AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. INFORMATION CONTAINED IN THIS PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED BEFORE THE OFFERING STATEMENT FILED WITH THE COMMISSION IS QUALIFIED. THIS PRELIMINARY OFFERING CIRCULAR SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR MAY THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION UNDER THE LAWS OF SUCH STATE. THE COMPANY MAY ELECT TO SATISFY ITS OBLIGATION TO DELIVER A FINAL OFFERING CIRCULAR BY SENDING YOU A NOTICE WITHIN TWO BUSINESS DAYS AFTER THE COMPLETION OF THE COMPANY’S SALE TO YOU THAT CONTAINS THE URL WHERE THE FINAL OFFERING CIRCULAR OR THE OFFERING STATEMENT IN WHICH SUCH FINAL OFFERING CIRCULAR WAS FILED MAY BE OBTAINED.

PRELIMINARY OFFERING CIRCULAR DATED NOVEMBER 25, 2020

SEISMIC CAPITAL COMPANY

11271 Ventura Blvd #479

Los Angeles, CA 91604

1 (424) 512-2200

www.seismic.company

Up to 49,000,000 shares of Common Stock

SEE “SECURITIES BEING OFFERED” AT PAGE 35

We are offering up to 49,000,000 shares of Common Stock on a "best efforts" basis.

(1)   The Company intends to engage C2M Securities LLC as its placement agent for this Offering and will agree to pay cash fees of up to approximately $4.4 million for a fully-subscribed offering to the Placement Agent and third party registered brokers-dealers who introduce investors to this offering (the “Offering”).  The maximum commission payable to the Placement Agent is 9% if all Common Stock were to be sold through the Placement Agent. See the “Plan of Distribution” for details.

(2)   Not including expenses of this Offering, which are estimated at approximately $161,700 for a fully-subscribed offering, not including state filing fees.

We have engaged Atlantic Capital Bank, National Association as an escrow agent (the “Escrow Agent”) to hold funds tendered by investors. We may hold a series of closings at which we receive the funds from the escrow agent and issue the shares to investors. This Offering will terminate at the earlier of (i) the date at which the maximum offering amount has been sold; (ii) three years from the date of qualification of this Offering Statement or (iii) the date at which the Offering is earlier terminated by the company at its sole discretion. However, if a new offering statement is filed with the United States Securities and Exchange Commission (the “SEC”) prior to the termination of this Offering, this Offering may continue to be offered and sold until the earlier of the qualification of the new offering statement or three years and 180 days from the date of qualification of this Offering Statement. At least every 12 months after this Offering has been qualified by the SEC, the Company will file a post-qualification amendment to include its recent financial statements. The Offering is being conducted on a best-efforts basis without any minimum target. We may undertake one or more closings on a rolling basis, if we do so, we anticipate after the initial closing to hold closing at least on a monthly basis. After each closing, funds tendered by investors will be available to us, and since there is no minimum offering amount, we will have access to these funds even if they do not cover the expenses of this Offering.

The minimum investment amount for our Common Stock is $1,000.

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

GENERALLY, NO SALE MAY BE MADE TO YOU IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR ANNUAL INCOME OR NET WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED APPLICABLE THRESHOLDS, WE ENCOURAGE YOU TO REVIEW RULE 251(d)(2)(i)(C) OF REGULATION A. FOR GENERAL INFORMATION ON INVESTING, WE ENCOURAGE YOU TO REFER TO WWW.INVESTOR.GOV.

This offering is inherently risky. See “Risk Factors” on page 11.

Sales of these securities will commence on approximately [•], 2020, within two days of the qualification of this offering.

This Offering Circular follows the Offering Circular format.

In the event that we become a reporting company under the Securities Exchange Act of 1934, we intend to take advantage of the provisions that relate to “Emerging Growth Companies” under the JOBS Act of 2012. See “Implications of Being an Emerging Growth Company.

IMPORTANT INFORMATION ABOUT THIS OFFERING CIRCULAR

Please carefully read the information in this Offering Circular and any accompanying Offering Circular supplements, which we refer to collectively as the Offering Circular. You should rely only on the information contained in this Offering Circular. We have not authorized anyone to provide you with different information. This Offering Circular may only be used where it is legal to sell these securities. You should not assume that the information contained in this Offering Circular is accurate as of any date later than the date hereof or such other dates as are stated herein or as of the respective dates of any documents or other information incorporated herein by reference.

This Offering Circular is part of an offering statement that we filed with the SEC. Periodically, as we make material investments, or have other material developments, we will provide an Offering Circular supplement that may add, update or change information contained in this Offering Circular. Any statement that we make in this Offering Circular will be modified or superseded by any inconsistent statement made by us in a subsequent Offering Circular supplement. The offering statement we filed with the SEC includes exhibits that provide more detailed descriptions of the matters discussed in this Offering Circular. You should read this Offering Circular and the related exhibits filed with the SEC and any Offering Circular supplement, together with additional information contained in our annual reports, semi-annual reports and other reports and information statements that we will file periodically with the SEC. See the section entitled “Additional Information” for more details.

The offering statement and all supplements and reports that we have filed or will file in the future can be read at the SEC website, www.sec.gov, or on the Company’s website, www.seismic.company. The contents of the Company’s website (other than the offering statement, this Offering Circular and the appendices and exhibits thereto) are not incorporated by reference in or otherwise a part of this Offering Circular.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements under “Offering Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “The Company’s Business” and elsewhere in this Offering Circular constitute forward-looking statements. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar matters that are not historical facts. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “should,” “will” and “would” or the negatives of these terms or other comparable terminology.

You should not place undue reliance on forward looking statements. The cautionary statements set forth in this Offering Circular, including in “Risk Factors” and elsewhere, identify important factors which you should consider in evaluating our forward-looking statements. These factors include, among other things:

This list of factors that may affect future performance and the accuracy of forward-looking statements is illustrative, but not exhaustive. New risk factors and uncertainties not described here or elsewhere in this Offering Circular, including in the sections of entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” may emerge from time to time. Moreover, because we operate in a competitive and rapidly changing environment, it is not possible for our management to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. The forward-looking statements are also subject to the risks and uncertainties specific to the Company including but not limited to the fact that we have limited operating history and a small management team. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this Offering Circular may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance and events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, neither we nor any other person assume responsibility for the accuracy and completeness of the forward-looking statements.

This Offering Circular contains estimates and statistical data that we obtained from industry publications and reports. These publications generally indicate that they have obtained their information from sources believed to be reliable, but do not guarantee the accuracy and completeness of their information, and you are cautioned not to give undue weight to such estimates. Although we believe the publications are reliable, we have not independently verified their data. In addition, projections, assumptions and estimates of our future performance and the future performance of the markets in which we operate are necessarily subject to a high degree of uncertainty and risk.

You should read this Offering Circular and the documents that we reference and have filed as exhibits to the offering statement of which this Offering Circular is a part with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect.

Should one or more of the risks or uncertainties described in this Offering Circular occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements.

All forward-looking statements, expressed or implied, included in this Offering Circular are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue.

Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this prospectus.

OFFERING SUMMARY

This Offering summary highlights material information regarding our business and this Offering. Because it is a summary, it may not contain all of the information that is important to you. To understand this offering fully, you should read the entire Offering Circular carefully, including the “Risk Factors” section before making a decision to invest in our Common Stock.

In this Offering Circular, the term “Seismic,” “we,” or the “Company” refers to Seismic Capital Company. The term “Offering” refers to the offer of Common Stock offered pursuant to this Offering Circular. The Company’s website is not incorporated into this Offering Circular.

Summary

Seismic is a newly formed Delaware corporation. Our business plan is to find, invest in, and grow early stage companies we believe have the ability to disrupt their marketplaces. Our goal is to turn seismic ideas into disruptive successful companies.

We plan to raise up to $49 million in this Offering and use the capital to invest in 10 to 15 early stage companies. We plan to take and hold a majority equity position in most of our portfolio companies. As a holding company-incubator, we intend to participate in the businesses of our subsidiary portfolio companies. We will provide them, as needed or appropriate, management, marketing and technical support, office space, employment human resources and payroll services, legal and accounting services, transaction advisory and investment banking services, sales guidance and support, management and advisory services, and other types of mentoring support. Unlike short-term incubator programs typically hosted by universities or sponsored by local economic development organizations, we plan to stay involved with our portfolio companies for a much longer period of time – approximately three to seven years on average. We seek highly promising opportunities and look beyond short-term financial return. We believe that our focus and ability to seek disruptive companies and winning teams, and to create a platform of portfolio companies aimed at causing seismic disruption in their market, will allow us to generate an attractive rate of return for our investors. We will manage our assets so as not to become an “investment company” as that term is defined in the Investment Company Act of 1940 (the “Investment Company Act”).

As of the date of this Offering Circular, we have begun to put in place the cornerstones of our business plan: an experienced legal and accounting team to help put the proper procedures and business processes in place at every portfolio company, a suite of benefits and human resources management resources, mentoring, sales and marketing management, technology design and infrastructure support, and advisors on every aspect of building a business from diversity and inclusion to programming design to incubator management. Further, we have signed non-binding letters of intent with three potential acquisitions.

Market Opportunity

The COVID-19 pandemic and concurrent economic slowdown are causing shifts in every area of society. We expect a huge increase in creativity and in re-thinking how business is done and how people navigate their daily lives. We are poised to foster some of the growth and change that is anticipated. We believe there are many industries, niches, and processes ripe for disruption. Here are just a few examples:

Our Strategy

We believe the winning strategy is to partner with highly motivated management teams and disruptive entrepreneurs. Success of our business model is premised on the following:

Our Strengths and Competitive Advantages

We believe our competitive strengths lie in the “blue-chip” benefits we confer and make available to all our portfolio companies. We believe that these benefits will greatly enhance their likelihood of success. Some of these benefits include:

The Offering

The Offering is for Common Stock of Seismic Capital Company. The rights of the Common Stock are described more fully in “Securities Being Offered.”

Implications of Being an Emerging Growth Company

As an issuer with less than $1 billion in total annual gross revenues during our last fiscal year, we will qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and this status will be significant if and when we become subject to the ongoing reporting requirements of the Exchange. An emerging growth company may take advantage of certain reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies. In particular, as an emerging growth company we:

We intend to take advantage of all of these reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting standards under Section 107 of the JOBS Act. Our election to use the phase-in periods may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the phase-in periods under Section 107 of the JOBS Act.

Under the JOBS Act, we may take advantage of the above-described reduced reporting requirements and exemptions for up to five years after our initial sale of common equity pursuant to a registration statement declared effective under the Securities Act of 1933, as amended, or such earlier time that we no longer meet the definition of an emerging growth company. Note that this offering, while a public offering, is not a sale of common equity pursuant to a registration statement, since the offering is conducted pursuant to an exemption from the registration requirements. In this regard, the JOBS Act provides that we would cease to be an “emerging growth company” if we have more than $1 billion in annual revenues, have more than $700 million in market value of our common stock held by non-affiliates, or issue more than $1 billion in principal amount of non-convertible debt over a three-year period.

Certain of these reduced reporting requirements and exemptions are also available to us due to the fact that we may also qualify, once listed, as a “smaller reporting company” under the Commission’s rules. For instance, smaller reporting companies are not required to obtain an auditor attestation on their assessment of internal control over financial reporting; are not required to provide a compensation discussion and analysis; are not required to provide a pay-for-performance graph or CEO pay ratio disclosure; and may present only two years of audited financial statements and related MD&A disclosure.

Selected Risks Associated with Our Business

Our business is subject to a number of risks and uncertainties, including those highlighted in the section titled “Risk Factors” immediately following this summary. These risks include, but are not limited to, the following:

Risks Relating to Our Business

Risks Relating to the Offering and Ownership of Our Shares

RISK FACTORS

Investing in our securities involves a high degree of risk. You should consider carefully the risks and uncertainties described below, together with all of the other information in this offering circular before deciding whether to invest in our securities. The risks and uncertainties described in this offering circular are not the only ones we face. We are also subject to all the same risks that all companies in the current economy are exposed to. These include risks relating to starting a business, and conducting business during a global pandemic, economic downturns, political and economic events and technological developments (such as cyber-attacks and the ability to prevent those attacks). Additionally, early-stage companies are inherently riskier than more developed companies.

Additional risks and uncertainties that we are unaware of or that we believe are not material at this time could also materially adversely affect our business, financial condition or results of operations. See also the information contained under the heading “Cautionary Note Regarding Forward-Looking Statements.” If any of the events discussed in the risk factors below or elsewhere in this offering circular occur, it could have a material and adverse impact on our business, results of operations, financial condition and cash flows. If that were to happen, you could lose all or part of your investment.

Risks Relating to Our Business

We are a brand-new company with no operating history, which may make it difficult for investors to evaluate our business model and to assess our future viability.

We are a newly formed company with no operating history upon which an evaluation of our past performance and future prospects can be made. Our operations to date have been limited to organizing the Company, identifying and assembling our Board of Advisors, engaging in activities related to financings, including this Offering, and beginning the search for appropriate portfolio companies. There is no assurance that we can execute our business strategy successfully or that we will ever be profitable.

We have concluded that substantial doubt exists regarding our ability to continue as a going concern

We were incorporated on July 1, 2020 and, as of the date of this Offering Circular, we have not generated any revenues and our operations have been funded through advances from our officers and seed investments. As of August 31, 2020, we have negative working capital of $181,876 and an accumulated deficit of $151,876. As such, substantial doubt exists regarding our ability to continue as a going concern for a period of at least twelve months from the date of this filing. Our failure to raise additional short-term capital could have a negative impact on not only our financial condition but also our viability.

Investors will have no opportunity to evaluate or approve our acquisitions or investments.

Our business model requires us to identify and actively pursue winning management teams and disruptive entrepreneurs in early stage companies aimed at causing seismic disruption in the digital industry. Although we have entered into non-binding letters of intent with certain companies regarding possible investment subject to due diligence among other things, we have no commitments to enter into any contract with any of them. Since our relationship with these prospective targets do not rise to the level of a “probable” acquisition at this time, their financial statements are not made available to our investors. As a result, there is no information regarding the performance of any particular company that you can evaluate when determining whether to invest in us, and investors will generally not have an opportunity to evaluate or approve our acquisitions or investments. You must rely solely on us and our executive officers with respect to the selection, amount and economic merits of each potential acquisition.

Our business strategy depends in large part on our ability to purchase controlling equity stakes in early stage companies at a reasonable price.

Our business model requires us to own and hold in most cases a controlling equity position in promising early stage companies with a developed service or product, at least one customer and two to three years of business activities. There are no assurances that we can identify targets that fit these target investment criteria, and even if we can, that any of the possible transactions under review by us will be concluded successfully. We plan to actively pursue disruptive entrepreneurs and make investments shortly after the Offering. However, there are no assurances that we will be able to do so, or if so, at an attractive valuation.

We may invest in one or more target companies that have existing relationships with entities affiliated with our officers, advisors and existing stockholders which may raise potential conflicts of interest.

Both our Chief Executive Officer, Mr. Weinstein and our President, Mr. White, have been active in the capital markets. Through their companies as well as in their individual capacities, they have existing relationships with numerous private companies. In light of their involvement and that of our advisors and existing stockholders with other entities in the capital market, the Company may decide to invest in one or more companies affiliated with the Company’s officers, advisors or stockholders. Even though the Company plans to obtain evaluation input from an independent investment banking firm or another independent third party that commonly renders valuation opinions, potential conflicts of interest may still exist, and as a result, the terms of the investment may not be as advantageous to the Company’s public stockholders as they would be absent any conflicts of interest. See “Interest of Management and Others in Certain Transactions.”

We may never generate sufficient income to become profitable.

Our ability to become profitable will depend, among other things, upon our ability to successfully identify, evaluate, and purchase a controlling stake in promising early stage companies at a fair price, and later to monetize that stake. Even if we are able to successfully do these and other things that are within our control, there are a lot of factors beyond our control that could impact our ability to generate income or cash flows or be profitable, including those discussed in these risk factors. In addition, there are numerous risks and uncertainties associated with investing in early stage companies. Notwithstanding our mentorship and value-added services, there are no assurances that these early stage companies will succeed or can execute a successful exit strategy. We are unable to predict when or whether we will be able to achieve or maintain profitability. We have no history or track record to demonstrate, and we can make no assurances that our business model will be successful. Consequently, it will be difficult for anyone to predict our future success, performance or viability.

Our business model may require us to have higher operational costs than other business incubators or accelerators.

