DocuSign Envelope 10: ODFOF076-3ACB-41 07 -806A-ODB6DE67 419F 

PROFESSIONAL SERVICES AGREEMENT 

ZroBiack, LLC 

Legal Name of Service Provider 

1150 N Loop 1604 W., Ste. 108-259 

Address of Principal Place ofBusiness 

San Antonio, Texas 78248 

City, State I Province, Postal Code/Country 

Contact Person: JOHN SAENZ, CEO Phone:210-473-1694 Email: je@zroblack.com 

Service Provider is incorporated in the state/country of: Delaware 

"Statement of Work" means the document(s) attached as Exhibit A hereto, including any subsequent Statement 

of Work attached as Exhibit A-1, A-2, etc., which is signed by all parties and references this Agreement. 

"Effective Date" means April15, 2019. 

The attached Terms and Conditions describe the terms and conditions under which ZroBlack, LLC ("Services 

Company"), Jonathan Villarreal · " and with Services Company, "Service Provider'') 

and John Saenz agree to provide the services described in one or more 

Statements of Work attached hereto a "Statement Each Statement of Work executed by all parties 

that references this Agreement shall be governed by the Terms and Conditions attached hereto, unless otherwise 

agreed to by the parties in writing. The Terms and Conditions and the Statement(s) of Work attached hereto set 

forth the entire understanding of the parties with respect to the subject matter described herein and constitute the 

entire agreement ("Agreement") between the parties. By signing below, the parties agree to be bound by the terms 

and conditions of this Agreement. 

::·~~ 1gnature 

Name: ___ _,J~o~hlln...!.S!!!a""en~z~--------

Title: Chief Executive Officer 

Address: 1150 N Loop 1604 W. 

Ste 108-259 

San Antonio Texas, 78248 

_ 

_ 

_ _ 

Case 5:20-cv-00571-OLG Document 35-8 Filed 01/15/21 Page 1 of 20
DocuSign Envelope ID: ODFOF076-3ACB-4107-806A-ODB6DE67419F 

Name: ___ --'J~oL!.n!.!!a"'-'th!l!a!!.!n'-VilWI!.!Jlll!:!ar!..!e<lla:!..l _____ _ Name: ___ ---:!.:Jo~h!!.!n!...!.Z;Sawe"'-n~z'----------

Address: 1150 N Loop 1604 W. Address: 1150 N Loop 1604 W. 

Ste 108-259 Ste 108-259 

San Antonio Texas, 78248 San Antonio Texas, 78248 

2 

Case 5:20-cv-00571-OLG Document 35-8 Filed 01/15/21 Page 2 of 20
TIDS AGREEMENT CONSISTS OF: 

The attached Terms & Conditions 

Statement(s) of Work executed and attached as Exhibit A, A-1, etc. 

Case 5:20-cv-00571-OLG Document 35-8 Filed 01/15/21 Page 3 of 20
TERMS AND CONDITIONS 

1. Services; Deliverables; Acceptance. 

1.1 Service Provider will use diligent efforts to perform the services and deliver the deliverables 

("Deliverables") in conformance with the specifications and schedule specified in the relevant Statement of 

Work (the "Services"). The Client understands that Service Provider's performance is dependent in part on 

the Client's actions, and Client shall reasonably cooperate with Service Provider in connection with the 

Services. The Service Provider agrees to prepare and submit progress reports to Client and meet with 

Client on a regular basis detailing the progress being made by Service Provider in the performance of the 

Services. All Services will be provided by Assigned Consultant unless otherwise approved by Client in 

writing (which may be by email) and Client may disapprove any provision of Services other than by 

Assigned Consultant in its absolute discretion. All of Service Provider's subcontractors shall be bound by 

obligations consistent with the provisions of this Agreement, and Service Provider shall be responsible for 

all acts and omissions of each such subcontractor, as if each were "Service Provider" hereunder. Service 

Provider agrees that it has not violated and it will not (and will not permit others to) violate any agreement 

with or rights of any third party or, except as expressly authorized by Client in writing hereafter, use or 

disclose at any time Service Provider's own or any third party's confidential information or intellectual 

property in connection with the Services or otherwise for or on behalf of Client. In addition, Service 

Provider hereby confirms that it has not used or disclosed Service Provider's own or any third party's 

confidential information or intellectual property for or on behalf of Client. 

1.2 When Service Provider considers a Deliverable completed, Service Provider will deliver such Deliverable 

to the Client. The Client will accept or reject the Deliverable within thirty (30) days after delivery based 

upon conformity with the relevant specifications described in the Statement of Work. If the Client rejects a 

non-conforming Deliverable, Service Provider will promptly correct the failures specified in the rejection 

notice and the provisions above shall be reapplied until the Deliverable is accepted, but after the second or 

any subsequent rejection or if the corrections are not made within thirty (30) days of the initial rejection, 

Client may terminate this Agreement (or any applicable SOW) upon fifteen (15) days' notice, subject to 

lack of acceptance during the notice period. Upon Client's written acceptance of each Deliverable 

specified in a Statement of Work, Service Provider shall invoice Client for the corresponding payment for 

such Deliverable described in the Statement of Work, unless such payment has been made by Client in 

advance of acceptance of such Deliverable. 

2. Compensation; Billing Procedures. 

2.1 Subject to the terms of this Agreement, as the sole compensation for the Services, Client will pay Service 

Provider for Services performed in accordance with the relevant Statement of Work. 

2.2 Client also agrees to pay Service Provider all pre-approved, actual and reasonable travel, lodging and other 

out-of-pocket expenses incurred by Service Provider in conjunction with the Services. 

