VIP Play, Inc.VIPZ

Executive retains IP rights to Generative AI Agent Frameworks.

“Les Ottolenghi receives compensation for services provided to the Company. Effective April 2026, Mr. Ottolenghi transitioned to the payroll of an affiliated company while continuing to provide services to us, with 15% of his compensation allocated to the Company based on the services he provides to us. On October 3, 2025, Mr. Ottolenghi was granted 7,284,464 restricted stock units (“RSUs”), with each RSU representing the right to receive one share of our common stock. The RSUs generally vest over a four-year service period, with an initial tranche vesting on the grant date and subsequent tranches vesting quarterly beginning January 1, 2026. The award also provides for accelerated vesting upon the occurrence of certain specified events, including certain changes in control and qualifying terminations of employment. Additional material terms of Mr. Ottolenghi’s employment agreement (“The Ottolenghi Agreement”) include: (i) a term of two years with auto-renewals of successive one-year terms; (ii) he is eligible for annual incentive bonus of no less than 50% of his then salary; (iii) he is eligible for additional bonuses in connection with performance goals in amounts that total no less than an additional 50% of his then salary; and (iv) he is eligible to participate in our employee benefit plans. Mr. Ottolenghi also retains all rights to certain intellectual property set forth in an exhibit to the Ottolenghi Agreement, including Generative AI Agent Frameworks, Local Media Distri”

Les Ottolenghi receives salary, bonus, RSUs and other compensation under employment agreement.

“Les Ottolenghi receives an annual salary of $600,000 in accordance with the terms of his employment agreement with us, effective as of June 2, 2025 (the “Ottolenghi Agreement”). Upon entering into the Ottolenghi Agreement, he received a one-time bonus in the amount of $100,000. He is also entitled to an award of 7,284,464 restrictive stock units, where each unit is based on one share of common stock. The award will have a four-year vesting schedule, whereby 1/16th of the units, or 455,279 units, vest on the first day of each quarter, starting on October 1, 2025. Vesting is accelerated upon a sale of substantially all of our assets, a merger in which we are not the surviving entity, termination of his employment by us other than for cause, death or disability or his resignation with good reason. Prior to entering into the Ottolenghi Agreement, Mr. Ottolenghi provided us with his services as a consultant, for which he was paid $10,000 and issued 500,000 shares of our common stock in May as compensation for such services. Additional material terms of the Ottolenghi Agreement include: (i) a term of two years with auto-renewals of successive one-year terms; (ii) he is eligible for annual incentive bonus of no less than 50% of his then salary; (iii) he is eligible for additional bonuses in connection with performance goals in amounts that total no less than an additional 50% of his then salary; and (iv) he is eligible to participate in our employee benefit plans. Mr. Ottolenghi als”

Former executive retains IP rights to Generative AI Agent Frameworks and related AI technologies.

“Mr. Ottolenghi also retains all rights to certain intellectual property set forth in an exhibit to the Agreement, including Generative AI Agent Frameworks, Local Media Distribution & AI Advertising Switches, Search Engines, Answer Engines, and Smart Sites, NotebookLM and Colab-based Architectures, Vectorized Database and Knowledge Systems and Meat Search Tools and methods for AI based systems regardless of whether it was developed prior to the employment period or further developed during the employment period but outside of the scope of his work for us.”