We intend to conduct our operations so that we are not required to register as an investment company under the Investment Company Act. Therefore, in most cases, we will invest and hold a controlling stake in early stage operating companies and these companies will become majority-owned subsidiaries of ours as a result. While we will likely hold minority equity positions in some of our portfolio companies, we plan to invest in, hold or own such “investment securities” representing not more than 40% of our total assets on an unconsolidated basis, excluding cash and government securities at any time (the “40% asset test”). Our business model requires us to develop and implement robust internal procedures to track valuations of our operating subsidiaries on an ongoing basis so as not to fail the 40% asset test and be deemed an “investment company” under the Investment Company Act. Some of these robust internal procedures will include:

Our operating costs may be higher than those of typical business incubators and business accelerators without similar procedures. In the event that outside financial, appraisal, valuation or pricing services are engaged, we will incur additional expenses.

We also do not plan to charge our majority-owned subsidiaries the cost of administration of our value-added services such as, employee health and dental insurance, corporate legal and accounting assistance, office and conference space and the like. Instead, we will bear such costs of administration which could cause our operating costs to be higher than they otherwise would be.

Our integrity and accountability standards may negatively affect our bottom-line results.

A core tenet of our business model is to advance diversity and inclusion. We will seek to become a “Certified B Corporation,” balancing purpose and profit, considering the impact of our decisions on our employees, customers, suppliers, community, and the environment, and becoming part of a community of leaders that uses business as a force for good. However, there can be no assurances that we will be successful in implementing this strategy or in reaching the status of a “Certified B Corporation” at any time. We believe that more and more companies are signing on to similar underlying operating principles. However, there is no evidence at this time that investors will derive any direct benefits from our status as a “Certified B Corporation.” In our pursuit of protecting the environment and our communities, contributing to a world with less inequality and poverty, better health, greater human connections and more jobs with purpose and dignity, we may make decisions that may be incrementally more expensive to implement, and that may make it difficult for investors to compare us with our competitors that are pursuing bottom-line-only business strategies.

If we are deemed an “investment company” under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted.

In connection with the Section 3(a)(1)(A) and Section 3(a)(1)(C) analysis under the Investment Company Act, the determination of whether an entity is a majority-owned subsidiary of our company is made by us. The Investment Company Act defines a majority-owned subsidiary of a person as a company 50% or more of the outstanding voting securities of which are owned by such person, or by another company which is a majority-owned subsidiary of such person. The Investment Company Act further defines voting security as any security presently entitling the owner or holder thereof to vote for the election of directors of a company. We intend to treat companies in which we own at least a majority of the outstanding voting securities as majority-owned subsidiaries. We also treat subsidiaries of which we or our wholly-owned or majority-owned subsidiary is the General Partner (in a General Partner-managed entity) or managing member (in a member-managed entity) or in which our agreement or the agreement of our wholly-owned or majority-owned subsidiary is required for all major decisions affecting the subsidiaries (collectively “Controlled Subsidiaries”), as majority-owned subsidiaries even though none of these issued by such Controlled Subsidiaries meets the definition of voting securities under the Investment Company Act. We reached our conclusion on the basis that the interests issued by the Controlled Subsidiaries are the functional equivalent of voting securities. We have not asked the SEC staff for concurrence of our analysis, our treatment of such interests as voting securities, or whether the Controlled Subsidiaries, or any other of our subsidiaries, may be treated in the manner in which we intend, and it is possible that the SEC staff could disagree with any of our determinations. If the SEC staff were to disagree with our treatment of one or more companies as majority-owned subsidiaries, we would need to adjust our strategy and our assets. Any such adjustment in our strategy could have a material adverse effect on us.

Furthermore, although we plan to develop and implement robust internal procedures to track valuations of our operating subsidiaries on an ongoing basis so as not to fail the 40% asset test and be deemed as an “investment company” under the Investment Company Act, there can be no assurances that our procedures will be effective at all times. If such measures or procedures proved to be ineffective, we could be forced to adjust our business strategy, which could limit our ability to make certain investments or require us to sell assets in a manner, at a price or at a time that we otherwise would not have chosen. This could negatively affect the sustainability of our business model.

If we were at any time required to register and function as a regulated investment company under the Investment Company Act, we would have to comply with a broad range of regulatory requirements, including limitations on our capital structure and our ability to borrow; restrictions on our investments; limitations on the composition of our board of directors; and reporting, record-keeping and disclosure obligations. If we were required to register as an investment company but failed to do so, we could be prohibited from engaging in our business, and criminal and civil actions could be brought against us.

Registration with the SEC as an investment company would be costly, would subject us to a host of complex regulations and would divert attention from the conduct of our business, which could materially and adversely affect us. In addition, if we purchase or sell our assets to avoid becoming an investment company under the Investment Company Act, our net asset value, the amount of funds available for investment and our ability to make distributions could be materially adversely affected.

If we fail to raise the funds we need to make acquisitions, or fail to become profitable or are unable to sustain profitability on a continuing basis, then we will need to significantly delay, scale back or discontinue the anticipated levels of our acquisitions and operations.

Even if this Offering is successful, we may need to raise additional capital to make additional acquisitions. If planned operating levels are changed, higher operating costs are encountered, more time is needed to implement the plan, or less funding than anticipated is received, additional funds may be required to execute our business plan. If we are unable to raise additional capital in sufficient amounts or on terms acceptable to us, we may be forced to curtail our acquisitions, or significantly delay, scale back or discontinue our operations. If we raise additional funds through the issuance of additional equity or debt securities, it could result in dilution to our existing investors or fixed payment obligations that could reduce our ability to fund our other operations. Furthermore, these securities may have rights senior to your Shares and could contain covenants that would restrict our operations and potentially impair our competitiveness, such as limitations on our ability to incur additional debt. Any of these events could significantly harm our business, financial condition and prospects. There is no minimum offering amount for this Offering, and therefore no guarantee that we will be able to make meaningful investments from the amount raised, or even cover the costs of this Offering.

Our success will depend on our executive officers and loss of any of our executive officers may prevent us from executing our business strategy successfully.

Our Chief Executive Officer, Steven Weinstein and our President, Eric White have over 60 years of combined experience working with companies in various stages of development. They both have raised capital for their own ventures, invested in others, and connected company sponsors with funding sources. Together with our Chief Financial Officer, Alice Neuhauser, and our Senior Vice President, Yann Geron, our executive management team has deep knowledge and experience in all aspects of business operations. Moreover, our Board of Advisors is comprised of serial entrepreneurs and veterans in the technology, information design and infrastructure, banking, corporate finance, business incubator, diversity and lobbying business. Our strategy is to give all our portfolio companies access to our suite of support, mentorship and services so as to help them remove some of the operational challenges common to early stage companies, and in turn enhance their likelihood of success. Loss of any of our executive management team or advisors may prevent us from executing our business strategy successfully.

Our business may be adversely affected by competitive market conditions and we may not be able to adapt our business strategy to a changing economy during a global pandemic.

We face competition with business incubators, business accelerators, angel investors, venture capital funds and other capital providers. Companies may give more time and attention to other potential investors which are better funded or better known, or have a longer operational history than us. There are no assurances that any of the possible transactions under review by us will be concluded successfully. Even if we are successful in making the investment, competition may compel us to pay prices that are higher than what would otherwise be the case. Success of our business strategy will also depend on our ability to anticipate and keep up with technological developments in the digital world and the changing economy during a global pandemic. If we are unable to implement our strategy successfully or properly react to changes in market conditions, our financial condition, results of operations and cash flows could be adversely affected.

The novel coronavirus (COVID-19) pandemic and the concurrent economic slowdown may have an unexpected effect on our business, financial condition, and results of operations.

In March 2020, the World Health Organization declared COVID-19 a global pandemic, and governmental authorities around the world have implemented measures to reduce the spread of COVID-19. These measures have adversely affected workforces, customers, supply chains, consumer sentiment, economies, and financial markets, and, along with decreased consumer spending, have led to an economic downturn across many global economies.

The COVID-19 pandemic has rapidly escalated in the United States, creating significant uncertainty and economic disruption, and leading to record levels of unemployment nationally. Numerous state and local jurisdictions have imposed, and others in the future may impose, shelter-in-place orders, quarantines, shut-downs of non-essential businesses, and similar government orders and restrictions on their residents to control the spread of COVID-19. Such orders or restrictions have resulted in temporary facility closures, work stoppages, slowdowns, and travel restrictions, among other effects, thereby adversely impacting our operations. In addition, we expect to be affected by a downturn in the U.S. economy, which could have an adverse impact on our ability to make acquisitions and may have a significant impact on our business operations and financial results.

The extent to which COVID-19 ultimately impacts our business, financial condition and results of operations will depend on future developments, which are highly uncertain and unpredictable, including new information which may emerge concerning the severity and duration of the COVID-19 outbreak and the effectiveness of actions taken to contain the COVID-19 outbreak or treat its impact, among others. Additionally, the extent to which COVID-19 ultimately impacts our operations will depend on a number of factors, many of which will be outside of our control. The COVID-19 outbreak is evolving, and new information emerges daily; accordingly, the ultimate consequences of the COVID-19 outbreak cannot be predicted with certainty.

Risks Relating to the Offering and Ownership of Our Shares

There is no current market for our securities.

There is no formal marketplace for the resale of our securities. Our Shares may be traded to the extent any demand and/or trading platform(s) exists. However, there is no guarantee there will be demand for the Shares, or a trading platform that allows you to sell them. We currently do not have plans to apply for or otherwise seek trading or quotation of our Shares on an over-the-counter market. However, there are several companies developing alternative trading systems that focus on shares sold in Regulation A offerings. To date, none of those platforms have developed or developed in a way that would provide liquidity. Even if such a platform develops for secondary trades in our Shares, there may not be sellers for your shares at your desired price or at any price at all. It is also hard to predict if we will ever be acquired by a bigger company. Investors should assume that they may not be able to liquidate their investment or pledge their shares as collateral for some time. Due to the illiquid nature of the Shares, investors should be prepared to hold the Shares for an indefinite period of time.

Investors in this Offering may experience immediate and substantial dilution.

Prior to this Offering, 105,000,000 shares of Common Stock were issued to our founders for an aggregate initial investment of $1,050, and we issued 429,136 shares of Common Stock to seed investors for $147,284. Since our Common Stock immediately prior to this Offering were sold at a per share price substantially lower than that offered in this Offering, investors in this Offering will suffer immediate and substantial dilution. For instance, if this Offering is fully subscribed, new investors in this Offering will own approximately  31.7% of the then outstanding shares of Common Stock, but will have paid approximately 100% of the total consideration for our outstanding shares. In other words, if there is profit available to be distributed, investors in this Offering will receive only 31.7% of the profit , while if there are losses, those investors will bear almost the entire loss while the existing shareholders will lose only a small initial investment. See “Dilution.”

We have broad discretion in the use of the net proceeds from this Offering and may not use them effectively.

We intend to use substantially all of the net proceeds from this Offering to invest in promising early stage companies. If we raise an aggregate of $5 million or more through sale of equity securities, we will be required to pay up to an aggregate of $875,000 in signing bonus to our executive officers. See “Compensation of Directors and Executive Officers – Employment Agreements” and “Use of Proceeds.” We will have broad discretion in the application of any remaining net proceeds, including working capital, and other general corporate purposes, and we may spend or invest these proceeds in a way with which our investors disagree. The failure by our management to apply these funds effectively could adversely affect our business and financial condition. Pending their use, we may invest the net proceeds from this Offering in a manner that does not produce income or that loses value. These investments may not yield a favorable return to our investors.

The subscription agreement has a forum selection provision that requires disputes be resolved in state or federal courts in the State of Delaware, regardless of convenience or cost to you, the investor.

In order to invest in this offering, investors agree to resolve disputes arising under the subscription agreement in state or federal courts located in the State of Delaware, for the purpose of any suit, action or other proceeding arising out of or based upon the agreement, including those related federal securities laws. Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. We believe that the exclusive forum provision applies to claims arising under the Securities Act, but there is uncertainty as to whether a court would enforce such a provision in this context. Investors will not be deemed to have waived the company’s compliance with the federal securities laws and the rules and regulations thereunder. This forum selection provision may limit your ability to obtain a favorable judicial forum for disputes with us.   Alternatively, if a court were to find the provision inapplicable to, or unenforceable in an action, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition or results of operations.

Investors in this Offering may not be entitled to a jury trial with respect to claims arising under the subscription agreement, which could result in less favorable outcomes to the plaintiff(s) in any action under the agreement.

Investors in this Offering will be bound by the subscription agreement, which includes a provision under which investors waive the right to a jury trial of any claim they may have against the company arising out of or relating to the agreement, including any claims made under the federal securities laws. By signing the agreement, the investor warrants that the investor has reviewed this waiver with his or her legal counsel, and knowingly and voluntarily waives the investor’s jury trial rights following consultation with the investor’s legal counsel.

If we opposed a jury trial demand based on the waiver, a court would determine whether the waiver was enforceable based on the facts and circumstances of that case in accordance with the applicable state and federal law. To our knowledge, the enforceability of a contractual pre-dispute jury trial waiver in connection with claims arising under the federal securities laws has not been finally adjudicated by a federal court. However, we believe that a contractual pre-dispute jury trial waiver provision is generally enforceable, including under the laws of the State of Delaware, which governs the agreement, by a federal or state court in the State of Delaware. In determining whether to enforce a contractual pre-dispute jury trial waiver provision, courts will generally consider whether the visibility of the jury trial waiver provision within the agreement is sufficiently prominent such that a party knowingly, intelligently and voluntarily waived the right to a jury trial. We believe that this is the case with respect to the subscription agreement. You should consult legal counsel regarding the jury waiver provision before entering into the subscription agreement.

If you bring a claim against the company in connection with matters arising under the agreement, including claims under the federal securities laws, you may not be entitled to a jury trial with respect to those claims, which may have the effect of limiting and discouraging lawsuits against the company. If a lawsuit is brought against the company under the agreement, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different outcomes than a trial by jury would have had, including results that could be less favorable to the plaintiff(s) in such an action.

Nevertheless, if the jury trial waiver provision is not permitted by applicable law, an action could proceed under the terms the agreement with a jury trial. No condition, stipulation or provision of the subscription agreement serves as a waiver by any holder of the company’s securities or by the company of compliance with any substantive provision of the federal securities laws and the rules and regulations promulgated under those laws.

In addition, when the Shares are transferred, the transferee is required to agree to all the same conditions, obligations and restrictions applicable to the shares or to the transferor with regard to ownership of the Shares, that were in effect immediately prior to the transfer of the Shares, including but not limited to the subscription agreement.

There is no minimum amount set as a condition to closing this Offering.

Since this is a “best efforts” offering with no minimum, we will have access to any funds tendered. This might mean that any investment made could be the only investment in this Offering, leaving the Company without adequate capital to pursue its business plan or even to cover the expenses of this Offering.

DILUTION

Dilution means a reduction in value, control or earnings of the shares the investor owns.

Immediate dilution

An early-stage company typically issues shares to its founders, early employees, and advisors at a very low cash cost because they are contributing their money, time and energy at below market rates (i.e., sweat equity) and risking their money, reputations, and careers on behalf of the company. When we seek cash investments from outside investors, like you, the new investors typically pay a much larger sum for their shares than our founders and early employees. In addition, the price of this round of financing is higher than our prior financings, which means that the cash value of your equity stake is diluted because each share of the Common Stock is worth the same amount, and you paid more for your shares than earlier investors did for theirs. Dilution may also be caused by pricing securities at a value higher than book value or expenses incurred in the offering.

When the Company was first formed in July this year, 105,000,000 shares of Common Stock of the Company were sold to our four co-founders and executive officers for an initial aggregate investment of $1,050 (“Founders’ Shares”). Pursuant to the Founder Stock Purchase Agreements, dated July 1, 2020, the Company has the sole option to repurchase from our founders an aggregate of 26,250,000 shares on July 1, 2021, an additional 26,250,000 shares on July 1, 2022, and an additional 15,750,000 shares on July 1, 2023, at the then fair market value of the Common Stock upon the occurrence of certain events.  Further, the Company has a Board of Advisors currently consisting of 11 members, and the Company intends to issue 25,000 shares to each advisor annually (prorated for length of service).

Dilution Table

Our net tangible book deficit as of August 31, 2020 was $(181,876) or $(0.002) per share of outstanding Common Stock. Net tangible book value is calculated as tangible assets less tangible liabilities. Without giving effect to any changes in the net tangible book value other than the sale of the maximum number of shares sold for cash in this Offering at the price of $1.00 per share, and deducting the total estimated offering expenses and underwriting discounts at an estimated blended rate of 5.65% and a bonus to founders of $875,000, our pro forma net tangible book value as of August 31, 2020 would have been $45,174,624 or $0.293 per share of outstanding common stock.  Dilution in net tangible book value per share represents the difference between the amount per share paid by the purchasers of our shares in this Offering and the net tangible book value per share of our Common Stock immediately afterwards.  This represents an immediate increase of $0.295 per share of Common Stock to our earlier investors and an immediate dilution of $0.707 per share of Common Stock to the new investors in this Offering.

The following table illustrates this per share dilution at the various threshold amounts raised in this Offering.