2.3 In addition to any compensation provided for in a Statement ofWork, Client agrees to pay Service Provider 

a bonus of $1,000 for each patent granted by the United States Patent and Trademark Office on which 

Assigned Consultant is a named inventor. 

2.4 Notwithstanding anything herein to the contrary and for the avoidance of doubt, in the event that Service 

Provider fails to perform hereunder, or materially breaches this Agreement or any Exhibit or Statement of 

Work attached hereto, then, in addition to any other legal or equitable remedies Client may have for such 

breach, Client shall be entitled to, in Client's full discretion, (i) recoup all or any portion of the amount paid 

to Services Company pursuant to this Agreement or any Exhibit or Statement of Work attached hereto, 

including any amounts distributed by Services Company to Assigned Contractor and/or Mr. Saenz, directly 

from Services Company, Assigned Contractor and/or Mr. Saenz, as applicable, and/or (ii) set-off all or any 

portion of the amount paid to Services Company pursuant to this Agreement or any Exhibit or Statement of 

Work attached hereto against any Earn-Out Obligation otherwise accrued and payable pursuant to this 

Agreement. Notwithstanding the foregoing, no recoupment or set-off pursuant to this Section 2.4 shall 

2 

Case 5:20-cv-00571-OLG Document 35-8 Filed 01/15/21 Page 4 of 20
affect any party's continuing obligations set forth in this Agreement. For the avoidance of doubt, in no 

event shall any recoupment or set-off permitted pursuant to this Section 2.4 function as a cap on Services 

Company's, Assigned Contractor's and/or Mr. Saenz's liability for any damages or losses under this 

Agreement. 

3. Earn-Out. 

3.1 For three (3) years following the date hereof, Client shall pay to Services Company the Earn-Out 

Obligation, as provided in this Section 3, if and to the extent earned. 

3.2 The Earn-Out Obligation shall be equal to the sum of (i) fourteen and one-half percent (14.5%) of New 

Customer Revenue and (ii) fourteen and one-half percent (14.5%) of Existing Customer Growth, in each 

case, during a given Earn-Out Period (the "Earn-Out Obligation"). "New Customer Revenue" means 

payments Client receives from New Customers in respect of the sale of New Products only; for the 

avoidance of doubt, such amount shall not include payments Client receives from such New Customer in 

respect of the sale of product(s) that are not New Products, despite such product(s) being bundled and sold 

to the New Customer as a package that includes New Products. "Existing Customer Growth" means an 

increase by more than one hundred thousand dollars ($100,000) in a given calendar year in payments Client 

receives from Existing Customers in respect of sales of New Products only; for the avoidance of doubt, 

such amount shall not include payments Client receives from such Existing Customer in respect of the sale 

of product(s) that are not New Products, despite such product(s) being bundled and sold to the Existing 

Customer as a package that includes New Products. 

3.3 Calculation of New Customer Revenue and Existing Customer Growth (i) will be in accordance with IFRS 

(except as set forth in clause (ii) below) and (ii) notwithstanding anything to the contrary under IFRS, will 

specifically exclude, without limitation: (A) existing or future products or services that are made, marketed 

or sold by Client Group; (B) except as provided in Section 3.2, products or services that are marketed or 

sold to Existing Customers (which, for the avoidance of doubt, includes any products or services that 

include or otherwise relate to the Technology); (C) products or services that are marketed or sold to New 

Customers that do not include or otherwise relate to the Technology; and (D) any products made or sold by 

Client Group on behalf of a third party. 

3.4 As promptly as practicable (and in any event within ninety (90) days) after each of the six (6), twelve (12), 

eighteen (18), twenty-four (24), thirty (30) and thirty-six (36) month anniversaries of the date hereof(each 

such six-month period, an "Earn-Out Period"), Client shall prepare and deliver to Services Company a 

statement of the applicable Earn-Out Obligation for the applicable Earn-Out Period, if any (each, an "EarnOut Statement"), including all supporting documentation thereto. If Services Company agrees with the 

calculations contained in an applicable Earn-out Statement, Services Company shall provide written notice 

to Client and such Earn-Out Statement shall become final and binding upon Services Company and Client. 

If Services Company does not accept the calculations set forth in an applicable Earn-Out Statement, 

Services Company may, within thirty (30) calendar days following receipt of such Earn-Out Statement, 

deliver a notice to Client specifying in reasonable detail all disputed items and the basis therefor, including 

all supporting documentation thereto. If Services Company fails to give such notice in such thirty (30) 

calendar day period, Services Company shall have irrevocably and unconditionally waived its right to 

contest the applicable Earn-Out Statement and such Earn-Out Statement shall become final and binding. If 

Services Company notifies Client of any objections to an applicable Earn-Out Statement within such thirty 

(30) calendar day period, Client and Services Company shall, within twenty (20) calendar days following 

the date of such notice, attempt to resolve their differences and any written resolution by them as to any 

disputed amount shall be final and binding for all purposes under this Agreement. If, at the conclusion of 

such resolution period Client and Services Company have not reached an agreement on any objections with 

respect to an applicable Earn-Out Statement, then all amounts and issues remaining in dispute shall be 

submitted to an independent accounting firm mutually acceptable to Client and Services Company (the 

"Accountant") for review and the Accountant's determination shall be conclusive and binding upon Client 

and Services Company. The fees, costs and expenses of the Accountant's review and report shall be 

allocated to and borne by Client and Services Company based on the inverse of the percentage that the 

Accountant's determination (before such allocation) bears to the total amount of the total items in dispute 

as originally submitted to the Accountant. For example, in the event that the items in dispute total in 

3 

Case 5:20-cv-00571-OLG Document 35-8 Filed 01/15/21 Page 5 of 20
amount to $1,000 and the Accountant awards $600 in favor of Client's position, 60% of the cost of its 

review would be borne by Services Company and 40% of the costs would be borne by Client. 

