Director Agreement, dated as of September 11, 2023, between the Company and Brady Barto
EX-10.38 2 ex10-38.htm
Exhibit 10.38
DIRECTOR AGREEMENT
THIS AGREEMENT (The “Agreement”) is effective as of the 11th day of September 2023, and is by and between Purebase Corporation, a Nevada corporation (hereinafter referred to as the “Company”), and Brady Barto (hereinafter referred to as the “Director” or “Barto”).
BACKGROUND
Each of the Board of Directors of the Company and the Director desires to memorialize the role of the Director and to have the Director perform the duties required of such position in accordance with the terms and conditions of this Agreement.
AGREEMENT
NOW THEREFORE, in consideration for the above recited promises and the mutual promises contained herein, the adequacy and sufficiency of which are hereby acknowledged, the Company and the Director hereby agree as follows:
| 1. | DUTIES. The Company requires that the Director be available to perform the duties of a director customarily related to this function as may be determined and assigned by the Board of Directors of the Company and as may be required by the Company’s constituent instruments, including its certificate or articles of incorporation, bylaws and its corporate governance and board committee charters, each as amended or modified from time to time, and by applicable law, including by the Nevada Revised Statutes (the “NRS”). |
| The Director agrees to devote as much time as is necessary to perform completely the duties as the Director of the Company, including duties as a member of any committees as the Director may hereafter be appointed to by the Board of Directors. | |
| The Director will perform such duties described herein in accordance with the general fiduciary duty of directors arising under the NRS. Such duties include but are not limited to assisting the Company with the development of business and new business strategies relating to the objectives of the Company, participation in the Company’s investor relations activities including road shows and shareholder communication activities, and participation in corporate strategy decisions of the Company. | |
| 2. | TERM. The term of this engagement shall be for twelve (12) months from the date of this Agreement (the “Term”), or until the Director’s removal or resignation. Barto shall be notified within 30 days before the end of the Term whether his contract shall be renewed under the same terms of Compensation in Paragraph 3. |
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| 3. | COMPENSATION. For all services to be rendered by the Director in any capacity hereunder, the Company agrees to pay the Director a combination of cash and stock. |
| ■ | Cash Fees: Barto shall receive a fee of $1,000.00 per month in cash. This fee shall accrue as debt to the Company until the Company has its first cash-flow positive month. At this point, the Company shall make arrangements to pay Barto the debt owed to him for these services. If a debt is still owed to Barto when the original Term is completed, or he has been removed or he has resigned, then the Debt owed to Barto shall be converted into common stock at the lower of price of $0.15 or the 20-day WVAP closing from the last date of Barto being on the Board. The Company shall convert the Barto Debt and issue to Barto shares of common stock of the Company within 10 business days of the completion of the original Term, his removal or his resignation. | |
| ■ | Equity Fees: Within 10 days upon signing of this contract, Barto shall be granted (two hundred thousand) 200,000 stock options that have a strike price of $0.15. These options will be exercisable for a period of 5 years from the effective date. These stock options are not transferable to another party and Barto will be subject to all the SEC reporting requirements associated with the grant, exercise and sale of this equity compensation. |
| 4. | EXPENSES. In addition to the compensation provided in paragraph 3 hereof, the Company will reimburse the Director for pre-approved reasonable business-related expenses incurred in good faith in the performance of the Director’s duties for the Company. Such payments shall be made by the Company upon submission by the Director of a signed statement itemizing the expenses incurred. Such statement shall be accompanied by sufficient documentary matter to support the expenditures. |
| 5. | CONFIDENTIALITY. The Company and the Director each acknowledge that, in order for the intents and purposes of this Agreement to be accomplished, the Director shall necessarily be obtaining access to certain confidential information concerning the Company and its affairs, including, but not limited to business methods, information systems, financial data and strategic plans which are unique assets of the Company (“Confidential Information”). The Director covenants not to, either directly or indirectly, in any manner, utilize or disclose to any person, firm, corporation, association or other entity any Confidential Information. |