(1)            Does not reflect any shares issued or to be issued after August 31, 2020, including an aggregate of 429,136 shares issued with respect to advances converted to equity and issued to seed investors subsequent to August 31, 2020  and shares to be issued to advisors on our Board of Advisors.

Future dilution

Another important way of looking at dilution is the dilution that happens due to our future actions. The investor’s stake in a company could be diluted due to our issuing additional shares. In other words, when we issue more shares, the percentage of the company that you own will go down, even though our value and your shareholding may go up. You will own a smaller piece of a larger company. This increase in the number of shares outstanding could result from a stock offering (such as an initial public offering, another financing round, a venture capital round, angel investment), employees exercising stock options, or by conversion of certain instruments (e.g. convertible bonds, preferred shares or warrants) into stock.

If we decide to issue more shares, an investor could experience value dilution, with each share being worth less than before, and will experience control dilution, with the total percentage an investor owns being less than before. There may also be earnings dilution, with a reduction in the amount earned per share (though this typically occurs only if we offer dividends, and most early stage companies are unlikely to offer dividends, preferring to invest any earnings into our company).

The type of dilution that hurts early-stage investors most occurs when a company sells more shares in a “down round,” meaning at a lower valuation than in earlier offerings. An example of how this might occur is as follows (numbers are for illustrative purposes only):

This type of dilution might also happen upon conversion of convertible notes into shares. Typically, the terms of convertible notes issued by early-stage companies provide that in the event of another round of financing, the holders of the convertible notes get to convert their notes into equity at a “discount” to the price paid by the new investors, i.e., they get more shares than the new investors would for the same price. Additionally, convertible notes may have a “price cap” on the conversion price, which effectively acts as a share price ceiling. Either way, the holders of the convertible notes get more shares for their money than new investors. In the event that the financing is a “down round” the holders of the convertible notes will dilute existing equity holders, and even more than the new investors do, because they receive more shares for their investment. Investors should pay careful attention to the amount of convertible notes that we have issued (and may issue in the future), and the terms of those notes.

If you are making an investment expecting to own a certain percentage of the Company or expecting each share to hold a certain amount of value, it is important to realize how the value of those shares can decrease by our actions. Dilution can make drastic changes to the value of each share, ownership percentage, voting control, and earnings per share.

PLAN OF DISTRIBUTION AND SELLING SECURITYHOLDERS

We are offering a maximum of 49,000,000 shares of Common Stock (“Shares”) on a “best efforts” basis. The cash price per Share is $1.00. The minimum investment is $1,000. This Offering will terminate at the earlier of the date at which the maximum offering amount has been sold or the date at which the Offering is earlier terminated by the company at its sole discretion. However, this Offering must terminate three years from the date of qualification of this Offering Statement, unless a new offering statement is filed with the SEC and then this Offering may continue to be offered and sold until the earlier of the qualification of the new offering statement or three years and 180 days from the date of qualification of this Offering Statement. No securities are being sold for the account of our current shareholders; all net proceeds of this Offering will go to the Company.

Placement Agent Agreement

We have entered into a placement agent agreement with C2M Securities, LLC, successor-in-interest to Strategic Capital Investments, LLC (the “Placement Agent”), a broker-dealer registered with the Financial Industry Regulatory Authority (“FINRA”), to obtain its services as the exclusive placement agent for our Offering.

We have agreed to pay the Placement Agent a commission equal to 1% of the total amount invested by investors in the Offering. We also have agreed to pay the Placement Agent and/or other broker-dealers who introduce purchasers of Common Stock a commission equal to 7% of the total number of shares sold through them in the Offering if the introduced investor raises between $0 and $30 million, 7.5% if the introduced investor raises between $30 million and $40 million, and 8% if the introduced investor raises more than $40 million. The maximum amount payable to the Placement Agent would thus be 9%; however, we are assuming that not all Common Stock will be sold through broker-dealers and have estimated total commission and offering expenses of 5.65%. It is anticipated that solicitation activity on our behalf will be conducted by registered representatives, and a portion of the sales commission received by C2M Securities will be paid to those registered representatives. In addition, we have agreed to pay Capital2Market LLC (“Capital2Market”), an affiliate of the Placement Agent, $5,000 for licensing and service of technology to support the Offering, and Capital2Market Consulting, another affiliate of the Placement Agent, $22,500 for due diligence and compliance fees.

Offering Expenses

We are responsible for all fees and expenses incurred in relation to our Offering, including: (i) fees for legal counsel, accountants, and other professionals we engage; (ii) fees and expenses incurred in the production of our Offering documents; (iii) all filing fees, including those charged by the SEC; and (iv) costs of making our Offering available online.

Indemnification

We have agreed to indemnify the Placement Agent and its affiliates against liabilities relating to this Offering that arise under federal and state securities laws, including the Securities Act.

Process of Subscribing

We will use our website, www.seismic.company, to provide notification of this Offering. Prospective investors who would like information about purchasing will be further directed to a webpage describing this Offering, which will be hosted by Capital2Market.

This Offering Circular will be furnished to prospective investors via download 24 hours per day, 7 days per week on our website and Capital2Market’s webpage relating to this Offering.

In order to subscribe to purchase Shares in this Offering, a prospective investor must complete a subscription agreement and send payment by check, wire transfer, or ACH. The subscription agreement requires investors to answer certain questions to determine compliance with the investment limitation set forth in the securities laws, reaffirms that the securities will not be listed on a registered national securities exchange upon qualification, and that the aggregate purchase price to be paid by the investor for the securities cannot exceed 10% of the greater of the investor’s annual income or net worth. In the case of an investor who is not a natural person, revenues, or net assets for the investor’s most recently completed fiscal year are used instead. The investment limitation does not apply to accredited investors, as that term is defined in Rule 501 under the Securities Act of 1933, as amended.

After an investor executes a subscription agreement, those funds will be irrevocable and will remain in a subscription escrow account established for the Offering. The Company has engaged Atlantic Capital Bank, National Association as the escrow agent (the “Escrow Agent”) for the Offering. Under the agreement between the Company and the Escrow Agent, and except as stated above, subscribers have no right to a return of their funds during the one year following qualification by the Securities and Exchange Commission. If a subscription is rejected or if a rescission is requested, all funds will be returned to subscribers within thirty days of such rejection without deduction or interest. Upon acceptance by us of a subscription, a confirmation of such acceptance will be sent to the subscriber.  The Escrow Agent has not investigated the desirability or advisability of investment in the Shares nor approved, endorsed or passed upon the merits of purchasing the securities.

The funds tendered by potential investors will be held by the Escrow Agent, and will be transferred to the Company upon closing or returned to the investors as discussed above. We may undertake one or more closings on a rolling basis (so not all investors will receive their units on the same date). After each closing, funds tendered by investors will be available to us, and since there is no minimum offering amount, we will have access to these funds even if they do not cover the expenses of this Offering. Upon each closing, investors will receive a notification regarding their Shares and funds tendered by investors will be made available to the Company. The Escrow Agreement can be found in Exhibit 8 to the Offering Statement of which this Offering Circular is a part.

Advertising, Sales and other Promotional Materials

In addition to this Offering Circular, subject to limitations imposed by applicable securities laws, we expect to use additional advertising, sales and other promotional materials in connection with this Offering. These materials may include information relating to this Offering, public advertisements and audio-visual materials, in each case only as authorized by us. In addition, the sales material may contain certain quotes from various publications without obtaining the consent of the author or the publication for use of the quoted material in the sales material. Although these materials will not contain information in conflict with the information provided by this Offering Circular and will be prepared with a view to presenting a balanced discussion of risk and reward with respect to our Shares, these materials will not give a complete understanding of this offering, us or our Shares and are not to be considered part of this Offering Circular. This Offering is made only by means of this Offering Circular; and prospective investors must read and rely on the information provided in this Offering Circular in connection with their decision to invest in our Shares.

Issuance of Shares

The information regarding the ownership of the Shares will be recorded electronically with our stock transfer agent, KoreConX.

Jury Trial Waiver

The subscription agreement provides that subscribers waive the right to a jury trial of any claim they may have against us arising out of or relating to the subscription agreement, including any claim under federal securities laws. If we opposed a jury trial demand based on the waiver, a court would determine whether the waiver was enforceable given the facts and circumstances of that case in accordance with applicable case law.

USE OF PROCEEDS TO THE COMPANY

We expect to use substantially all of the net proceeds from this Offering (after paying or reimbursing organization and offering expenses) for the investment in 10-15 early stage companies and related expenses. We expect that any expenses or fees incurred in connection with such investments, and managing our daily affairs, including but not limited to, the selection and acquisition or origination of our investments, will reduce the cash available for investment and distribution and will directly impact our net profit and net loss. Many of the amounts set forth in the table below represent our best estimate since they cannot be precisely calculated at this time.

We may not be able to promptly invest the net proceeds of this Offering while we conduct due diligence on target companies. In the interim, we may invest in short-term, highly liquid or other authorized investments. Such short-term investments may not earn as high of a return as we expect to earn on our investments in target companies.

The Company reserves the right to change the above uses of proceeds if management believes it is in the best interests of the Company.

The allocation of the net proceeds of the Offering set forth above represents the Company’s estimates based upon its current plans, assumptions it has made regarding the digital industry and general economic conditions and its future revenues (if any) and expenditures.

Investors are cautioned that expenditures may vary substantially from the estimates above. Investors will be relying on the judgment of the Company’s management, who will have broad discretion regarding the application of the proceeds from this Offering. The amounts and timing of the Company’s actual expenditures will depend upon numerous factors, including market conditions, cash generated by the Company’s operations (if any) and the rate of the Company’s growth. The Company may find it necessary or advisable to use portions of the proceeds from this Offering for other purposes.

In the event that the Company does not raise the entire amount it is seeking, then the Company may attempt to raise additional funds through private offerings of its securities or by borrowing funds. The Company does not have any committed sources of financing at this time.

THE COMPANY’S BUSINESS

Overview

Seismic Capital Company is engaged in investing and growing early stage companies intent on shaking up their marketplaces. There are three key components to Seismic’s business plan.

From these three components, Seismic expects to generate significant returns by investing in companies that match our profile early in their development, growing them, and then monetizing these assets through a recapitalization or special dividend, or when they are ready for exit.

As of the date of this Offering Circular, we are not aware that any holding-company business accelerator or incubator has raised money under Regulation A. Seismic expects to be the first to do so. Seismic also expects to be among the first Regulation A companies to use advanced SaaS to maintain an electronic share register. Further, we are committed to having regular communications with our shareholders. Technology permitting, we hope to allow shareholders to exchange holdings among themselves or with third parties through an alternative trading system (“ATS”) that our vendor has under development, although no assurance can be provided we will ever be able to accomplish this.

Lastly, as a core tenet of our business model, we have adopted a Values Statement holding us to advancing diversity and inclusion. We will seek to become a “Certified B Corporation,” balancing purpose and profit, considering the impact of our decisions on our employees, customers, suppliers, community, and the environment, and becoming part of a community of leaders that uses business as a force for good.

About Our Business Model

Our goal is to turn seismic ideas into disruptive successful companies.

To do that, Seismic will make available to every company in the portfolio a suite of services and benefits that will allow the portfolio company’s management to focus on creating technology, building products and services, and acquiring customers at scale. This will be facilitated in a highly diverse environment that offers patient and enthusiastic capital, deep operational and corporate finance mentoring, and an expansive network of advising and door-opening professionals in areas key to the success of any early stage companies. We seek to guide, nurture, and collaborate with highly motivated management teams and disruptive entrepreneurs. We expect all Seismic entrepreneurs to bring deep domain experience to the table, to understand their market opportunity and to have developed a business model that targets high growth and high profit.

Business “incubators” or “accelerators” are generally formed to provide support and resources to early stage businesses and create a network of such businesses that “cross-pollinate” by readily sharing ideas and business initiatives and entering into commercial relationships. Business incubators focus on recapitalizing using fund returns and usually raise funds less often and take smaller equity positions than business accelerators. Business accelerators, on the other hand, raise funds more frequently, take bigger equity positions, and wait for value accrual from their investments over time. By contrast, we are pioneering a holding company-incubator business model in that we will typically acquire and hold a controlling stake in the portfolio company and provide it with a support structure that greatly enhances its chance to succeed. This support will entice a set of entrepreneurs who are seeking partners with our expertise so that they can be highly focused on their unique core skills.

As a holding company-incubator, we will participate in the business of our subsidiary portfolio companies by engaging in business through them. We will provide them, as needed or appropriate, management, marketing and technical support, office space, employment human resources and payroll services, legal and accounting services, transaction advisory and investment banking services, sales guidance and support, management and advisory services, and other types of mentoring support. Unlike short-term incubator programs typically hosted by universities or sponsored by local economic development organizations, we plan to stay involved with our portfolio companies for a much longer period of time – approximately three to seven years on average. We seek highly promising opportunities and look beyond short-term financial return. We believe that our focus and ability to seek disruptive companies and winning teams, and to create a platform of portfolio companies aimed at causing seismic disruption in their market, will allow us to generate an attractive rate of return for our investors.

We plan to raise up to $49 million in this Offering and use the capital to invest in 10 to 15 promising early stage companies. We plan to take and hold a majority equity position in most of our portfolio companies. Holding a majority of these companies’ voting equity means that they will become our operating subsidiaries and we will have the right to vote for and control the election of a majority of their board of directors (or managers in the case of a limited liability company). Once invested, we plan to act as their business incubator by conferring upon them a suite of “blue-chip” benefits aimed at enhancing their likelihood of success. For those companies that we will invest in and hold a less-than-controlling equity position due to valuation or other reasons, we will offer them access to the same value-added services. They will join our platform of portfolio companies but will not be a subsidiary of ours. In order not to be deemed an “investment company” under the Investment Company Act and to stay outside the purview of the Investment Company Act which can impose extensive operational, governance and other limits on us, we will implement robust internal procedures to track valuations of our operating subsidiaries on an ongoing basis to ensure that they will always represent at least 60% of our total assets on an unconsolidated basis (excluding cash and government securities).

Market Opportunity

Based on a May 2020 study conducted by Maple Growth Partners and commissioned by Marketmaker Capital, where our Chief Executive Officer, Steven Weinstein, serves as the Managing Director, approximately three out of five start-up companies in the U.S. struggle to “stay active beyond 3 years” and the likelihood of success to exit increases from approximately 3% at seed stage financing to 26% at a late stage Series F round of financing. We believe that start-up companies’ risk of failure starts to drop after the third year of operation, and, generally speaking, their likelihood of success tends to increase as they mature and receive outside funding, guidance, and mentorship from angel investors, institutional investors, or other external capital providers.

We plan to target companies that have demonstrated the viability of their businesses by having delivered at least one product to the market, attained a customer, or shown significant progress toward product development or customer acquisition. Having cleared one of these significant hurdles in the business cycle, certain completion and success risks will have been ameliorated. We believe the capital, value-added services, guidance, mentorship, and expansive networks that we will be able to offer to these companies will provide them important guardrails for the future, allow experienced managers to keep them focused on their core capabilities without stifling their creativity or ability to shake up markets or product sets.

The COVID-19 pandemic and concurrent economic slowdown are causing shifts in every area of society. We expect a huge increase in creativity and in re-thinking how business is done and how people navigate their daily lives. We are poised to foster some of the growth and change that is anticipated. We believe there are many industries, niches, and processes ripe for disruption. Here are just a few examples:

Our Strategy

We believe the winning strategy is to partner with highly motivated management teams and disruptive entrepreneurs. Success of our business model is premised on the following:

While we plan to hold minority equity positions in some of our portfolio companies, this will not be the focus of our efforts, and at no time will we invest in, hold or own such “investment securities” representing more than 40% of our total assets on an unconsolidated basis, excluding cash and government securities. This will ensure that we will not be deemed an “investment company” under the Investment Company Act. To ensure strict compliance with this asset test so as not to trigger the Investment Company Act, we plan to develop and implement robust internal procedures to track valuations of our operating subsidiaries on an ongoing basis. (See “Business – Investment Company Act Considerations.”)

We are a holding company and will be internally managed and engaged primarily in operating businesses through our subsidiaries. Our success and compensation will primarily depend on, and be associated with, the success of such business operations. We are not engaged in the business of, nor will we ever be compensated for, rendering investment advice. Therefore, neither we nor our management will be deemed an “investment adviser” subject to registration under the Investment Advisers Act of 1940 or the Blue Sky laws.

Our Strengths and Competitive Advantages

We believe our competitive strengths lie in the “blue-chip” benefits we confer and make available to all our portfolio companies. We believe that these benefits will greatly enhance their likelihood of success. Some of these benefits include:

Our Current Status:

As of the date of this Offering Circular, we have begun to put in place the cornerstones of our business plan: an experienced legal, accounting and auditing team to help put the proper procedures and business processes in place at every portfolio company, a suite of benefits and human resources management resources, mentoring, sales and marketing management, technology design and infrastructure support, and advisors on every aspect of building a business from diversity and inclusion to programming design to incubator management.