3.5 Nothing contained herein shall in any way limit each member of Client Group's, or such member's 

respective successors, transferees or assigns, ability to manage, operate, run or control its respective 

businesses and Services Company hereby acknowledges and agrees that (i) from and after the date hereof, 

each member of Client Group has the right to operate its respective business (and all other components of 

such Client Group's business) in any way that such member deems appropriate in its sole discretion, (ii) no 

member of Client Group has an obligation to operate its respective business (or any other component of 

such Client Group's business) in a manner designed to achieve the Earn-Out Obligation, however, each 

member of Client Group will refrain from operating its respective business to intentionally avoid achieving 

the Earn-Out Obligation without any other good faith business purpose, (iii) no member of Client Group is 

obligated to operate its respective business in a manner consistent with the manner in which Services 

Company operates its business, (iv) the potential Earn-Out Obligation is speculative and subject to 

numerous factors outside the control of the members of Client Group, (v) no member of Client Group owes 

any express or implied duty to Services Company, including any fiduciary or implied duty of good faith 

and fair dealing and (vi) the parties solely intend the express provisions of this Agreement to govern their 

contractual relationship. 

4. Term!fermination. 

4.1 This Agreement shall commence on the Effective Date and continue for one (1) year, unless terminated 

earlier as described in this Section 4, and may be renewed for up to two (2) additional one (1) year terms at 

Client's sole discretion. 

4.2 If either party materially breaches this Agreement, the other party may terminate this Agreement by giving 

the breaching party fifteen (15) days written notice of such breach, unless the breach is cured within the 

notice period. Client also may terminate this Agreement at any time, with or without cause, upon thirty 

(30) days' notice. Any such termination may be limited to one or more Statements of Work, in which case, 

the consequences of termination will be limited to the subject matter of those Statements of Work. 

Sections 5, 6, 7, 8 and 9 shall survive any termination or expiration of this Agreement. Upon termination 

of this Agreement, (except if Client terminates this Agreement for a material breach by Service Provider, in 

which case Client shall have the right to recoup payments made to Service Provider pursuant to Section 

2.4), Client agrees to pay Service Provider all amounts due or accrued as of the date of such termination in 

accordance with the applicable Statement of Work. 

5. Warranty and Disclaimer. 

5.1 Service Provider represents, warrants and agrees: (a) to perform the Services in a professional and 

workmanlike manner by employees of Service Provider, including Assigned Consultant, having a level of 

skill commensurate with the requirements of this Agreement; (b) that the Deliverables will conform to the 

applicable specifications therefor and that none of the Services, Deliverables or Inventions nor any 

development, use, production, distribution or exploitation thereof will infringe, misappropriate or violate 

any intellectual property or other right of any person or entity; (c) Service Provider has the full right to 

allow Service Provider to provide Client with the assignments and rights provided for herein (and, to the 

extent applicable, has written enforceable agreements with all employees, contractors and other persons 

necessary to give Service Provider the rights to do the foregoing and otherwise fully perfonn this 

Agreement); (d) Service Provider shall comply with all applicable laws and Client safety rules and other 

policies in the course of performing the Services; (e) if Service Provider's work requires a license, Service 

Provider has obtained that license and the license is in full force and effect, and (f) that all software 

included within any Deliverable is, to the best of Service Provider's knowledge, (i) free of all viruses, 

worms, trojan horses and other infections or harmful routines, (ii) does not contain any "open source," 

"copy left," "public" or other similar code or anything derived from or based on any of the foregoing 

(unless approved by Client in writing), and (iii) is free from (and if distributed would still be free from) any 

requirement imposed by a licensor that recipients be entitled to source code or to modify or distribute any 

such software. Service Provider shall indemnify Client from any and all claims, damages, liability, losses, 

4 

Case 5:20-cv-00571-OLG Document 35-8 Filed 01/15/21 Page 6 of 20
settlement, attorneys' fees and expenses, as incurred, on account of any breach of the foregoing or this 

Agreement or any other action or inaction by or for or on behalf of Service Provider. 

5.2 EXCEPT AS SET FORTH IN TillS SECTION 5, SERVICE PROVIDER DISCLAIMS ALL 

WARRANTIES, IMPLIED OR EXPRESSED, INCLUDING WITHOUT LIMITATION ALL IMPLIED 

WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A 

PARTICULAR PURPOSE. 

6. Ownership Rights; Licenses. 

6.1 Client shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask 

work rights, trademark rights, sui generis database rights and all other intellectual property rights of any 

sort throughout the world) relating to any and all Deliverables and any other inventions (whether or not 

patentable), works of authorship, mask works, designations, designs, know-how, ideas and information 

made or conceived or reduced to practice, in whole or in part, by or on behalf of Service Provider during 

the term of this Agreement that relate to the subject matter of, or arise in connection with, the Services, 

Deliverables or any Proprietary Information (as defined below) (collectively, "Inventions"). Service 

Provider will promptly disclose and provide all Inventions to Client and Service Provider hereby assigns to 

Client all rights, title and interest, in and to all Inventions; provided, however, that such assignment does 

not include any Underlying Service Provider Technology (as that term is defined below). "Underlying 

Service Provider Technology" shall mean (a) Service Provider technology, methodologies and intellectual 

property existing as of the Effective Date or otherwise arising outside of work under this Agreement, and 

(b) any intellectual property rights therein. Subject to the terms and conditions of this Agreement, to the 

extent any Underlying Service Provider Technology is incorporated into or otherwise reasonably necessary 

to use or otherwise exploit any Deliverables or Inventions, Service Provider grants to Client a nonexclusive, royalty-free, perpetual, irrevocable, sublicensable, worldwide license to fully exercise and 

exploit the Underlying Service Provider Technology and to make derivative works of the same in 

connection with the exploitation of the Deliverables and Inventions (and any modifications, improvements 

or derivatives thereof). 