| 6. | NON-COMPETE. During the term of this Agreement and for a period of twelve (12) months following the Director’s removal or resignation from the Board of Directors of the Company or any of its subsidiaries or affiliates (the “Restricted Period”), the Director shall not, directly or indirectly, (i) in any manner whatsoever engage in any capacity with any business competitive with the Company’s current lines of business or any business then engaged in by the Company, any of its subsidiaries or any of its affiliates (the “Company’s Business”) for the Director’s own benefit or for the benefit of any person or entity other than the Company or any subsidiary or affiliate; or (ii) have any interest as owner, sole proprietor, shareholder, partner, lender, director, officer, manager, employee, consultant, agent or otherwise in any business competitive with the Company’s Business; provided, however, that the Director may hold, directly or indirectly, solely as an investment, not more than two percent (2%) of the outstanding securities of any person or entity which are listed on any national securities exchange or regularly traded in the over-the-counter market notwithstanding the fact that such person or entity is engaged in a business competitive with the Company’s Business. In addition, during the Restricted Period, the Director shall not develop any property for use in the Company’s Business on behalf of any person or entity other than the Company, its subsidiaries and affiliates. |
| 7. | TERMINATION. With or without cause, the Company and the Director may each terminate this Agreement at any time upon 5 (five) days written notice, and the Company shall be obligated to pay to the Director the compensation and expenses due up to the date of the termination. Nothing contained herein or omitted herefrom shall prevent the shareholder(s) of the Company from removing the Director with immediate effect at any time for any reason. |
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| 8. | INDEMNIFICATION. The Company shall indemnify, defend and hold harmless the Director, to the full extent allowed by the law of the State of Nevada and as provided by, or granted pursuant to, any charter provision, bylaw provision, vote of stockholders or disinterested directors or otherwise, to action in the Director’s official capacity; provided, however, that, in accordance with the NRS and federal securities laws, such indemnification shall not apply where the Director engages in actions or omissions which involve intentional misconduct, fraud or knowing violation of law. |
| 9. | NOTICE. Any and all notices referred to herein shall be sufficient if furnished in writing at the addresses specified on the signature page hereto or, if to the Company, to the Company’s address as specified in filings made by the Company with the U.S. Securities and Exchange Commission. |
| 10. | GOVERNING LAW. This Agreement shall be interpreted in accordance with, and the rights of the parties hereto shall be determined by, the laws of the State of Nevada without reference to that state’s conflicts of laws principles. |
| 11. | ASSIGNMENT. The rights and benefits of the Company under this Agreement shall be transferable, and all the covenants and agreements hereunder shall inure to the benefit of, and be enforceable by or against, its successors and assigns. The duties and obligations of the Director under this Agreement are personal and therefore the Director may not assign any right or duty under this Agreement without the prior written consent of the Company. |
| 12. | GENERAL. |
| a. | SEVERABILITY. If any provision of this Agreement shall be declared invalid or illegal, for any reason whatsoever, then, notwithstanding such invalidity or illegality, the remaining terms and provisions of this Agreement shall remain in full force and effect in the same manner as if the invalid or illegal provision had not been contained herein. | |
| b. | EFFECT OF WAIVER. The waiver by either party of the breach of any provision of this Agreement shall not operate as or be construed as a waiver of any subsequent breach thereof. | |
| c. | ARTICLE HEADINGS. The article headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. | |
| d. | COUNTERPARTS. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one instrument. Facsimile execution and delivery of this Agreement is legal, valid and binding for all purposes. | |
| e. | ENTIRE AGREEMENT. Except as provided elsewhere herein, this Agreement sets forth the entire agreement of the parties with respect to its subject matter and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party to this Agreement with respect to such subject matter. |
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IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of September 13, 2023.
| PUREBASE CORPORATION | ||
| By: | /s/ a.Scott Dockter | |
| Name: | A. Scott Dockter | |
| Title: | Chief Executive Officer | |
| DIRECTOR: | ||
| /s/ Brady Barto | ||
| Brady Barto | ||
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