We have additionally initiated our website, started publishing periodic newsletters and published “thought leadership” pieces. We have signed up a board of advisors comprising 11 industry experts (the “Board of Advisors”), and held our first quarterly meeting with them.

Further, we are currently in negotiations with several companies and have signed letters of intent with three of them. Specifically, as of the date of this Offering Circular, we have entered non-binding letters of intent with three companies:

Further, our founders introduced the first two companies to each other, and our founders have advised on a joint venture through which the companies will share certain assets including networks, software and software development; creating this sort of synergy is at the heart of our business plan. It is our current intention to merge or strongly link the first two entities to create strong operating synergies and a defensible global operating market. We have also advanced discussions with others across a variety of industries, in order to execute on its diversified investment strategy. If and when we enter into binding agreements with any company, we will provide additional information.

Investment Company Act Considerations

We intend to continue to conduct our operations so that neither we, nor any of our subsidiaries, is required to register as investment companies under the Investment Company Act. Section 3(a)(1)(A) of the Investment Company Act defines an investment company as any issuer that is or holds itself out as being engaged primarily in the business of investing, reinvesting or trading in securities. Section 3(a)(1)(C) of the Investment Company Act defines an investment company as any issuer that is engaged or proposes to engage in the business of investing, reinvesting, owning, holding or trading in securities and owns or proposes to acquire investment securities having a value exceeding 40% of the value of the issuer’s total assets (exclusive of U.S. Government securities and cash items) on an unconsolidated basis, which we refer to as the 40% asset test. Excluded from the term “investment securities,” among other things, are U.S. Government securities and securities issued by majority-owned subsidiaries that are not themselves investment companies and are not relying on the exception from the definition of investment company set forth in Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act.

We will monitor our compliance with the 40% asset test and the holdings of our subsidiaries to ensure that each of our subsidiaries is in compliance with an applicable exemption or exclusion from registration as an investment company under the Investment Company Act. The securities issued by any wholly-owned or majority-owned subsidiary that are excluded from the definition of “investment company” based on Section 3(c)(1) or 3(c)(7) of the Investment Company Act, together with any other investment securities we may own, may not have a value in excess of 40% of the value of our total assets on an unconsolidated basis. We believe that neither we nor certain of our subsidiaries will be considered investment companies for purposes of Section 3(a)(1)(A) of the Investment Company Act because we and they will not engage primarily or hold themselves out as being primarily engaged in the business of investing, reinvesting or trading in securities. Rather, we and such subsidiaries will be primarily engaged in non-investment company businesses. Consequently, we and our subsidiaries expect to be able to conduct our operations such that none will be required to register as an investment company under the Investment Company Act.

The Investment Company Act defines a majority-owned subsidiary of a person as a company 50% or more of the outstanding voting securities of which are owned by such person, or by another company which is a majority-owned subsidiary of such person. We treat companies in which we own at least a majority of the outstanding voting securities as majority-owned subsidiaries. The determination of whether an entity is a majority-owned subsidiary of our Company is made by us. We also treat subsidiaries of which we or our wholly-owned or majority-owned subsidiary is the manager (in a manager-managed entity) or managing member (in a member-managed entity) or in which our agreement or the agreement of our wholly-owned or majority-owned subsidiary is required for all major decisions affecting the subsidiaries (referred to herein as “Controlled Subsidiaries”), as majority-owned subsidiaries even though none of the interests issued by such Controlled Subsidiaries meets the definition of voting securities under the Investment Company Act. We reached our conclusion on the basis that the interests issued by the Controlled Subsidiaries are the functional equivalent of voting securities. We have not asked the SEC staff for concurrence of our analysis and it is possible that the SEC staff could disagree with any of our determinations. If the SEC staff were to disagree with our treatment of one or more companies as majority-owned subsidiaries, we would need to adjust our strategy and our assets. Any such adjustment in our strategy could have a material adverse effect on us.

Qualification for exemption from registration under the Investment Company Act will limit our ability to make certain investments. To the extent that the SEC staff provides more specific guidance regarding any of the matters bearing upon such exclusions, we may be required to adjust our strategy accordingly. Any additional guidance from the SEC staff could provide additional flexibility to us, or it could further inhibit our ability to pursue the strategies we have chosen.

The loss of our exclusion from regulation pursuant to the Investment Company Act could require us to restructure our operations, sell certain of our assets or abstain from the purchase of certain assets, which could have an adverse effect on our financial condition and results of operations. See “Risk Factors— If we are deemed an ‘investment company’ under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted.”

Qualified Small Business

The Company expects to be a “qualified small business” as defined in Section 1202(d) of the Internal Revenue Code of 1986, as amended, at and immediately after the issuance of the Shares. The Company has no predecessor and has never at any time held gross assets in excess of $50 million and does not expect to hold gross assets in excess of $50 million immediately after this Offering (including the proceeds of this Offering).

We intend that the Company will operate in the future in the manner required for the Shares offered in this Offering to qualify as “qualified small business stock” as defined in I.R.C. § 1202(c), so that investors in this Offering (other than corporations) that meet the more than 5-year holding period specified in I.R.C. Section 1202(a) may be eligible to exclude from gross income for federal income tax purposes 100% of any gain realized on a future sale or exchange of the Shares (up to the maximums prescribed in I.R.C. Section 1202(b)) and to receive an equivalent preference for federal alternative minimum tax purposes.

The Company has not redeemed any of its issued stock since its formation and has no intention to do so at any time within one year of the date of this Offering. It intends to satisfy the “active business requirement” in I.R.C. § 1202(d) under the aggregation rules in I.R.C. § 1202(d)(e) as a “parent-subsidiary controlled group” by retaining at least 80% of its assets (by value) in the form of stock representing more than 50%, by vote or value, of subsidiary corporations engaged in the active conduct of one or more qualified trades or businesses, as the term “qualified trade or business” is defined in I.R.C. § 1202(e)(3). It will not hold more than 10 percent of the value of its assets (net of liabilities) in the form of stock or securities of corporations that are not subsidiaries, except to the extent such stock or securities are permitted to be held as working capital or temporary investment under I.R.C. § 1202(e)(6). The Company and its subsidiaries will strive to avoid engagement in other activities or businesses or the acquisition or holding of assets or positions that would disqualify the Company from being a qualified small business.

Employees

We currently have three full time employees. A fourth employee will start part-time January 1, 2021.

Competition

Our ability to produce revenues will rely on several factors including and not limited to identifying winning management teams and disruptive entrepreneurs. We will compete with angel investor groups, traditional business incubators, business accelerators and venture capital firms many of whom may have a lot more capital and other resources than we do.

Intellectual Property

We do not own any patents or trademarks.

Legal Proceedings

We are not involved in any litigation, and our management is not aware of any pending or threatened legal actions relating to intellectual property, conduct of our business activities, or otherwise.

THE COMPANY’S PROPERTY

We do not own any real estate, office space or significant tangible assets. We maintain a post office box at the address indicated on the cover page of this Offering Circular.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

Seismic was formed on July 1, 2020 and, as of the date of this Offering Circular, we have not yet commenced making the investments that are the core of our business plan. If we do not raise the maximum amount in this Offering, we will likely limit our operations, including making fewer investments and making some investments that may not fit our target profile.

Operating expenses for the period from inception to August 31, 2020 were $151,876, comprising compensation of $125,000 and formation and other operating expenses of $26,876.

Plan of Operations

Seismic is a newly formed Delaware company. We plan to invest and grow early stage companies intent on shaking up their marketplaces. As of the date of this Offering Circular, our operations (other than engaging in activities related to financings, including this Offering) have been limited and while we are currently negotiating with a number of potential portfolio companies, we have not yet reached the point at which there is a reasonable probability that we will invest in any particular company. The Company believes that it can scale its operations and investments based on the fund raised in this Offering.

Over the next 12 months the company intends to do the following:

Liquidity and Capital Resources

One of our executive officers advanced $57,284 for various expenses on behalf of the Company. Another executive officer paid $97 in various expenses on behalf of the Company. These advances have no repayment terms and do not bear any interest.

If we do not raise the maximum amount of this Offering, we will limit our operations, including making fewer investments and making investments that may not fit our target profile. See “Use of Proceeds of the Company” for more details.

In order to conduct our proposed operation, we will need the net proceeds from this Offering. The Company may also obtain lines of credit to provide working capital and to fund acquisitions. We currently have no outstanding debt, no bank line of credit and have not received a commitment from any lender to provide us with financing.

As of the date of this Offering Circular, we have not generated any revenues and our operations have been funded through advances from our officers and seed investors. As of August 31, 2020, we have negative working capital of and an accumulated deficit of $151,876. As such, substantial doubt exists regarding our ability to continue as a going concern for a period of at least twelve months from the date of this filing. Our failure to raise additional short-term capital could have a negative impact on not only our financial condition but also our viability.

Trend Information

The COVID-19 pandemic and concurrent economic slowdown are causing shifts in every area of society. We expect a huge increase in creativity and in re-thinking how business is done and how people navigate their daily lives. We are poised to foster some of the growth and change that is anticipated. We believe there are many industries, niches, and processes ripe for disruption. Here are just a few examples:

DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

Our directors, executive officers and significant employees as of the date of the filing are as follows:

Steven P. Weinstein is the Chair of our Board of Directors and our Chief Executive Officer. Mr. Weinstein has been involved in the capital markets, financing, private equity, venture capital and real estate over the past 30 years. Since 2002, he has been the Managing Director of Marketmaker Capital where he managed numerous transactions, capital structures and projects ranging from real estate advisory, loan portfolio structures and private equity funding. Prior to that, he was Chief Executive Officer of Salsa Systems, a New York-based venture-backed wireless software company and Chief Executive Officer of MagnaCom Corporation, a Denver-based telephone services company that acquired and combined technologies and capabilities from seven acquired telephone services companies. Mr. Weinstein was also Manager of Information Technology at Reuters Holdings PLC (now Thomson Reuters (NYSE: TRI)) between 1983 and 1991, where he was involved in a series of strategic corporate and technology acquisitions. While at Reuters, Mr. Weinstein was also responsible for the development of an artificial intelligence system for news and other financial data. Mr. Weinstein holds a Bachelor of Arts degree from Tufts University and completed executive education in conjunction with the Harvard Business School and the Institute Europeen d’Administration des Affaires in 1990. Mr. Weinstein is the chair of the board of Tzedek America, which provides immersive social justice programming for teens, and he is a member of the board of overseers of the Los Angeles campus of the Hebrew Union College – Jewish Institute for Religion.

Eric B. White is our President. Mr. White brings a unique mix of experience as a finance leader, lobbyist, banker and hi-tech entrepreneur. He was the founder, and most recently since 2009, the Senior Managing Partner, of Capitol Pacific Group, a business management advisory firm. He was also the co-founder, Chief Executive Officer and Chairman of Broadbay Networks, a leading communications infrastructure company. In finance, Mr. White has worked as a Director of Corporate Finance for Imperial Capital and as a Senior Advisor in Entertainment, Technology and Sports for Chanin Capital Partners. Prior to that, he was the President and Chief Executive Officer of National Public Affairs Group, a Washington, D.C. public affairs, fundraising and policy group. He has advised the President of the United States, Senators, Congressmen and Governors as well as some of the world’s largest companies. Mr. White graduated from Drew University.

Alice P. Neuhauser is our Chief Financial Officer and Treasurer. Since May 2017, Ms. Neuhauser has served as President of Gramarye Media, Inc., helping to develop the business model and business plan for the start-up IP incubator. From 2002 to 2018, served as the Responsible Officer and Manger of The Kushner-Locke Company, and was responsible for all financial and operational functions for the company through its bankruptcy and post-restructuring. From 1998 through 2003, Ms. Neuhauser served in various roles, culminating in President and Chief Financial Officer of Carolco Pictures, ultimately taking the company through bankruptcy and post-restructuring. She holds an AB degree in History and Folklore/Mythology from Harvard College and an MBA from UCLA’s Anderson School of Management.

Yann Geron is our Senior Vice President and Board Secretary. Since 2017, he has been a contract partner in the law firm of Reiler Kailas & Rosenblatt LLC. From 2005 to 2017, Mr. Geron was an equity partner of the law firm of Fox Rothschild LLP. From 1992 to 2005, Mr. Geron had his own law firm, Geron & Associates. In 1993, Mr. Geron was appointed by a branch of the U.S. Justice Department to serve as a member of the private Panel of Bankruptcy Trustees for the Southern District of New York (Manhattan), and he has served continually with distinction in that capacity for nearly 30 years. Over this period, Mr. Geron has been appointed trustee in countless business cases, and he has directly handled and supervised the restructuring or wind-down of many companies ranging in size from local to national footprints and in a wide variety of industries. As a practitioner in Federal court, Mr. Geron has also conducted a significant number of litigations involving complex commercial and fraud cases. Mr. Geron has also been appointed to the panel of trustees serving in cases under the newly-passed Subchapter V of Chapter 11 of the Bankruptcy Code.

Board Leadership Structure and Risk Oversight

The Board of Directors oversees the Company’s business, evaluating the risks associated with our business strategy and decisions. The Board implements its risk oversight function as a whole. The Board of Directors may determine to create committees, for audit, compensation, or other purposes, as the Company grows, but ultimate responsibility for the strategy and direction of the Company shall remain with the Board for the foreseeable future. Further, as our securities are not listed on a national securities exchange, we are not subject to requirements concerning independent directors or the establishment of any particular committees.

Term of Office

Under its bylaws, the Company’s single initial board member may serve in that capacity unless removed for cause. To date, two additional directors have been added to the Board. The executive officers are appointed by the Board of Directors, subject to removal by the Board of Directors.

Family Relationships

There are no family relationships among any of our executive officers or directors.

Board of Advisors

A Board of Advisors consisting of up to twelve member has been established to give nonbinding guidance, advice and recommendations within the advisory board’s members’ areas of expertise to the Board of Directors and, at the direction of the Board of Directors, to senior management of the Company and, from time to time, directly to management of the Company’s portfolio companies. Such assistance may be on any matter identified by the Board of Directors relating to the establishment, growth and direction of the Company’s or a portfolio company’s business and operations. The Company will generally indemnify members of the advisors for losses, claims or damages related to their role as advisors. The Company intends to grant 25,000 shares to each advisor on an annual basis.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

From July 1, 2020 to the date of this Offering Circular, the Company has not paid its executive officers or directors any compensation, although the Company has accrued $250,000 with respect to the employment agreements with its executive officers. We currently do not offer any director compensation.

Employment Agreements

On August 25, 2020, the Company entered into employment agreements with Messrs. Weinstein and White and Ms. Neuhauser, effective July 1, 2020, providing each an annual base salary of $250,000. On August 28, 2020, the Company entered into an employment agreement with Mr. Geron, with an anticipated effective date of January 1, 2021, providing Mr. Geron an annual base salary of $125,000. Between now and the effective date of his employment agreement, Mr. Geron has been acting as the Senior Vice President of the Company on a part-time basis by virtue of an engagement letter between the Company and the law firm of Reiler Kailas & Rosenblatt LLC where Mr. Geron is currently a contract partner.

The term of each of these four employment agreements with our co-founders is five years, automatically renewable for additional successive three-year terms. Under the terms of the agreements, each of these executive officers is entitled to (i) a signing bonus equal to his/her annual base salary if we raise an aggregate of $5 million or more through sale of our equity securities; (ii) a retention bonus of not less than 30% of his/her annual base salary in the event that his/her term of employment is renewed; and (iii) an annual bonus ranging between 50% to 200% of his/her annual base salary based on annual performance of the Company.

If we raise an aggregate of $5 million or more through sale of equity securities, it is expected that we will pay the following signing bonus to our executive officers.

Indemnification of Officers and Directors

Our Bylaws provide that the Company shall indemnify, advance expenses, and hold harmless, to the fullest extent permitted by law, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of his or her acting as a director, officer or legal representative of the Company, or serving at the request of the Company as a director, officer, employee or agent of another corporation or entity, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

The following table displays, as of the date of this Preliminary Offering Circular, the voting securities beneficially owned by (1) any individual director or officer who beneficially owns more than 10% of any class of our capital stock, (2) all executive officers and directors as a group and (3) any other holder who beneficially owns more than 10% of any class of our capital stock.

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

Our Chief Executive Officer, Mr. Weinstein advanced $57,284 for various expenses on behalf of the Company. Our Chief Financial Officer, Ms. Neuhauser paid $97 in various expenses on behalf of the Company. These advances have no repayment terms and do not bear any interest. Subsequent to August 31, 2020, the $57,284 advanced was converted to equity.