6.2 To the extent allowed by law, the assignments and licenses granted Client hereunder include 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. Furthermore, Service Provider agrees that 

notwithstanding any rights of publicity, privacy or otherwise anywhere in the world, and without any 

further compensation, Client is hereby authorized to (and to allow others to) use Service Provider's name in 

connection with promotion of its business, products or services. To the extent any of the foregoing is 

ineffective under applicable law, Service Provider hereby provides any and all ratifications and consents 

necessary to accomplish the purposes of the foregoing. 

6.3 Service Provider shall further assist Client from time to time at Client's request and expense, to further 

evidence, record, perfect, maintain, enforce and defend any and all of the foregoing rights. Each of 

Services Company and Assigned Consultant hereby irrevocably designates and appoints Client as its agents 

and attorneys-in-fact, coupled with an interest, to act for and on Service Provider's behalf to execute and 

file any document and to do all other lawfully permitted acts to further the foregoing with the same legal 

force and effect as if executed by Service Provider and all other creators or owners of any applicable 

Inventions. 

6.4 In addition, in the event Service Provider incorporates in the Inventions or Deliverables information or 

materials to which third parties have any rights, whether by patent, copyright, trade secret or otherwise 

("Third Party Materials"), unless otherwise specified in the Statement of Work, Service Provider agrees to 

obtain written permission to include such Third Party Materials, without any additional expense to Client. 

This written permission must be consistent with all the rights granted to Client under this Agreement. 

Service Provider shall provide Client with a copy of the written permission upon completion of the 

Services or otherwise upon request. 

7. Confidentiality. 

5 

Case 5:20-cv-00571-OLG Document 35-8 Filed 01/15/21 Page 7 of 20
7.1 Service Provider agrees that all Deliverables and Inventions and all other information (including, without 

limitation, computer programs, technical drawings, algorithms, know-how, formulas, processes, ideas, 

inventions (whether patentable or not), schematics and other technical, business, financial, customer and 

product development plans, forecasts, strategies and information) that Service Provider develops, learns or 

obtains in connection with the Services, constitute "Proprietary Information" of Client. Service Provider 

will hold in confidence and not disclose or, except in performing the Services, use any Proprietary 

Information. However, Service Provider shall not be obligated under this paragraph with respect to 

information Service Provider can document is or becomes readily publicly available without restriction 

through no fault of Service Provider. 

7.2 Upon termination and as otherwise requested by Client, Service Provider will promptly return to Client all 

items and copies containing or embodying Proprietary Information (including, without limitation, all 

Deliverables and all work-in-progress). Any breach of this Section 7 or Section 6 will cause irreparable 

harm to Client for which damages would not be an adequate remedy, and therefore, Client will be entitled 

to injunctive relief with respect thereto in addition to any other available remedies. 

8. Right of First Offer. 

8.1 Service Provider shall, on a quarterly basis, provide Client with an update on any ongoing or new 

developments related to Service Provider's Intellectual Property, meaning (i) United States and foreign 

patents, copyrights and mask works, registrations and applications therefor, and rights granted upon any 

reissue, division, continuation or continuation-in-part thereof, (ii) trade secret rights arising out of the laws 

of any and all jurisdictions, (iii) ideas, inventions, concepts, technology, software, methods, processes, 

drawings, illustrations, writings, know-how, show-how, and all rights therein and thereto, (iv) any other 

intellectual property rights, whether or not registrable, and (v) licenses in or to any of the foregoing, in each 

case, relating to the products, services and technology set forth on Exhibit B attached hereto. 

8.2 The parties agree that Client shall have the exclusive right of first offer if either the Services Company or 

Assigned Consultant proposes to enter into any agreement, letter of intent, exclusivity agreement or similar 

agreement relating to a sale, lease, license, transfer or other disposition of Intellectual Property by means of 

any transaction or series of related transactions ("Acquisition"), including any proposed or contemplated 

Acquisition of Intellectual Property of either Services Company or Assigned Consultant ("Acquisition 

Proposal") or receives an Acquisition Proposal from a bona fide third party. The Services Company or 

Assigned Consultant, as applicable, shall provide Client with written notice (the "Notice") of any 

Acquisition Proposal as promptly as practicable. The Notice shall include a summary of the key terms of 

the Acquisition Proposal including, but not limited to (i) the Intellectual Property subject to the Acquisition 

Proposal; (ii) the name of the proposed counter party, if any; and (iii) the proposed purchase price. Client 

shall maintain the Notice provided in strict confidence. 

8.3 Prior to Client's receipt of the Notice, and for a period of ninety (90) days thereafter (which time period 

may be extended by mutual written agreement between the parties hereto) (the "Review Period"), neither 

the Services Company nor Assigned Consultant shall permit, nor permit any of their respective officers, 

directors, employees, agents, representatives or other affiliates to (i) enter into any agreement that precludes 

the Services Company and/or Assigned Consultant from negotiating or completing an Acquisition with 

Client, or (ii) enter into any definitive agreements (including, without limitation, any no shop agreement, 

binding term sheet or transfer agreement) with respect to an Acquisition with any Person other than Client. 

8.4 During the Review Period, the Services Company and/or Assigned Consultant shall provide Client access 

to facilities, personnel, management, documents and other information relating to the Services Company 

and/or Assigned Consultant and their respective businesses, products and technology, subject to the terms 

of a reasonable and customary confidentiality agreement, to enable Client to conduct a due diligence 

investigation customary in the context of a sale, lease, license, transfer or other disposition of a company's 

intellectual property assets. 

