations

 

Adele Carey – Alliance Advisors Investor Relations

IR@streamex.com | acarey@allianceadvisors.com

 

Henry McPhie

Chief Executive Officer, Streamex Corp.

www.streamex.com | X.com/streamex