Until July 1, 2020, our Chief Executive Officer, Mr. Weinstein was the Managing Director of Marketmaker Capital, and our President, Mr. White, the Senior Managing Partner of Capitol Pacific Group. In light of their involvement with other entities in the capital markets, the Company may decide to invest in one or more companies affiliated with the Company’s officers or directors. Even though the Company plans to obtain an opinion from an independent investment banking firm or another independent third party that commonly renders valuation opinions, regarding the fairness to our stockholders from a financial point of view of any investment in companies affiliated with our officers, directors, advisors or existing stockholders, potential conflicts of interest may still exist, and as a result, the terms of the investment may not be as advantageous to the Company’s public stockholders as they would be absent any conflicts of interest.

SECURITIES BEING OFFERED

General

As of the date of this Offering Circular, the Company’s authorized capital stock consists of 200,000,000 shares of Common Stock, at $0.001 par value per share. We are offering Common Stock in this Offering.

Qualified Small Business Stock

The Company expects to be a “qualified small business” as defined in Section 1202(d) of the Internal Revenue Code of 1986, as amended, at and immediately after the issuance of the Shares. The Company has no predecessor and has never at any time held gross assets in excess of $50 million and does not expect to hold gross assets in excess of $50 million immediately after this Offering (including the proceeds of this Offering).

We intend that the Company will operate in the future in the manner required for the Shares offered in this Offering to qualify as “qualified small business stock” as defined in I.R.C. § 1202(c), so that investors in this Offering (other than corporations) that meet the more than 5-year holding period specified in I.R.C. Section 1202(a) may be eligible to exclude from gross income for federal income tax purposes 100% of any gain realized on a future sale or exchange of the Shares (up to the maximums prescribed in I.R.C. Section 1202(b)) and to receive an equivalent preference for federal alternative minimum tax purposes.

The Company has not redeemed any of its issued stock since its formation and has no intention to do so at any time within one year of the date of this Offering. It intends to satisfy the “active business requirement” in I.R.C. § 1202(d) under the aggregation rules in I.R.C. § 1202(d)(e) as a “parent-subsidiary controlled group” by retaining at least 80% of its assets (by value) in the form of stock representing more than 50%, by vote or value, of subsidiary corporations engaged in the active conduct of one or more qualified trades or businesses, as the term “qualified trade or business” is defined in I.R.C. § 1202(e)(3). It will not hold more than 10 percent of the value of its assets (net of liabilities) in the form of stock or securities of corporations that are not subsidiaries, except to the extent such stock or securities are permitted to be held as working capital or temporary investment under I.R.C. § 1202(e)(6). The Company and its subsidiaries will strive to avoid engagement in other activities or businesses or the acquisition or holding of assets or positions that would disqualify the Company from being a qualified small business.

While the Company intends that the Shares will constitute qualified small business stock in the hands of eligible investors who satisfy the 5-year holding period, and will use its best efforts to that end, no assurance can be given that the Shares will in fact constitute qualified small business stock in any particular case or that the law currently in effect will still be in force unmodified at the time that the Shares are sold. Investors should consult with their own tax advisors as to whether, if they purchase Shares in this Offering, they can expect to qualify for the partial exclusion from gain currently provided by I.R.C. § 1202.

The preceding discussion is for general information only. It is not tax advice. Each prospective investor should consult its own tax advisor regarding the particular U.S. federal, state and local tax consequences, if applicable, of purchasing, holding and disposing of our Shares, including the consequences of any proposed change in applicable laws.

Common Stock

Holders of the Common Stock are entitled to one vote for each share of Common Stock held at all meetings of stockholders (and written actions in lieu of meetings), and do not have cumulative voting rights.

Subject to preferences (of which, currently there are none) that may be applicable to any then outstanding class of capital stock having prior rights to dividends, holders of the Common Stock are entitled to receive dividends, if any, as may be declared from time to time by the Board of Directors out of legally-available funds.

In the event of liquidation, dissolution or winding up of the Company, holders of the Common Stock are entitled to receive proportionately all assets available for distribution to stockholders after the payment of all debts and other liabilities and the satisfaction of any liquidation preference (of which, currently there are none) granted to the holders of any then outstanding class of capital stock having prior liquidation rights. Holders of the Common Stock have no preemptive, subscription, redemption, or conversion rights. The rights, preferences, and privileges of holders of the Common Stock will be subject to and may be adversely affected by the rights of the holders of shares of any series of preferred stock that we may designate and issue in the future.

The number of authorized shares of Common Stock may be increased or decreased subject to the Company’s legal commitments at any time and from time to time to issue them, by the affirmative vote of the holders of a majority of the stock of the Company entitled to vote.

FINANCIAL STATEMENTS

SEISMIC CAPITAL COMPANY 

FINANCIAL STATEMENTS 

AUGUST 31, 2020

INDEX TO FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of
Seismic Capital Company

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Seismic Capital Company (the “Company”) as of August 31, 2020, the related statements of operations, changes in stockholders' deficit and cash flows for the period from July 1, 2020 (inception) through August 31, 2020, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of August 31, 2020, and the results of its operations and its cash flows for the period from July 1, 2020 (inception) through August 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 2 to the financial statements, the Company’s business plan is dependent on the completion of a financing and the Company’s cash and working capital as of August 31, 2020 are not sufficient to complete its planned activities. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provide a reasonable basis for our opinion.

/s/ Marcum LLP

Marcum LLP

We have served as the Company’s auditor since 2020.

New York, NY 

October 16, 2020

SEISMIC CAPITAL COMPANY 

BALANCE SHEET 

AUGUST 31, 2020

The accompanying notes are an integral
part of these financial statements.

SEISMIC CAPITAL COMPANY 

STATEMENT OF OPERATIONS 

FOR THE PERIOD FROM JULY 1, 2020 (INCEPTION) THROUGH AUGUST 31, 2020

The accompanying notes are an integral 

part of these financial statements.

SEISMIC CAPITAL COMPANY

STATEMENT OF STOCKHOLDERS' DEFICIT

FOR THE PERIOD FROM JULY 1, 2020 (INCEPTION) THROUGH AUGUST 31, 2020

The accompanying notes are an integral
part of these financial statements.

SEISMIC CAPITAL COMPANY

STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM JULY 1, 2020 (INCEPTION) THROUGH AUGUST 31, 2020

The accompanying notes are an integral

part of these financial statements.

SEISMIC CAPITAL COMPANY

NOTES TO FINANCIAL STATEMENTS

Note 1 – Organization and Summary of Significant Accounting Policies

Organization and Business Activities: Seismic Capital Company (the “Company”) was incorporated in the state of Delaware on July 1, 2020. The Company was formed to raise capital and acquire early stage, primarily technology, companies that would benefit from financial, advisory, back-office, relationship and other support. The Company is in the process of identifying its first target companies. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

Emerging Growth Company: The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Basis of Presentation: The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

Cash and Cash Equivalents: The Company considers cash equivalents to include cash and investments with an original maturity of three months or less. The Company did not have any cash equivalents as of August 31, 2020.

Concentration of Credit Risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At August 31, 2020, the Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

SEISMIC CAPITAL COMPANY

NOTES TO FINANCIAL STATEMENTS

Note 1 – Organization and Summary of Significant Accounting Policies (Continued)

Use of Estimates: GAAP requires that the financial statements include estimates by management in the valuation of certain assets and liabilities at the date of the financial statement. Management uses its historical records and knowledge of its business in making these estimates. Accordingly, actual results may differ from these estimates.

Recent Accounting Standards: Management does not believe that any recently issued, but not yet effective, accounting standards update, if currently adopted, would have a material effect on the Company’s financial statements.

Note 2 – Going Concern

These accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business for a period following the date of these financial statements. The Company is in the development stage and has not yet started generating revenue. It relies on capital raises to implement its business plan. The Company is in the process of raising funds which it believes should be sufficient to commence operations, however, at this early stage, there is no assurance that the Company will raise enough funds or generate sufficient revenues to pay its obligations as they become due, which raises substantial doubt about our ability to continue as a going concern. No adjustments have been made to the carrying value of assets or classification of liabilities as a result of this uncertainty.

Note 3 – Related Party Transactions

An officer of the Company advanced $1,000 to the Company and also paid $56,284 for various expenses on behalf of the Company. Another officer also paid $97 in various expenses on behalf of the Company. These advances have no repayment terms and do not bear interest. A founder whose employment agreement is not yet effective has been providing consulting services for the Company. Such services were negligible during the period ended August 31, 2020.

Note 4 – Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

SEISMIC CAPITAL COMPANY

NOTES TO FINANCIAL STATEMENTS

Note 4 – Income Taxes (Continued)

The Company has adopted guidance issued by the Financial Accounting Standards Boards (“FASB”) that clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold of more likely than not and a measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

In making this assessment, a company must determine whether it is more likely than not that a tax position will be sustained upon examination, based solely on the technical merits of the position and must assume that the tax position will be examined by taxing authorities.

The Company’s policy is to include interest and penalties related to unrecognized tax benefits in income tax expense. The Company will file tax returns with the Internal Revenue Service (“IRS”), and in any states and any other jurisdictions in which it is required to file income tax returns. The Company is subject to income tax examinations by the IRS and state tax authorities for such filings.

The Company is expected to generate a net operating loss for its taxable year ending December 31, 2020. This net operating loss will be carryforwards to offset future taxable income. The resulting deferred tax asset is expected to be offset by a valuation allowance until such a date the tax benefit is likely to be realized. The provision for income taxes was deemed to be immaterial for the period from July 1, 2020 (inception) to August 31, 2020.

Note 5 – Equity

The Company is authorized to issue 200,000,000 shares of common stock with a par value of $0.001 per share. 105,000,000 shares of common stock were issued pursuant to four Founder Stock Purchase Agreements effective July 1, 2020. The consideration totaling $1,050 ($0.00001 per share) was received in September 2020 and as a result, was included as a subscription receivable on   the accompanying balance sheet as of August 31, 2020. The aggregate par value amount of the common shares issued exceeded the cash proceeds received by $103,950 and the Company determined that such excess was to be recorded as compensation expense on the accompanying statement of operations.

68,250,000 of these shares are subject to a Company repurchasing option schedule requiring the founders to maintain their business relationship as described in the agreement. The repurchasing option expires on a total of 26,250,000 shares on July 1, 2021, 26,250,000 shares on July 1, 2022 and 15,750,000 shares on July 1, 2023.

The shares eligible for repurchase by the Company are at the option of the Company at the then fair market value of the vested shares in the event of a termination, bankruptcy or divorce.

Note 6 – Commitments and Contingencies

Pandemic: The new coronavirus (COVID-19) pandemic and concurrent economic slowdown may impact our deal flow and ease to attract investors which may affect our business, financial condition, and results of operations.

SEISMIC CAPITAL COMPANY

NOTES TO FINANCIAL STATEMENTS

Note 6 – Commitments and Contingencies (Continued)

Employment Agreements: On August 25, 2020, the Company entered into employment agreements with three founders of the Company, effective July 1, 2020. Each agreement is for a period of five years at a salary of $250,000 per year, plus the possibility of a bonus ranging between 50% and 200% of the annual salary. The Company accrued $125,000 with respect to these agreements at August 31, 2020. The Company also entered into a similar agreement on August 28, 2020 with a fourth founder at a salary of $125,000 per year. Such contract expected to become effective on January 1, 2021. The employment agreements also provide for a contingent signing bonus equal to each founder’s annual salary if the Company closes on the sale of the Company’s equity securities in the aggregate amount of no less than $5,000,000.

Legal Matters: From time to time, the Company may be involved in legal proceedings in the normal course of its business. The Company is not involved in any legal proceedings at the present time.

Note 7 – Subsequent Events

Subsequent Events: The Company evaluated subsequent events and transactions that occurred after the balance sheet date and through October 16, 2020, the date that the financial statements were issued.

As described in note 4, the subscription receivable of $1,050 for the 105,000,000 shares of common stock was collected on September 17, 2020.

Subsequent to August 31, 2020, the Company issued 229,136 shares of common stock to an officer in settlement of its advances from that officer totaling $57,284 ($0.25 per share). As part of its fundraising efforts, the Company also issued 40,000 shares of common stock to one of its founders for cash consideration of $10,000 ($0.25 per share). The Company then issued a total of 120,000 shares of common stock to three individuals for cash consideration of $60,000 ($0.50 per share).

   PART III

   INDEX TO EXHIBITS

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this Offering Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on November 25, 2020.

Seismic Capital Company

/s/ Steven P. Weinstein

By Steven Weinstein, Co-Founder, Chief Executive Officer

/s/ Alice P. Neuhauser

By Alice P. Neuhauser, Chief Financial Officer, Principal Accounting Officer and Treasurer

This Offering Statement has been signed by the following persons in the capacities and on the dates indicated.

/s/ Steven P. Weinstein

Steven P. Weinstein, Director

Date: November 25, 2020

/s/ Alice P. Neuhauser

Alice P. Neuhauser, Director

Date: November 25, 2020

Exhibit 1

EXCLUSIVE PLACEMENT AGENCY AGREEMENT

This Placement Agency Agreement (this “Agreement”) is made as November 13, 2020 between Seismic Capital Company, a Delaware corporation (the “Company”), and C2M Securities, LLC, a Virginia limited liability company (the “Placement Agent”). The Placement Agent and the Company agree:

1. Engagement of Placement Agent. The Company hereby engages Placement Agent, and Placement Agent hereby accepts such engagement, to act as the Company’s exclusive Placement Agent with respect to sales by the Company in an offering pursuant to Regulation A+ (the “Offering”) under the Securities Act of 1933, as amended (the “Securities Act”) for up to $49,000,000 of the Company’s Common Stock (the “Securities”). One or more closings for the purchase and sale of the Securities (each, a “Closing”) shall be conducted from time to time at the request of the Company, subject to certain conditions to closing established by the Placement Agent and the Company and annexed hereto as an appendix to this Agreement.

2. Offering Procedures. Placement Agent will introduce the Company to investors who Placement Agent reasonably believes satisfy the eligibility requirements under the applicable rules and regulations of Regulation A+, state securities laws and such suitability criteria as may be established by the Company (if any) to participate in the Offering (the “Offerees”).

3. Placement Agent’s Compensation. In consideration for the services rendered by Placement Agent hereunder, the Company shall pay the Placement Agent, upon the distribution of funds from the escrow account established for the Offering in connection with each Closing for the issuance and sale of the Securities, in accordance with written wire transfer payment instructions from the Placement Agent:

(i) Cash compensation equal to one percent (1%) of the gross proceeds of the Offering for Executing Broker Services. Additionally, the following percentages of the aggregate subscription proceeds originated by a broker-dealer registered with the Securities and Exchange Commission and the Financial Regulatory Authority which introduces investors who invest in the Offering (an “Introducing Broker-Dealer”), including the Placement Agent (the “Other Proceeds”), shall be payable in cash to such Introducing Broker-Dealer provided that the Introducing Broker-Dealer introduces an Introduced Investor as defined directly below:

“Introduced Investor” means an investor introduced to the Offering by an Introducing Broker-Dealer, who purchases shares pursuant to the Offering.

The Company also will pay to Capital2Market Consulting at the signing of the Capital2Market Consulting Agreement a $15,000 due diligence fee and a $7,500 5110 fee to qualify the offering with the Financial Industry Regulatory Authority (“FINRA”) which is not considered as revenue to the broker dealer or C2M Securities.

4. Certain Matters Relating to Placement Agent’s Duties.

(a) Placement Agent’s responsibilities shall be limited to introducing potential investors to the Company. Placement Agent shall act as the Company’s placement agent for soliciting offers to purchase the Securities. In performing its responsibilities hereunder, the Placement Agent shall not use any offering materials other than the Offering Circular, Subscription Agreement and any Offering Questionnaire and/or similar documents provided to Placement Agent by the Company and other documents authorized by the Company permitted under applicable federal and state securities laws (collectively, the “Offering Materials”). Placement Agent shall have no responsibility for fulfilling any SEC reporting or filing requirements, or fulfilling the filing obligations or other requirements applicable to the offer and sale of the Company’s securities under state securities or blue-sky laws as relates to the Company, but Placement Agent agrees to provide the Company with reasonable assistance related to any registration, qualification or other requirements of applicable securities laws and other regulatory matters, upon request of the Company. 

(b) Placement Agent agrees to introduce the Company to Offerees only in states in which Placement Agent has been advised by the Company that offers and sales of the Securities can he legally made by the Company.

(c) Placement Agent shall perform its duties hereunder in a manner consistent with the instructions of the Company. Such performance shall include the delivery to each Offeree the Offering Materials. Placement Agent shall maintain a copy of any written information it obtains regarding the suitability of each Offeree. Placement Agent shall use only the Offering Materials in introducing Offerees to the Company. The Company shall, promptly following execution of this Agreement, provide Placement Agent with a written list of any prospective Offerees the Company does not want Placement Agent to contact. Placement Agent agrees to not contact the persons on such list, and Placement Agent shall not be entitled to the compensation set forth in Section 3 with respect to any investment made by such persons in the Securities. The Placement Agent shall not have any liability with respect to the information set forth in the Offering Circular, except to the extent specifically furnished to the Company for inclusion in the Offering Circular.