8.5 During the Review Period, Client shall have the right, in its sole discretion, to acquire the Intellectual 

Property of the Services Company and/or Assigned Consultant proposed to be transferred, sold or 

otherwise acquired in any active Acquisition Proposal, on terms equal to or better than those set forth in 

6 

Case 5:20-cv-00571-OLG Document 35-8 Filed 01/15/21 Page 8 of 20
such Acquisition Proposal described in the Notice to Client, which right may be exercised by Client by 

delivery of written notice to the Services Company and/or Assigned Consultant (a "Client Exercise 

Notice"). Provided that the terms, including the purchase price, are equal to or better than those set forth in 

such Acquisition Proposal, the Services Company and/or Assigned Consultant and Client will have an 

additional 90 days from the date of such Client Exercise Notice (the "Acquisition Period") to proceed to 

execute and complete the Acquisition by Client on the terms set forth in the Client Exercise Notice, and 

provided that the agreement for the Acquisition shall include other customary terms and conditions for such 

an acquisition to the extent not set forth in the Acquisition Proposal. 

8.6 If, during either the Review Period or the Acquisition Period, a Material Amendment (as defined below) is 

submitted to the Services Company and/or Assigned Consultant then (A) within five (5) days of receiving 

such amendment, the Services Company and/or Assigned Consultant shall provide Client with written 

notice, stating that such Material Amendment has been received, and include a summary of the key terms 

of the Material Amendment including, but not limited to (i) the name of the counter party in the Material 

Amendment and (ii) the proposed purchase price, and (B) the Services Company or Assigned Consultant 

and Client agree that in such event, the Review Period or the Acquisition Period, as applicable, shall equal 

the greater of (x) the number of days that remain in such Review Period or Acquisition Period, and (y) 

thirty (30) days. "Material Amendment" means (i) a change to the consideration payable under an 

Acquisition Proposal such that the total aggregate consideration payable to the Services Company and/or 

Assigned Consultant exceeds the total aggregate consideration payable described in the Notice, or (ii) 

during an ongoing Review Period or Acquisition Period, the submission of a new Acquisition Proposal by a 

new party with a proposed consideration amount that exceeds the total aggregate consideration payable to 

the Services Company and/or Assigned Consultant described in the Notice. 

8.7 With respect to each Acquisition Proposal for which Client received a Notice from the Services Company 

and/or Assigned Consultant and for which the Services Company and/or Assigned Consultant complied 

with all of the applicable procedures and requirements of Section 8 (the "Noticed Proposal"), following the 

expiration of the applicable Review Period and/or Acquisition Period, the Services Company and/or 

Assigned Consultant shall be free for a period of ninety (90) days thereafter, to enter into a definitive 

agreement with respect to such Noticed Proposal on the terms and conditions set forth in the Notice or on 

such other terms and conditions not materially more favorable to the parties (other than the Services 

Company and/or Assigned Consultant) involved with such Acquisition Proposal than those specified in the 

Notice. 

8.8 Unless the Services Company and Assigned Consultant shall have complied with all of the procedures and 

requirements of this Section 8, then any Acquisition Proposal which the Services Company or Assigned 

Consultant may accept, and any transaction it may purport to effect pursuant thereto, shall be void ab initio. 

9. Restrictive Covenants. 

9.1 Each of Services Company, Assigned Consultant and Mr. Saenz (each, an "Interested Party" and 

collectively, the "Interested Parties") understand and agree that the transactions contemplated herein will 

result in an immediate and direct benefit to each such Interested Party, including the direct or indirect 

receipt of a portion ofthe consideration, including any Earn-Out Obligation, paid by Client. 

9.2 In order to protect the value of the business of the Client Group as conducted on the date hereof (together 

with any other line of business proposed to be engaged in by Client as of the date hereof, the "Business"), 

for a period of five (5) years after the date hereof (the "Restricted Period"), the Interested Parties shall not 

in the United States of America or in such other geographic areas in which Client conducts business or 

proposes to conduct business as of the date hereof, directly or indirectly, and shall not cause or permit any 

Affiliate or other Person to, own, operate, manage, control, engage in, Participate in, invest in, act as 

employee of or consultant or advisor to, render services for (alone or in association with any Person), sell 

or license technology, intellectual property or any other assets to, or otherwise assist in any manner, or 

actively prepare to do any of the foregoing, any Person that engages in or owns, invests in, operates, 

manages or controls, any venture or enterprise which, directly or indirectly, engages in the development, 

marketing, sale, license, provision and/or maintenance of the products, services and/or technology set forth 

on Exhibit C attached hereto, or could do any of the foregoing through such Interested Party's assistance (a 

7 

Case 5:20-cv-00571-OLG Document 35-8 Filed 01/15/21 Page 9 of 20
"Competitive Business"). "Participate" includes any direct or indirect interest in any enterprise, whether as 

an officer, director, manager, employee, partner, sole proprietor, agent, representative, independent 

contractor, executive, franchisor, franchisee, creditor, owner or otherwise. Notwithstanding the foregoing, 

nothing herein shall prohibit either Interested Party from (i) being a passive owner of not more than two 

percent (2%) of the outstanding stock of any class of securities of a publicly-traded corporation engaged in 

a Competitive Business, so long as the Interested Party has no active participation in the business of such 

corporation, or (ii) performing any services for Client. 