(d) Placement Agent is and will hereafter act as an independent contractor and not as an employee of the Company and nothing herein shall be interpreted or construed to create any employment, partnership, joint venture, or other relationship between Placement Agent and the Company. Placement Agent will not hold itself out as having, and will not state to any person that Placement Agent has, any relationship with the Company other than as an independent contractor. Placement Agent shall have no right or power to find or create any liability or obligation for or in the name of the Company or to sign any documents on behalf of the Company.

5. Termination of Agreement. Either party may terminate this Agreement by notifying the other in writing upon a material breach by that other party, unless such breach is curable and is in fact cured within 15 days after such notice. This Agreement will otherwise terminate upon completion or termination of the Offering. In addition, the Company may terminate this Agreement, for any or no reason, following 15 days after the date hereof upon written notice to Placement Agent, but all provisions hereof other than Sections 1, 2, 4, 5, the last sentence of this Section 5 and Section 6 shall survive the termination with respect to Offerees that Placement Agent introduces to the Company before any termination with respect to the Offering.

Placement Agent shall be entitled to compensation under Section 3 based on investments made by such Offerees prior to the termination of this Agreement or at any time within one year thereafter; provided that if Company sells any of its securities to an Offeree introduced by Placement Agent within one year of termination of this Agreement, Placement Agent shall be entitled to fees based upon the sale of the securities purchased and the exercise, exchange or conversion of any derivative securities purchased by that Offeree or any permitted assignee of such Offeree within such one-year period, regardless of when exercised, exchanged or converted.

6. Indemnification.

(i)       The Company agrees to defend, protect, indemnify and hold harmless the Placement Agent, any registered broker-dealer participating in the Offering, their respective affiliates and each person controlling the Placement Agent or such participating broker-dealers (within the meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of the Placement Agent and participating broker-dealers, their respective affiliates and each such controlling person (the Placement Agent, participating broker-dealers and each such entity or person. an “Agent Indemnified Person”) from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”), and shall reimburse each Agent Indemnified Person for all fees and expenses (including the reasonable fees and expenses of one counsel for all Agent Indemnified Persons, except as otherwise expressly provided herein) (collectively, the “Expenses”) as they are incurred by an Agent Indemnified Person in investigating, preparing, pursuing or defending any actions, causes of action, suits or claims (collectively, “Actions”), whether or not any Agent Indemnified Person is a party thereto, (i) caused by, or arising out of or in connection with, any untrue statement or alleged untrue statement of a material fact contained in the Offering Memorandum, as the same may be amended or supplemented, or by any omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or (ii) otherwise arising out of or in connection with advice or services rendered or to be rendered by any Agent Indemnified Person pursuant to this Agreement, the transactions contemplated hereby or any Agent Indemnified Person's actions or inactions in connection with any such advice, services or transactions; provided, however, that, in the case of clause (ii) only, the Company shall not be responsible for any Liabilities or Expenses of any Agent Indemnified Person that are finally judicially determined to have resulted solely from such Agent Indemnified Person's (x) gross negligence or willful misconduct in connection with any of the advice, actions, inactions or services referred to above or (y) use of any offering materials or information concerning the Company in connection with the offer or sale of the Units in the Offering which were not authorized for such use by the Company and which use constitutes gross negligence or willful misconduct. The Company also agrees to reimburse each Agent Indemnified Person for all Expenses as they are incurred in connection with enforcing such Agent Indemnified Person's rights under this Agreement.

(ii)       Upon receipt by an Agent Indemnified Person of actual notice of an Action against such Agent Indemnified Person with respect to which indemnity may be sought under this Agreement, such Agent Indemnified Person shall promptly notify the Company in writing; provided that failure by any Agent Indemnified Person so to notify the Company shall not relieve the Company from any liability which the Company may have on account of this indemnity or otherwise to such Agent Indemnified Person, except to the extent the Company shall have been prejudiced by such failure. The Company shall, if requested by the Placement Agent, assume the defense of any such Action including the employment of counsel reasonably satisfactory to such Placement Agent, which counsel may also be counsel to the Company. Any Agent Indemnified Person shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Agent Indemnified Person unless: (i) the Company has failed promptly to assume the defense and employ counsel or (ii) the named parties to any such Action (including any impeded parties) include such Agent Indemnified Person and the Company, and such Agent Indemnified Person shall have been advised in the reasonable opinion of counsel that there is an actual conflict of interest that prevents the counsel selected by the Company from representing both the Company (or another client of such counsel) and any Agent Indemnified Person; provided that the Company shall not in such event be responsible hereunder for the fees and expenses of more than one firm of separate counsel for all Agent Indemnified Persons in connection with any Action or related Actions, in addition to any local counsel. The Company shall not be liable for any settlement of any Action effected without its written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Placement Agent (which shall not be unreasonably withheld), settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened Action in respect of which indemnification or contribution may be sought hereunder (whether or not such Agent Indemnified Person is a party thereto) unless such settlement, compromise, consent or termination includes an unconditional release of each Agent Indemnified Person from all Liabilities arising out of such Action for which indemnification or contribution may be sought hereunder. The indemnification required hereby shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payable.

(iii)       In the event that the foregoing indemnity is unavailable to an Agent Indemnified Person other than in accordance with this Agreement, the Company shall contribute to the Liabilities and Expenses paid or payable by such Agent Indemnified Person in such proportion as is appropriate to reflect (i) the relative benefits to the Company, on the one hand, and to the Placement Agent and any other Agent Indemnified Person, on the other hand, of the matters contemplated by this Agreement or (ii) if the allocation provided by the immediately preceding clause is not permitted by applicable law, not only such relative benefits but also the relative fault of the Company, on the one hand, and the Placement Agent and any other Agent Indemnified Person, on the other hand, in connection with the matters as to which such Liabilities or Expenses relate, as well as any other relevant equitable considerations; provided that in no event shall the Company contribute less than the amount necessary to ensure that all Agent Indemnified Persons, in the aggregate, are not liable for any Liabilities and Expenses in excess of the amount of fees actually received by the Placement Agent pursuant to this Agreement. For purposes of this paragraph, the relative benefits to the Company, on the one hand, and to the Placement Agent on the other hand, of the matters contemplated by this Agreement shall be deemed to be in the same proportion as (a) the total value paid or contemplated to be paid to or received or contemplated to be received by the Company in the transaction or transactions that are within the scope of this Agreement, whether or not any such transaction is consummated, bears to (b) the fees paid to the Placement Agent under this Agreement.

(iv)     The reimbursement, indemnity and contribution obligations of the Company set forth herein shall apply to any modification of this Agreement and shall remain in full force and effect regardless of any termination of, or the completion of any Agent Indemnified Person's services under or in connection with, this Agreement.

(v)        Each registered broker-dealer participating in the Offering, its controlling persons and their respective affiliates, directors, officers, agents, employees, successors and assigns shall be express third party beneficiaries of this Section 8 of this Agreement.

(i)        The Placement Agent shall indemnify and defend the Company, the Manager, and their respective affiliates, directors, officers, employees, agents, consultants, attorneys, accountants and other representatives (each a “Company Indemnified Person”) and shall hold each Company Indemnified Person harmless, to the fullest extent permitted by law, from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorney’s fees and costs), as they are incurred, in connection with the Offering, resulting from the indemnifying party’s negligence, bad faith or willful misconduct in connection with the Offering, any violation by the indemnifying party (not caused by a Company Indemnified Person) of Federal or state securities laws in connection with the Offering, or any breach by the indemnifying party of this Agreement.

(ii)       In case any litigation or proceeding shall be brought against any Company Indemnified Person under this section, the indemnifying party shall be entitled to assume the defense of such litigation or proceeding with counsel of the indemnifying party’s choice at its expense (in which case the indemnifying party shall not be responsible for the fees and expenses of any separate counsel retained by such Company Indemnified Person, except in the limited circumstances described below in this section); provided, however, that such counsel shall be reasonably satisfactory to the Company Indemnified Person. Notwithstanding the indemnifying party’s election to assume the defense of such litigation or proceeding (i) such Company Indemnified Person shall have the right to employ separate counsel and to participate in the defense of such litigation or proceeding, and (ii) the indemnifying party shall bear the reasonable fees, costs and expenses of separate counsel if (but only if) the use of counsel selected by the indemnifying party to represent such Company Indemnified Person would present such counsel with a conflict of interest under applicable laws or rules of professional conduct.

7. Notices. Any notice, consent, authorization or other communication to be given hereunder shall be in writing and shall be deemed duly given and received when delivered personally, when transmitted by electronic mail, and five days after being mailed by first class mail, or one day after being sent by a nationally recognized overnight delivery service, charges and postage prepaid, properly addressed to the party to receive such notice, at the following physical address and email address for such party (or at such other address as shall hereafter be specified by such party by like notice):

8. Company to Control Transactions. The prices, terms and conditions under which the Company shall offer or sell any Securities shall be determined by the Company in its sole discretion. The Company shall have the authority to control all discussions and negotiations regarding any proposed or actual offering or sale of Securities. Nothing herein shall obligate the Company to actually offer or sell any Securities or consummate any transaction. The Company may terminate any negotiations or discussions at any time and may cease any offering or sale of Securities. Compensation pursuant hereto shall he paid to Placement Agent only in the event of an actual Closing of the Offering to an Offeree introduced by Placement Agent.

9. Confidentiality of Company Information. Placement Agent, and its officers, directors, employees and agents shall maintain in strict confidence and not copy, disclose or transfer to any other party (a) all confidential business and financial information regarding the Company and its affiliates, including without limitation, projections, business plans, marketing plans, product development plans, pricing, costs, customer, vendor and supplier lists and identification, channels of distribution, and terms of identification of proposed or actual contracts and (b) all confidential technology of the Company. In furtherance of the foregoing, Placement Agent agrees that it shall not transfer, transmit, distribute, download or communicate, in any electronic, digitized or other form or media, any of the confidential technology of the Company. The foregoing is not intended to preclude the Placement Agent from utilizing, subject to the terms and conditions of this Agreement, the Offering Materials or other documents prepared or approved by the Company for use in the Offering.

All communications regarding any possible transactions, requests for due diligence or other information, requests for facility tours, product demonstrations or management meetings, will be submitted or directed to the Company, and Placement Agent shall not contact any employees, customers, suppliers or contractors of the Company or its affiliates without express permission. Nothing herein shall constitute a grant of authority to Placement Agent or any representatives thereof to remove, examine or copy any particular document or types of information regarding the Company, and the Company shall retain control over the particular documents or items to be provided, examined or copied. If the Offering is not consummated, or if at any time the Company so requests, Placement Agent and its representatives will return to the Company all copies of information regarding the Company in their possession.

The provisions of this Section shall survive any termination hereof.

10. Press Releases, Etc. The Company shall control all press releases or announcements to the public, the media or the industry regarding any offering, placement, transaction or business relationship involving the Company or its affiliates; provided that the Company shall furnish the Placement Agent with drafts of any such press releases or announcements a reasonable period of time prior to release or distribution and give due consideration to any comments thereon submitted to the Company prior to the release or distribution thereof, except that the Company shall not use the name of the Placement Agent in a manner in which the Placement Agent objects in writing. . Except for communication to Offerees in furtherance of this Agreement and the provision of the Offering Materials, Placement Agent will not disclose the fact that discussions or negotiations are taking place concerning a possible transaction involving the Company, or the status or terms and conditions thereof. Notwithstanding the foregoing, the Company agrees to issue a press release prior to the opening of the market on the business day following the Company’s receipt of executed agreements binding Offerees to purchase Securities in at least the amount of the minimum Offering (if there is any such minimum) setting forth the material terms of the Offering.

11. Expenses, Etc. The compensation described in Section 3 shall be Placement Agent’s sole compensation for all of its services and efforts to the Company and its affiliates, in connection with any offering or placement of Securities. The Company shall pay or reimburse the Placement Agent for reasonable travel and related expenses incurred in connection its due diligence investigation of the Company and for reasonable expenses related to road-show and other events at which presentations are made to investors to solicit interest in the Offering, provided that any expense in excess of $1,500 shall require pre-approval by an authorized officer of the Company. The Company further agrees to pay for all its legal expenses relating to closing the transaction contemplated. Placement Agent shall be exclusively responsible for any compensation, fees, commissions or payments of its employees, agents, representatives, co-Placement Agents or other persons or entities utilized by it in connection with its activities on behalf of the Company, and Placement Agent will indemnify and hold harmless the Company and its affiliates from the claims of any such persons or entities.

12. Covenants of the Company. The Company will provide Placement Agent for delivery to all offerees and purchasers and their representatives any additional information, documents and instruments which Placement Agent shall deem necessary to comply with the rules, regulations and judicial and administrative interpretations in those states and jurisdictions where the Securities are to be offered for sale or sold. The Company will file all post-Offering forms, documents or materials and take all other actions required by states in which the Securities have been offered or sold. Placement Agent will not make offers or sales of the Securities in any jurisdiction in which the Securities have not been qualified or registered or are not exempt from such qualification or registration.

(a) Reg. A Compliance. The Company will comply in all respects with the terms and conditions of Reg. A applicable state securities laws with respect to the Offering and the sale of the Securities.

(b) Due Diligence Materials. The Company shall provide Placement Agent copies of all information provided to all prospective offerees and copies of all documents pertaining to the closing and sale of Securities. Additionally, the Company shall provide Placement Agent copies of any documentation reasonably requested by the Placement Agent.

(c) Background Investigation. The Company shall deliver authorization (s) to have background investigations conducted by an outside third party on officers, directors, principal shareholders, promoters and other individuals or entities participating in the Offering, as determined by Placement Agent.

(d) Public Information. The Company acknowledges that all information regarding their officers, directors and principal shareholders have been filed with all appropriate regulatory agencies and are of public record. The Company agrees to provide Placement Agent with any material differences that have not been filed.

13. Compliance with Laws. Placement Agent represents and warrants that it is a duly registered broker/dealer and in good standing with the SEC, FINRA and the State of MI and has and shall maintain such registrations as well as all other necessary licenses and permits to conduct its activities under this Agreement, which it shall conduct in compliance with applicable federal and state laws relating to a private placement under Regulation D of the 1933 Act. Placement Agent represents that it is not a party to any other agreement which would conflict with or interfere with the terms and conditions of this Agreement.

14. Assignment Prohibited. No assignment of this Agreement shall be made without the prior written consent of the other party.

15. Amendments. Neither party may amend this Agreement or rescind any of its existing provisions without the prior written consent of the other party.

16. Governing Law. This Agreement shall be deemed to have been made in the State of New York and shall be construed, and the rights and liabilities determined, in accordance with the law of the State of New York, without regard to the conflicts of laws rules of such jurisdiction.

17. Waiver. Neither Placement Agent’s nor the Company’s failure to insist at any time upon strict compliance with this Agreement or any of its terms nor any continued course of such conduct on their part shall constitute or be considered a waiver by Placement Agent or the Company of any of their respective rights or privileges under this Agreement.

18. Severability. If any provision herein is or should become inconsistent with any present or future law, rule or regulation of any sovereign government or regulatory body having jurisdiction over the subject matter hereof, such provision shall be deemed to be rescinded or modified in accordance with such law, rule or regulation. In all other respects, this Agreement shall continue to remain in full force and effect.

19. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and will become effective and binding upon the parties at such time as all of the signatories hereto have signed a counterpart of this Agreement. All counterparts so executed shall constitute one agreement binding on all of the parties hereto, notwithstanding that all of the parties are not signatory to the same counterpart. Each of the parties hereto shall sign a sufficient number of counterparts so that each party will receive a fully executed original of this Agreement.

20. Entire Agreement. This Agreement and all other agreements and documents referred herein constitute the entire agreement between the Company and Placement Agent. No other agreements, covenants, representations or warranties, express or implied, oral or written, have been made by any party hereto to any other party concerning the subject matter hereof. All prior and contemporaneous conversations, negotiations, possible and alleged agreements, representations, covenants and warranties concerning the subject matter hereof are merged herein. This is an integrated Agreement.

21. Arbitration. The parties agree that this Agreement and all controversies which may arise between Placement Agent and the Company, whether occurring prior, on or subsequent to the date of this Agreement, will be determined by JAMS, expedited, single-arbitrator arbitration, in New York, New York. The parties understand that:

(a) Arbitration is final and binding on the parties. Judgment on the award may be entered in any court having jurisdiction.

(b) The parties are waiving their right to seek remedies in court, including the right to a jury trial.

(c) Pre-arbitration discovery is generally more limited than and different from court proceedings.

(d) The arbitrator’s award is not required to include factual findings or legal reasoning and any party’s right to appeal or to seek modification or rulings by the arbitrators is strictly limited.

Any forbearance to enforce an agreement to arbitrate will not constitute a waiver of any rights under this Agreement except to the extent stated herein.

IN WITNESS WHEREOF, being duly authorized, the parties hereby have executed this Agreement as of the date first above written.

SEISMIC CAPITAL COMPANY

Steven Weinstein

Its: CEO

Exhibit 2.1 

EXECUTION VERSION

CERTIFICATE OF INCORPORATION 

OF 

SEISMIC CAPITAL COMPANY

FIRST: The name of this corporation is Seismic Capital Company (the “Corporation”).

SECOND: The address of the registered office of the Corporation in the State of Delaware is 251 Little Falls Drive, Wilmington, Delaware 19808, New Castle County. The name of its registered agent for service of process on the Corporation in the State of Delaware at such address is Corporation Service Company.

THIRD: The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “General Corporation Law”).

FOURTH: The total number of shares of all classes of stock which the Corporation shall have authority to issue is 200,000,000 shares of Common Stock, $0.001 par value per share (“Common Stock”). The holders of the Common Stock are entitled to one vote for each share of Common Stock held at all meetings of stockholders (and written actions in lieu of meetings). There shall be no cumulative voting.

FIFTH: Subject to any additional vote required by the Bylaws, in furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, repeal, alter, amend and rescind any or all of the Bylaws of the Corporation.

SIXTH: Subject to any additional vote required by this Certificate of Incorporation, the number of directors of the Corporation shall be determined in the manner set forth in the Bylaws of the Corporation. Each director shall be entitled to one vote on each matter presented to the Board of Directors.

SEVENTH: Elections of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.

EIGHTH: Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws of the Corporation may provide. The books of the Corporation may be kept outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws of the Corporation.

NINTH: To the fullest extent permitted by law, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. If the General Corporation Law or any other law of the State of Delaware is amended after approval by the stockholders of this Article Ninth to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law as so amended.

Any repeal or modification of the foregoing provisions of this Article Ninth by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of, or increase the liability of any director of the Corporation with respect to any acts or omissions of such director occurring prior to, such repeal or modification.

TENTH: To the fullest extent permitted by applicable law, the Corporation is authorized to provide indemnification of (and advancement of expenses to) directors, officers and agents of the Corporation (and any other persons to which General Corporation Law permits the Corporation to provide indemnification) through Bylaw provisions, agreements with such agents or other persons, vote of stockholders or disinterested directors or otherwise, in excess of the indemnification and advancement otherwise permitted by Section 145 of the General Corporation Law.

Any amendment, repeal or modification of the foregoing provisions of this Article Tenth shall not (a) adversely affect any right or protection of any director, officer or other agent of the Corporation existing at the time of such amendment, repeal or modification or (b) increase the liability of any director of the Corporation with respect to any acts or omissions of such director, officer or agent occurring prior to, such amendment, repeal or modification.

ELEVENTH: Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery in the State of Delaware shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation, its directors, officers or employees arising pursuant to any provision of the Delaware General Corporation Law or the Corporation’s certificate of incorporation or bylaws or (iv) any action asserting a claim against the Corporation, its directors, officers or employees governed by the internal affairs doctrine, except for, as to each of (i) through (iv) above, any claim as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or for which the Court of Chancery does not have subject matter jurisdiction. If any provision or provisions of this Article Eleventh shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article Eleventh (including, without limitation, each portion of any sentence of this Article Eleventh containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby.

*            *          *

I, THE UNDERSIGNED, being the sole Incorporator, for the purpose of forming a corporation pursuant to the General Corporation Law, do make this certificate, herein declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 1^st day of July, 2020.

Exhibit 2.2

EXECUTION VERSION

BYLAWS

OF

SEISMIC CAPITAL COMPANY

ARTICLE I

OFFICES

Section 1.01      Offices. The address of the registered office of Seismic Capital Company (hereinafter called the "Corporation") in the State of Delaware shall be at 251 Little Falls Drive, Wilmington, Delaware 19808, New Castle County. The Corporation may have other offices, both within and without the State of Delaware, as the board of directors of the Corporation (the "Board of Directors") from time to time shall determine or the business of the Corporation may require.

Section 1.02      Books and Records. Any records administered by or on behalf of the Corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be maintained on any information storage device, method, or one or more electronic networks or databases (including one or more distributed electronic networks or databases); provided that the records so kept can be converted into clearly legible paper form within a reasonable time, and, with respect to the stock ledger, the records so kept comply with Section 224 of the Delaware General Corporation Law. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect such records pursuant to applicable law.

ARTICLE II

MEETINGS OF THE STOCKHOLDERS

Section 2.01      Place of Meetings. All meetings of the stockholders shall be held at such place, if any, either within or without the State of Delaware, or by means of remote communication, as shall be designated from time to time by resolution of the Board of Directors and stated in the notice of meeting.

Section 2.02      Annual Meeting. The annual meeting of the stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held at such date, time and place, if any, as shall be determined by the Board of Directors and stated in the notice of the meeting.

Section 2.03      Special Meetings. Special meetings of stockholders for any purpose or purposes shall be called pursuant to a resolution approved by the Board of Directors and may not be called by any other person or persons. The only business which may be conducted at a special meeting shall be the matter or matters set forth in the notice of such meeting.

Section 2.04      Adjournments. Any meeting of the stockholders, annual or special, may be adjourned from time to time to reconvene at the same or some other place, if any, and notice need not be given of any such adjourned meeting if the time, place, if any, thereof, and the means of remote communication, if any, are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date is fixed for stockholders entitled to vote at the adjourned meeting, the Board of Directors shall fix a new record date for notice of the adjourned meeting and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at the adjourned meeting as of the record date fixed for notice of the adjourned meeting.

Section 2.05     Notice of Meetings. Notice of the place, if any, date, hour, the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting) and means of remote communication, if any, of every meeting of stockholders shall be given by the Corporation not less than ten days nor more than 60 days before the meeting (unless a different time is specified by law) to every stockholder entitled to vote at the meeting as of the record date for determining the stockholders entitled to notice of the meeting. Notices of special meetings shall also specify the purpose or purposes for which the meeting has been called. Notices of meetings to stockholders may be given by mailing the same, addressed to the stockholder entitled thereto, at such stockholder's mailing address as it appears on the records of the corporation and such notice shall be deemed to be given when deposited in the U.S. mail, postage prepaid. Without limiting the manner by which notices of meetings otherwise may be given effectively to stockholders, any such notice may be given by electronic transmission in accordance with applicable law. Notice of any meeting need not be given to any stockholder who shall, either before or after the meeting, submit a waiver of notice or who shall attend such meeting, except when the stockholder attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Any stockholder so waiving notice of the meeting shall be bound by the proceedings of the meeting in all respects as if due notice thereof had been given.

Section 2.06      List of Stockholders. The Corporation shall prepare a complete list of the stockholders entitled to vote at any meeting of stockholders (provided, however, if the record date for determining the stockholders entitled to vote is less than ten days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date), arranged in alphabetical order, and showing the address of each stockholder and the number of shares of each class of capital stock of the Corporation registered in the name of each stockholder at least ten days before any meeting of the stockholders. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, on a reasonably accessible electronic network if the information required to gain access to such list was provided with the notice of the meeting or during ordinary business hours, at the principal place of business of the Corporation for a period of at least ten days before the meeting. If the meeting is to be held at a place, the list shall also be produced and kept at the time and place of the meeting the whole time thereof and may be inspected by any stockholder who is present. If the meeting is held solely by means of remote communication, the list shall also be open for inspection by any stockholder during the whole time of the meeting as provided by applicable law. Except as provided by applicable law, the stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger and the list of stockholders or to vote in person or by proxy at any meeting of stockholders.

Section 2.07     Quorum. Unless otherwise required by law, the Corporation's Certificate of Incorporation (the "Certificate of Incorporation") or these bylaws, at each meeting of the stockholders, a majority in voting power of the shares of the Corporation entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power, by the affirmative vote of a majority in voting power thereof, to adjourn the meeting from time to time, in the manner provided in Section 2.04, until a quorum shall be present or represented. A quorum, once established, shall not be broken by the subsequent withdrawal of enough votes to leave less than a quorum. At any such adjourned meeting at which there is a quorum, any business may be transacted that might have been transacted at the meeting originally called.

Section 2.08     Conduct of Meetings. The Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of the stockholders as it shall deem appropriate. At every meeting of the stockholders, the president, or in his or her absence or inability to act, the Secretary, or, in his or her absence or inability to act, the person whom the president shall appoint, shall act as chairman of, and preside at, the meeting. The secretary or, in his or her absence or inability to act, the person whom the chairman of the meeting shall appoint secretary of the meeting, shall act as secretary of the meeting and keep the minutes thereof. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chairman of any meeting of the stockholders shall have the right and authority to prescribe such rules, regulations, and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations, or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (a) the establishment of an agenda or order of business for the meeting; (b) the determination of when the polls shall open and close for any given matter to be voted on at the meeting; (c) rules and procedures for maintaining order at the meeting and the safety of those present; (d) limitations on attendance at or participation in the meeting to stockholders of record of the corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (e) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (f) limitations on the time allotted to questions or comments by participants.

Section 2.09      Voting; Proxies. Unless otherwise required by law or the Certificate of Incorporation the election of directors shall be decided by a plurality of the votes cast at a meeting of the stockholders by the holders of stock entitled to vote in the election. Unless otherwise required by law, the Certificate of Incorporation, or these bylaws, any matter, other than the election of directors, brought before any meeting of stockholders shall be decided by the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the matter. Each stockholder entitled to vote at a meeting of stockholders or to express consent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by delivering to the secretary of the Corporation a revocation of the proxy or a new proxy bearing a later date. Voting at meetings of stockholders need not be by written ballot.

Section 2.10    Inspectors at Meetings of Stockholders. The Board of Directors, in advance of any meeting of stockholders, may, and shall if required by law, appoint one or more inspectors, who may be employees of the Corporation, to act at the meeting or any adjournment thereof and make a written report thereof. The Board of Directors may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall (a) ascertain the number of shares outstanding and the voting power of each, (b) determine the shares represented at the meeting, the existence of a quorum and the validity of proxies and ballots, (c) count all votes and ballots, (d) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and (e) certify their determination of the number of shares represented at the meeting and their count of all votes and ballots. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of their duties. Unless otherwise provided by the Board of Directors, the date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting. No ballot, proxies, votes, or any revocation thereof or change thereto, shall be accepted by the inspectors after the closing of the polls unless the Court of Chancery of the State of Delaware upon application by a stockholder shall determine otherwise. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders, the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for office at an election may serve as an inspector at such election.

Section 2.11      Written Consent of Stockholders Without a Meeting. Any action to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action to be so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered (by hand or by certified or registered mail, return receipt requested) to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Every written consent shall bear the date of signature of each stockholder who signs the consent, and no written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest dated consent delivered in the manner required by this Section 2.11, written consents signed by a sufficient number of holders to take action are delivered to the Corporation as aforesaid. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall, to the extent required by applicable law, be given to those stockholders who have not consented in writing, and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporation.]

Section 2.12     Fixing the Record Date.

(a)       In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 60 nor less than ten days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the determination of stockholders entitled to vote at the adjourned meeting and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for the determination of stockholders entitled to vote therewith at the adjourned meeting.

(b)        In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting: (i) when no prior action by the Board of Directors is required by law, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery (by hand, or by certified or registered mail, return receipt requested) to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded and (ii) if prior action by the Board of Directors is required by law, the record date for such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

(c)        In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion, or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

ARTICLE III

BOARD OF DIRECTORS

Section 3.01     General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The Board of Directors may adopt such rules and procedures, not inconsistent with the Certificate of Incorporation, these bylaws, or applicable law, as it may deem proper for the conduct of its meetings and the management of the Corporation.

Section 3.02     Number; Term of Office. The number of directors shall be at least one and not more than ten, provided that the minimum or maximum number or both may be increased or decreased from time to time by an amendment to these Bylaws. Subject to any provision in the Articles of Organization fixing the number of directors, the exact number of directors shall be fixed, within such range, by a majority of the entire Board of Directors. Each director shall hold office until a successor is duly elected and qualified or until the director's earlier death, resignation, disqualification, or removal.

Section 3.03      Newly Created Directorships and Vacancies. Any newly created directorships resulting from an increase in the authorized number of directors and any vacancies occurring in the Board of Directors, shall be filled solely by the affirmative votes of a majority of the remaining members of the Board of Directors, although less than a quorum, or by a sole remaining director. A director so elected shall be elected to hold office until the earlier of the expiration of the term of office of the director whom he or she has replaced, a successor is duly elected and qualified, or the earlier of such director's death, resignation or removal.

Section 3.04     Resignation. Any director may resign at any time by notice given in writing or by electronic transmission to the Corporation. Such resignation shall take effect at the date of receipt of such notice by the Corporation or at such later time as is therein specified. Verbal resignation shall not be deemed effective until confirmed by the director in writing or by electronic transmission to the Corporation.

Section 3.05      Removal. Except as prohibited by applicable law or the Certificate of Incorporation, the stockholders entitled to vote in an election of directors may remove any director from office at any time, with or without cause, by the affirmative vote of a majority in voting power thereof.

Section 3.06     Fees and Expenses. Directors shall receive such fees and expenses as the Board of Directors shall from time to time prescribe.

Section 3.07     Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such times and at such places as may be determined from time to time by the Board of Directors or its chairman.

Section 3.08     Special Meetings. Special meetings of the Board of Directors may be held at such times and at such places as may be determined by the chairman or the President on at least 24 hours' notice to each director given by one of the means specified in Section 3.11 hereof other than by mail or on at least three days' notice if given by mail. Special meetings shall be called by the chairman or the president in like manner and on like notice on the written request of any two or more directors.

Section 3.09     Telephone Meetings. Board of Directors or Board of Directors committee meetings may be held by means of telephone conference or other communications equipment by means of which all persons participating in the meeting can hear each other and be heard.

Participation by a director in a meeting pursuant to this Section 3.09 shall constitute presence in person at such meeting.

Section 3.10      Adjourned Meetings. A majority of the directors present at any meeting of the Board of Directors, including an adjourned meeting, whether or not a quorum is present, may adjourn and reconvene such meeting to another time and place. At least 24 hours' notice of any adjourned meeting of the Board of Directors shall be given to each director whether or not present at the time of the adjournment, if such notice shall be given by one of the means specified in Section 3.11 hereof other than by mail, or at least three days' notice if by mail. Any business may be transacted at an adjourned meeting that might have been transacted at the meeting as originally called.

Section 3.11       Notices. Subject to Section 3.08, Section 3.10, and Section 3.12 hereof, whenever notice is required to be given to any director by applicable law, the Certificate of Incorporation, or these bylaws, such notice shall be deemed given effectively if given in person or by telephone, mail addressed to such director at such director's address as it appears on the records of the Corporation, facsimile, email, or by other means of electronic transmission.

Section 3.12        Waiver of Notice. Whenever notice to directors is required by applicable law, the Certificate of Incorporation, or these bylaws, a waiver thereof, in writing signed by, or by electronic transmission by, the director entitled to the notice, whether before or after such notice is required, shall be deemed equivalent to notice. Attendance by a director at a meeting shall constitute a waiver of notice of such meeting except when the director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting was not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special Board of Directors or committee meeting need be specified in any waiver of notice.

Section 3.13     Organization. At each meeting of the Board of Directors, the chairman or, in his or her absence, another director selected by the Board of Directors shall preside. The secretary shall act as secretary at each meeting of the Board of Directors. If the secretary is absent from any meeting of the Board of Directors, an assistant secretary shall perform the duties of secretary at such meeting; and in the absence from any such meeting of the secretary and all assistant secretaries, the person presiding at the meeting may appoint any person to act as secretary of the meeting.

Section 3.14     Quorum of Directors. Except as otherwise permitted by the Certificate of Incorporation, these bylaws, or applicable law, the presence of a majority of the Board of Directors shall be necessary and sufficient to constitute a quorum for the transaction of business at any meeting of the Board of Directors.

Section 3.15     Action by Majority Vote. Except as otherwise expressly required by these bylaws, the Certificate of Incorporation, or by applicable law, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 3.16     Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all directors or members of such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writings or electronic transmissions are filed with the minutes of proceedings of the Board of Directors or committee in accordance with applicable law.

Section 3.17      Committees of the Board of Directors. The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. If a member of a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present at the meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent permitted by applicable law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers that may require it to the extent so authorized by the Board of Directors. Unless the Board of Directors provides otherwise, at all meetings of such committee, a majority of the then authorized members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee. Each committee shall keep regular minutes of its meetings. Unless the Board of Directors provides otherwise, each committee designated by the Board of Directors may make, alter, and repeal rules and procedures for the conduct of its business. In the absence of such rules and procedures each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to this Article III.