9.3 During the Restricted Period, no Interested Party shall directly or indirectly through another Person 

(i) induce, encourage or attempt to induce or encourage any employee or consultant of the Client Group 

(each, a "Business Associate") to leave the employ of or consulting relationship with the Client Group, or 

(ii) hire, employ or enter into a consulting relationship with any Business Associate during the time such 

Person is an employee or independent consultant for such entities, or for the six (6) months thereafter, or 

(iii) in any way knowingly interfere with the relationship between any vendor, licensee or business relation 

of the Client Group, including, without limitation, inducing such Person to cease doing business with the 

Client Group. Notwithstanding the foregoing, nothing in this Agreement shall prohibit any Interested Party 

or any other Person from making a general, public solicitation for employment, or using an employee 

recruiting or search firm to conduct a search, that does not specifically target employees or consultants of 

the Client Group or any of them, provided that this sentence will not serve to limit in any way the other 

restrictions contained herein, including but not limited to the restrictions set forth in clause (ii) of this 

Section 9.2. 

9.4 During the Restricted Period, no Interested Party shall make, or direct any other Person to make, any 

statement or communicate any information (whether oral or written) that disparages, or harms the 

reputation, in any material respect, of the Business or the Client Group. Nothing in this Agreement shall 

prohibit or restrict any Interested Party from: (i) testifying under oath pursuant to legal process; (ii) 

providing information to, or otherwise assisting in any investigation or proceeding brought by any state or 

federal regulatory or law enforcement agency, legislative body, or the designated compliance or human 

resources officers of the Client Group; or (iii) making any disclosure of information required by law. 

9.5 Each Interested Party acknowledges that Client would not consummate the transactions contemplated in 

this Agreement unless each Interested Party entered into this Agreement and agreed to be bound by the 

terms in this Section 9 and this Agreement was not in full force and effect and a binding and enforceable 

contract of each Interested Party as of the date hereof. Each Interested Party agrees that each of the 

covenants made in this Section 9 shall be construed as agreements independent of any other provision(s) of 

this Agreement and shall survive any order of a court of competent jurisdiction terminating any other 

provision(s) of this Agreement. 

10. General. 

10.1 Publicity. Neither party shall issue a press release or other public statement regarding the relationship of 

the parties or this Agreement without the prior written consent of the other party. 

10.2 Relationship of Parties. For all purposes under this Agreement each party shall be and act as an 

independent contractor and shall not bind nor attempt to bind the other to any contract. Service Provider 

will be solely responsible for its income taxes in connection with this Agreement and Client will be 

responsible for sales, use and similar taxes, if any. 

10.3 Severability. In the event that any provision of this Agreement, or the application thereof, becomes or is 

declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this 

Agreement shall continue in full force and effect and shall be interpreted so as reasonably to effect the 

intent of the parties hereto. The parties shall use their reasonable best efforts to replace such void or 

unenforceable provision of this Agreement with a valid and enforceable provision that shall achieve, to the 

extent possible, the economic, business and other purposes of such void or unenforceable provision. 

10.4 Governing Law; Disputes; Attorney's Fees. This Agreement and any dispute arising hereunder shall be 

governed by the laws of the State of Delaware, without regard to the conflicts of law provisions thereof. 

8 

Case 5:20-cv-00571-OLG Document 35-8 Filed 01/15/21 Page 10 of 20
Both parties consent to the sole and exclusive jurisdiction of the Court of Chancery of the State of 

Delaware with respect to any dispute arising hereunder. Each party to this Agreement agrees that a final 

judgment in any such action or proceeding shall be conclusive and may be enforced in any other 

jurisdictions by suit on the judgment or in any other manner provided by applicable law. Each party to this 

Agreement irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do 

so, any objection which it may now or hereafter have to the laying of venue of any action or proceeding 

arising out of or relating to this Agreement, the transactions contemplated hereby or the subject matter 

hereof in any court referred to above, including the defense of an inconvenient forum to the maintenance of 

such action or proceeding in any such court. In any action or proceeding to enforce rights under this 

Agreement, the prevailing party will be entitled to recover reasonable costs and attorneys' fees. 

10.5 Waiver of Jury Trial. Each party hereto hereby waives, to the fullest extent permitted by applicable law, 

any right it may have to a trial by jury in any legal proceeding directly or indirectly arising out of or 

relating to this Agreement, the transactions contemplated hereby or the subject matter hereof (whether 

based on contract, tort or any other theory). 

10.6 Miscellaneous. Neither party shall have the right to assign this Agreement to another party, except that 

Client may assign its rights and obligations without consent to a successor to all or substantially all of its 

relevant assets or business. The Terms and Conditions of this Agreement shall take precedence over and 

shall govern over any inconsistent or conflicting terms in the Statement of Work (even if signed), unless 

and solely to the extent that the parties expressly state in such Statement of Work that they intend to 

override the Terms and Conditions. No waiver, change, or modification to this Agreement will be effective 

unless in writing signed by both parties. Any notices in connection with this Agreement will be in writing 

and sent by first class US mail, confirmed facsimile or major overnight delivery courier service to the 

address specified on the cover sheet or such other address as may be properly specified by written notice 

hereunder. The parties agree that this Agreement may be signed by manual or facsimile signatures and in 

counterparts, each of which shall be deemed an original and all of which together shall constitute one and 

the same instrument. In this Agreement (including, for the avoidance of doubt, the Exhibits and Statements 

ofWork attached hereto), the terms "Dollars," "USD" and"$" mean United States Dollars. 

11. Definitions. 

11.1 "Affiliate" means with respect to any Person, any other Person directly or indirectly controlling, controlled 

by, or under common control with such first Person. For such purpose, "control" means the possession, 

directly or indirectly, of the power to direct or cause the direction of the management and policies of a 

Person, whether through the ownership of voting securities or voting interests, by contract or otherwise, 

and the terms controlling and controlled have correlative meanings. A subsidiary of a party will be deemed 

to be an Affiliate of a party for all purposes hereunder. 

11.2 "Client Group" means, collectively, Client and each of its parent entities and its subsidiaries. 

11.3 "Existing Customer" means any Person that is a customer of the Client Group as of the date hereof, other 

than Aucnet. 

11.4 "lFRS" means international financial reporting standards as in effect as of the date hereof. 

11.5 "Person" means any individual, corporation (including any non-profit corporation), general partnership, 

limited partnership, limited liability partnership, joint venture, estate, trust, company (including any limited 

liability company or joint stock company), firm or other enterprise, association, organization or entity, or 

any governmental authority. 

11.6 "New Customer" means any Person that is not a customer of the Client Group as of the date hereof. 

11.7 "New Product(s)" means product(s) that incorporate the Deliverables. 

9 

Case 5:20-cv-00571-OLG Document 35-8 Filed 01/15/21 Page 11 of 20
10 

Case 5:20-cv-00571-OLG Document 35-8 Filed 01/15/21 Page 12 of 20
The parties agree as follows: 

L INTRODUCTION 

EXHffiiTA 

STATEMENT OF WORK #1 

currently develops and markets a mobile device diagnostics and erasure solution targeted to high volume device processors that service the 

secondary mobile device market. A key selling proposition in the mobile processor market is the ability to diagnose, erase, and report on each mobile 

device as uickl and efficient! as ossible. ZroBlack will provide consultancy services to improve the speed and efficiency of the2 SCOPE OF SERVICES 

ZroBlack shall perform the following Services: 

(a) Education: ZroBlack has acquired key knowledge in the areas of mobile device identification, diagnostics, data clearing, and validation. This 

agreement includes the passdown of this knowledge to the team through training. 

(b) Software Development Best Practices: ZroBlack has utilized varying techniques within software to communicate with mobile device 

components. This agreement includes consulting with the ..._on software development best practices, coding techniques, and 

development of software utilities to communicate with mo~nd components. 

(c) Hardware Development Best Practices: ZroBlack has utilized varying hardware devices and cables to communicate with mobile device 

components. This agreement includes consulting with the on hardware development techniques to communicate with mobile devices 

and components. 

(d) Documentation: The mobile device processor market relies on support for the wide variety of mobile devices that will be processed. This 

agreement includes consulting with the how best to organize and document the process of supporting ability to identify, diagnose, 

clear, and validate the devices covered in the scope of this consultancy agreement. 

l DELIVERABLES 

ZroBlack shall provide the following Deliverables: 

(a) PHASE 1: Device Initialization 

This phase includes the following deliverables: 

Mobile device initialization -how data is passed to a device when connecting to a USB cable 

Identifying hardware components within each target device to understand how the data is stored on chip 

Understanding where device data is stored on specific components across various mobile devices 

Case 5:20-cv-00571-OLG Document 35-8 Filed 01/15/21 Page 13 of 20
Concepts about communication with device firmware on IC components 

Accessing device data on specific components through USB using software external to the device 

Device identification across various states of the device, including but not limited to turned on, turned off, locked, unlocked 

Initialization of devices, understanding how the device comes in and out, what are we looking for, how are we looking for it, we cannot 

get this one piece when the device comes in and out, what do we do next 

Teardown of Apple devices and Android devices 

Teardown of Apple OEM and Samsung OEM USB cables 

Identify components in the cables required to access the data on mobile components 

(b) PHASE 2: iOS Device Implementation 

This phase includes the following deliverables: 

iOS device identification, diagnostics, data clearing and validation 

Architect and build the iOS device information database 

Design and develop the software utilities required to query data from device components 

Document device data and transcribe into customer facing device identification and diagnostics 

Document, design and develop software to data clear and validate supported devices 

(c) PHASE 3: Android Device Implementation 

This phase includes the following deliverables: 

Android device identification, diagnostics, data clearing and validation 

Architect and build the Android device information database 

Design and develop necessary hardware components and cables to effectively query data from device components 

Design and develop the software utilities required to query data from device components 

Document device data and transcribe into customer facing device identification and diagnostics 

Document, design and develop software to data clear and validate supported devices 

Design and develop instant data erasure for Samsung devices 

(d) PHASE 4: Wearables, Streaming Media Devices and Other Device Implementation 

This phase includes the following deliverables: 

Wearable device identification, diagnostics, data clearing and validation 

Wearables include Apple Watch, Samsung Gear, Android WearOS devices, Apple Pencil, Apple AirPods, Apple TV and other streaming 

devices 

Architect and build the Wearables device information database 

Design and develop necessary hardware components and cables to effectively query data from device components 

Design and develop the software utilities required to query data from device components 

Document device data and transcribe into customer facing device identification and diagnostics 

Document, design and develop software to data clear and validate supported devices 

NOTE: Smart TVs and Gaming Consoles are outside the scope of this agreement. 

(e) PHASE 5: Mobile Device Analytics 

Case 5:20-cv-00571-OLG Document 35-8 Filed 01/15/21 Page 14 of 20
This phase includes the following deliverables: 

Maintenance to support new devices entering the market 

Maintenance to support new versions of supported mobile device operating systems 

Architect and build system for collecting anonymized customer device data 

Implement Artificial Intelligence (AI) on collected device data to provide customer insights, insights, and market insights 

Implement Alert systems to identity supported device issues 

4. MILESTONES 

ZroBlack shall achieve the following Milestones: 

1 

2 

3 

--com~l~tes Phase 1 tr~ining. ~1 training documented, including identification of key device 

~d abthty to commumcate wtth key components through USB. ! 

nrntlnrt with updated support for iOS 

!product with updated support for 

..... 1111111~~-... llll .. ~--..--.--.. -.11111111!1• .. ••~-·lHuuu~;L with updated support for 

4 "+" clearing, and validation. 

5 -implements mobile device analytics based updated data collection architecture. 

5. DEPENDENCIES 

Successful delivery of services depends on the following dependencies: 

(a) 

(b) Mobile devices for testing 

This includes sample devices for tear down and for testing purposes, such as the following: 

Apple iPhone smartphone 

Case 5:20-cv-00571-OLG Document 35-8 Filed 01/15/21 Page 15 of 20
Samsung Galaxy smartphone 

Apple Watch 

Other devices needed to test in order to support 

(c) PHASE 4: Wearables, Streaming Media Devices and Other Device Implementation 

This includes items typically used for mobile device repair, such as the following: 

Microscope 

Soldering iron 

Mobile device screw kits 

Dental picks 

Other materials needed to effectively identify device components 

6. ACCEPTANCE CRITERIA 

Unless otherwise agreed herein, the Services are deemed accepted upon review and acceptance by technical and business teams. 

7. POINT OF CONTACT 

The following persons are designated as primary point(s) of contact of the respective parties for any matters concerning this SOW: 

-

ZroBlack : Jonathan Villarreal, jv@zroblack.com 

& STAFFING AND LOCATION 

All services to be provided by Jonathan Villarreal. 

During the first six (6) months of this SOW, Jonathan Villarreal shall travel to no less than once per month for up to two (2) weeks at 

a time to meet and work with the --on a Full-Time, meaning at least forty (40) hours per week, basis to complete the Services. During the 

remainder of the term of this SO~al agrees to travel to at -request, but in no event more than once per month 

for up to two (2) weeks at a time, to meet and work with the n a Full-Time basis. 

Mr. Saenz shall travel to ...__with Mr. Villarreal on Mr. Villarreal's first trip to 

- During the remaind~his SOW, Mr. Saenz shalltt.ra~v~e~l ito~~~=~~~ per month for up to two (2) weeks at a time, to meet and work with thel on a Full-Time basis. 

meet and work with the1'"'4uc1it, but in no event more than once 

Case 5:20-cv-00571-OLG Document 35-8 Filed 01/15/21 Page 16 of 20
9. COMPENSATION 

Subject to the conditions set forth in th f$1,500,000 USD. 

Client shall pay the travel, hotel, and fo rreal's spouse, in accordance with 

Client's travel policy. 

This Statement of Work is entered into betwee ltant," and together with Services 

Company, "Service Provider") and John Saenz, 9 and is subject to the Terms and 

Conditions described in the Professional Servic eement''). By signing below, the 

parties hereto, each acting under due and proper n the parties. 

zroBI ~~gs~ 

By' n1M"""'''§l'l!nature 

Name: John Saenz 

Title: Chief Executive Officer 

Address: 1150 N Loop 1604 W. 

Ste 108-259 

San Antonio Texas, 78248 

Name: Matthew Jones 

Title: ChiefExecutive Officer 

Address: Stansted Business Centre Parsonage 

Road, Takeley Essex, CM22 6PU 

~ 

United Kingdom 

AOA80BCOC75449CStgnature 

Name: George Janssen 

Title: Director 

Address: Stansted Business Centre Parsonage 

Road, Takeley Essex, CM22 6PU 

United Kingdom 

Case 5:20-cv-00571-OLG Document 35-8 Filed 01/15/21 Page 17 of 20
J:;~than Villarrea Q~"'"""'"' ~=~~ 

Signature 

OocuSigned by: 

JBohn Saem ~.l.::: Y · Signature 

Name: Jonathan Villareal Name: John Saenz 

Address: 1150 N Loop 1604 W. Address: 1150NLoop 1604 W. 

Ste 108-259 Ste 108-259 

San Antonio Texas, 78248 San Antonio Texas, 78248 

Case 5:20-cv-00571-OLG Document 35-8 Filed 01/15/21 Page 18 of 20
EXHmiTC 

BriX Core Logic Foundational Logic for All Solutions 

iOS, W atchOS, tvOS Device Identification 

AirPods Data Clearing 

Device Diagnostics 

Validation 

Restoration 

AndroidOS Device Identification 

Data Clearing 

Device Diagnostics 

Validation 

ADB Solutions Auto-Enable ADB Solutions for specified OEM's 

and Carriers 

Titan Cable Wired Auto-Enable ADB proprietary Hardware. 

Prototypes and Schematics included. 

Titan Adapter Auto-Enable ADB proprietary Hardware- Micro 

USB & USB-C pluggable adapter (no wire). 

Prototypes and Schematics included. 

Phoebe Cable Proprietary wired cable, to interface with TizenOS, 

WearOS. Prototypes and Schematics included. 

*Android Samsung Wearables 

Janus Cable Proprietary wired cable to interface with watchOS. 

Prototypes and Schematics included. 

Case 5:20-cv-00571-OLG Document 35-8 Filed 01/15/21 Page 19 of 20
EXHIBITB 

• Device Processing and Secure Data Clearing technologies, including but not limited to: 

o Mobile Devices 

o Apple Laptops 

o Microsoft Surface Pro 

o Streaming Media Players 

o Watch Wearables 

o Smart TVs 

o Gaming Consoles 

• Accessing devices in locked or damaged state (not interested in Data Extraction, but interested in accessing 

for purpose of diagnostics and erasure) 

o Passcode Locked Devices 

o MDM (Mobile Device Management) Locks 

o Damaged Logic Board 

o Damaged Data Port 

• Technologies involved in efficiently processing devices throughout the Mobile Asset Lifecycle, including 

but not limited to: 

o Warehouse Processing 

o Mobile Retail 

o Mobile Buyback 

o Call Center 

o Insurance 

• Foundational logic on the wireless connectivity to devices for purpose of diagnostics and erasure 

Case 5:20-cv-00571-OLG Document 35-8 Filed 01/15/21 Page 20 of 20