ARTICLE IV

OFFICERS

Section 4.01     Positions and Election. The officers of the Corporation shall be elected annually by the Board of Directors and shall include a president, a treasurer, and a secretary. The Board of Directors, in its discretion, may also elect a chairman (who must be a director), one or more vice chairmen (who must be directors), and one or more vice presidents, assistant treasurers, assistant secretaries, and other officers. Any two or more offices may be held by the same person.

Section 4.02     Term. Each officer of the Corporation shall hold office until such officer's successor is elected and qualified or until such officer's earlier death, resignation, or removal. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors at any time, with or without cause, by the majority vote of the members of the Board of Directors then in office. The removal of an officer shall be without prejudice to his or her contract rights, if any. The election or appointment of an officer shall not of itself create contract rights. Any officer of the Corporation may resign at any time by giving written notice of his or her resignation to the president or the secretary. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Should any vacancy occur among the officers, the position shall be filled for the unexpired portion of the term by appointment made by the Board of Directors.

Section 4.03       The President. The president shall have general supervision over the business of the Corporation and other duties incident to the office of president, and any other duties as may be from time to time assigned to the president by the Board of Directors and subject to the control of the Board of Directors in each case.

Section 4.04        Vice Presidents. Each vice president shall have such powers and perform such duties as may be assigned to him or her from time to time by the chairman of the Board of Directors or the president.

Section 4.05        The Secretary. The secretary shall attend all sessions of the Board of Directors and all meetings of the stockholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose, and shall perform like duties for committees when required. He or she shall give, or cause to be given, notice of all meetings of the stockholders and meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or the president. The secretary shall keep in safe custody the seal of the Corporation and have authority to affix the seal to all documents requiring it and attest to the same.

Section 4.06    The Treasurer. The treasurer shall have the custody of the corporate funds and securities, except as otherwise provided by the Board of Directors, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the president and the directors, at the regular meetings of the Board of Directors, or whenever they may require it, an account of all his or her transactions as treasurer and of the financial condition of the Corporation.

Section 4.07     Duties of Officers May Be Delegated. In case any officer is absent, or for any other reason that the Board of Directors may deem sufficient, the president or the Board of Directors may delegate for the time being the powers or duties of such officer to any other officer or to any director.

ARTICLE V

STOCK CERTIFICATES AND THEIR TRANSFER

Section 5.01     Certificates Representing Shares. The shares of stock of the Corporation shall be represented by certificates; provided that the Board of Directors may provide by resolution or resolutions that some or all of any class or series shall be uncertificated shares that may be evidenced by a book-entry system maintained by the registrar of such stock. If shares are represented by certificates, such certificates shall be in the form, other than bearer form, approved by the Board of Directors. The certificates representing shares of stock of each class shall be signed by, or in the name of, the Corporation by any two authorized officers of the Corporation. Any or all such signatures may be facsimiles. Although any officer, transfer agent, or registrar whose manual or facsimile signature is affixed to such a certificate ceases to be such officer, transfer agent, or registrar before such certificate has been issued, it may nevertheless be issued by the Corporation with the same effect as if such officer, transfer agent, or registrar were still such at the date of its issue.

Section 5.02     Transfers of Stock. Stock of the Corporation shall be transferable in the manner prescribed by law and in these bylaws. Transfers of stock shall be made on the books of the Corporation only by the holder of record thereof, by such person's attorney lawfully constituted in writing and, in the case of certificated shares, upon the surrender of the certificate thereof, which shall be cancelled before a new certificate or uncertificated shares shall be issued. No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred. To the extent designated by the president or any vice president or the treasurer of the Corporation, the Corporation may recognize the transfer of fractional uncertificated shares, but shall not otherwise be required to recognize the transfer of fractional shares.

Section 5.03      Transfer Agents and Registrars. The Board of Directors may appoint, or authorize any officer or officers to appoint, one or more transfer agents and one or more registrars.

Section 5.04    Lost, Stolen, or Destroyed Certificates. The Board of Directors may direct a new certificate or uncertificated shares to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen, or destroyed upon the making of an affidavit of that fact by the owner of the allegedly lost, stolen, or destroyed certificate. When authorizing such issue of a new certificate or uncertificated shares, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of the lost, stolen, or destroyed certificate, or the owner's legal representative to give the Corporation a bond sufficient to indemnify it against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen, or destroyed or the issuance of such new certificate or uncertificated shares.

ARTICLE VI

INDEMNIFICATION

Section 6.01     Indemnification Generally. The Corporation shall indemnify, advance expenses, and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (a "Covered Person") who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "Proceeding"), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys' fees) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except for claims for indemnification (following the final disposition of such Proceeding) or advancement of expenses not paid in full, the Corporation shall be required to indemnify a Covered Person in connection with a Proceeding (or part thereof) commenced by such Covered Person only if the commencement of such Proceeding (or part thereof) by the Covered Person was authorized in the specific case by the board of directors of the Corporation. Any amendment, repeal or modification of this Section 6.01 shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

ARTICLE VII

GENERAL PROVISIONS

Section 7.01     Fiscal Year. The fiscal year of the Corporation shall begin on date of incorporation and end on December 31 of each year.

Section 7.02     Checks, Notes, Drafts, Etc. All checks, notes, drafts, or other orders for the payment of money of the Corporation shall be signed, endorsed, or accepted in the name of the Corporation by such officer, officers, person, or persons as from time to time may be designated by the Board of Directors or by an officer or officers authorized by the Board of Directors to make such designation.

Section 7.03     Dividends. Subject to applicable law and the Certificate of Incorporation, dividends upon the shares of capital stock of the Corporation may be declared by the Board of Directors at any regular or special meeting of the Board of Directors. Dividends may be paid in cash, in property, or in shares of the Corporation's capital stock, unless otherwise provided by applicable law or the Certificate of Incorporation.

Section 7.04     Conflict with Applicable Law or Certificate of Incorporation. These bylaws are adopted subject to any applicable law and the Certificate of Incorporation. Whenever these bylaws may conflict with any applicable law or the Certificate of Incorporation, such conflict shall be resolved in favor of such law or the Certificate of Incorporation.

ARTICLE VIII

AMENDMENTS

Section 8.01     Amendments. These bylaws may be adopted, amended, or repealed or new bylaws adopted by the Board of Directors.

Exhibit 4

SUBSCRIPTION AGREEMENT

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND STATE SECURITIES OR BLUE SKY LAWS. ALTHOUGH AN OFFERING STATEMENT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”), THAT OFFERING STATEMENT DOES NOT INCLUDE THE SAME INFORMATION THAT WOULD BE INCLUDED IN A REGISTRATION STATEMENT UNDER THE ACT. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON THE MERITS OF THIS OFFERING OR THE ADEQUACY OR ACCURACY OF THE SUBSCRIPTION AGREEMENT OR ANY OTHER MATERIALS OR INFORMATION MADE AVAILABLE TO SUBSCRIBER IN CONNECTION WITH THIS OFFERING OVER THE WEB-BASED PLATFORM MAINTAINED BY CAPITAL2MARKET LLC (THE “PLATFORM”) OR THROUGH C2M SECURITIES LLC (THE “BROKER”). ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

INVESTORS WHO ARE NOT “ACCREDITED INVESTORS” (AS THAT TERM IS DEFINED IN SECTION 501 OF REGULATION D PROMULGATED UNDER THE ACT) ARE SUBJECT TO LIMITATIONS ON THE AMOUNT THEY MAY INVEST, AS SET OUT IN SECTION 4. THE COMPANY IS RELYING ON THE REPRESENTATIONS AND WARRANTIES SET FORTH BY EACH SUBSCRIBER IN THIS SUBSCRIPTION AGREEMENT AND THE OTHER INFORMATION PROVIDED BY SUBSCRIBER IN CONNECTION WITH THIS OFFERING TO DETERMINE THE APPLICABILITY TO THIS OFFERING OF EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT.

THE OFFERING MATERIALS MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

THE COMPANY MAY NOT BE OFFERING THE SECURITIES IN EVERY STATE. THE OFFERING MATERIALS DO NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY STATE OR JURISDICTION IN WHICH THE SECURITIES ARE NOT BEING OFFERED.

THE COMPANY RESERVES THE RIGHT IN ITS SOLE DISCRETION AND FOR ANY REASON WHATSOEVER TO MODIFY, AMEND AND/OR WITHDRAW ALL OR A PORTION OF THE OFFERING AND/OR ACCEPT OR REJECT IN WHOLE OR IN PART ANY PROSPECTIVE INVESTMENT IN THE SECURITIES OR TO ALLOT TO ANY PROSPECTIVE INVESTOR LESS THAN THE AMOUNT OF SECURITIES SUCH INVESTOR DESIRES TO PURCHASE. EXCEPT AS OTHERWISE INDICATED, THE OFFERING MATERIALS SPEAK AS OF THEIR DATE. NEITHER THE DELIVERY NOR THE PURCHASE OF THE SECURITIES SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THAT DATE.

11271 Ventura Blvd #479

Los Angeles, CA 91604

Ladies and Gentlemen:

1. Subscription.

(a) The undersigned (“Subscriber”) hereby irrevocably subscribes for and agrees to purchase Common Stock (the “Securities”), of Seismic Capital Company, a Delaware corporation (the “Company”), at a purchase price of $1 per share of Common Stock (the “Per Security Price”), upon the terms and conditions set forth herein. The minimum subscription is $1,000. The rights of the Common Stock are as set forth in the Certificate of Incorporation which appears as an Exhibit to the Offering Statement of the Company filed with the SEC (the “Offering Statement”).

(b) Subscriber understands that the Securities are being offered pursuant to an offering circular dated [DATE] (the “Offering Circular”) filed with the SEC as part of the Offering Statement. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, copies of the Offering Circular and Offering Statement including exhibits thereto and any other information required by the Subscriber to make an investment decision.

(c) The Subscriber’s subscription may be accepted or rejected in whole or in part, at any time prior to a Closing Date (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate.

(d) The aggregate number of Securities sold shall not exceed 49,000,000 (the “Maximum Offering”). The Company may accept subscriptions until the termination of the Offering in accordance with its terms (the “Termination Date”). The Company may elect at any time to close all or any portion of this offering, on various dates at or prior to the Termination Date (each a “Closing Date”).

(e) In the event of rejection of this subscription in its entirety, or in the event the sale of the Securities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall remain in force and effect.

2. Purchase Procedure.

(a) Payment. The purchase price for the Securities shall be paid simultaneously with the execution and delivery to the Company of the signature page of this Subscription Agreement. Subscriber shall deliver a signed copy of this Subscription Agreement, along with payment for the aggregate purchase price of the Securities in accordance with the instructions set forth in “Plan of Distribution -- Process of Subscribing” in the Offering Circular.

(b) Escrow arrangements. Payment for the Securities shall be received by Atlantic Capital Bank, National Association (the “Escrow Agent”) from the undersigned by transfer of immediately available funds, check or other means approved by the Company at least two days prior to the applicable Closing Date. Upon such Closing Date, the Escrow Agent shall release such funds to the Company. The undersigned shall receive notice and evidence of the digital entry of the number of the Securities owned by undersigned reflected on the books and records of the Company and verified by KoreConX (the “Transfer Agent”).

3. Representations and Warranties of the Company.

The Company represents and warrants to Subscriber that the following representations and warranties are true and complete in all material respects as of the date of each Closing Date, except as otherwise indicated. For purposes of this Agreement, an individual shall be deemed to have “knowledge” of a particular fact or other matter if such individual is actually aware of such fact. The Company will be deemed to have “knowledge” of a particular fact or other matter if one of the Company’s current officers has, or at any time had, actual knowledge of such fact or other matter.

(a) Organization and Standing. The Company is a corporation duly formed, validly existing and in good standing under the laws of the State of Delaware. The Company has all requisite power and authority to own and operate its properties and assets, to execute and deliver this Subscription Agreement, and any other agreements or instruments required hereunder. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the Company or its business.

(b) Issuance of the Securities. The issuance, sale and delivery of the Securities in accordance with this Subscription Agreement has been duly authorized by all necessary corporate action on the part of the Company. The Securities, when so issued, sold and delivered against payment therefor in accordance with the provisions of this Subscription Agreement, will be duly and validly issued, fully paid and non-assessable.

(c) Authority for Agreement. The execution and delivery by the Company of this Subscription Agreement and the consummation of the transactions contemplated hereby (including the issuance, sale and delivery of the Securities) are within the Company’s powers and have been duly authorized by all necessary corporate action on the part of the Company. Upon full execution hereof, this Subscription Agreement shall constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies and (iii) with respect to provisions relating to indemnification and contribution, as limited by considerations of public policy and by federal or state securities laws.

(d) No filings. Assuming the accuracy of the Subscriber’s representations and warranties set forth in Section 4 hereof, no order, license, consent, authorization or approval of, or exemption by, or action by or in respect of, or notice to, or filing or registration with, any governmental body, agency or official is required by or with respect to the Company in connection with the execution, delivery and performance by the Company of this Subscription Agreement except (i) for such filings as may be required under Regulation A or under any applicable state securities laws, (ii) for such other filings and approvals as have been made or obtained, or (iii) where the failure to obtain any such order, license, consent, authorization, approval or exemption or give any such notice or make any filing or registration would not have a material adverse effect on the ability of the Company to perform its obligations hereunder.

(e) Capitalization. The authorized and outstanding securities of the Company immediately prior to the initial investment in the Securities is as set forth “Securities Being Offered” in the Offering Circular. Except as set forth in the Offering Circular, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), or agreements of any kind (oral or written) for the purchase or acquisition from the Company of any of its securities.

(f) Qualified Small Business Stock. As set forth in the Offering Circular, the Company expects that, as at the Closing Date, it will be a "qualified small business," as defined in Section 1202(d) of the Internal Revenue Code of 1986, as amended (the "Code").  The Offering Circular further states that the Company intends to operate in the future, to the extent possible, in a manner that will permit the Securities to be treated under Section 1202(d) of the Code as "qualified small business stock" in the hands of individual Subscribers who meet the holding period and other requirements specified in Section 1202.  No assurance can be given, however, that the Securities will in fact constitute qualified small business stock in any particular instance, or at all, or that the income tax benefits set forth in Section 1202 will be available to any Subscriber or that the Internal Revenue Service will not challenge and succeed in disallowing any such income tax benefits if claimed by any Subscriber, whether such disallowance is attributable to actions or attributes of the Company or of the Subscriber or both.    

(g) Financial statements. Complete copies of the Company’s financial statements consisting of the balance sheets of the Company as at August 31, 2020 and the related statements of income, stockholders’ equity and cash flows for the period then ended (the “Financial Statements”) have been made available to the Subscriber and appear in the Offering Circular. The Financial Statements are based on the books and records of the Company and fairly present in all material respects the financial condition of the Company as of the respective dates they were prepared and the results of the operations and cash flows of the Company for the periods indicated. Marcum LLP, which has audited the Financial Statements, is an independent accounting firm within the rules and regulations adopted by the SEC.

(h) Proceeds. The Company shall use the proceeds from the issuance and sale of the Securities as set forth in “Use of Proceeds to issuer” in the Offering Circular.

(i) Litigation. Except as set forth in the Offering Circular, there is no pending action, suit, proceeding, arbitration, mediation, complaint, claim, charge or investigation before any court, arbitrator, mediator or governmental body, or to the Company’s knowledge, currently threatened in writing (a) against the Company or (b) against any consultant, officer, manager, director or key employee of the Company arising out of his or her consulting, employment or board relationship with the Company or that could otherwise materially impact the Company.

4. Representations and Warranties of Subscriber. By executing this Subscription Agreement, Subscriber (and, if Subscriber is purchasing the Securities subscribed for hereby in a fiduciary capacity, the person or persons for whom Subscriber is so purchasing) represents and warrants, which representations and warranties are true and complete in all material respects as of such Subscriber’s respective Closing Date(s):

(a) Requisite Power and Authority. Such Subscriber has all necessary power and authority under all applicable provisions of law to execute and deliver this Subscription Agreement, and other agreements required hereunder and to carry out their provisions. All action on Subscriber’s part required for the lawful execution and delivery of this Subscription Agreement and other agreements required hereunder have been or will be effectively taken prior to the Closing Date. Upon their execution and delivery, this Subscription Agreement and other agreements required hereunder will be valid and binding obligations of Subscriber, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (b) as limited by general principles of equity that restrict the availability of equitable remedies.

(b) Investment Representations. Subscriber understands that the Securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). Subscriber also understands that the Securities are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Subscriber’s representations contained in this Subscription Agreement.

(c) Illiquidity and Continued Economic Risk. Subscriber acknowledges and agrees that there is no ready public market for the Securities and that there is no guarantee that a market for their resale will ever exist. Subscriber must bear the economic risk of this investment indefinitely and the Company has no obligation to list the Securities on any market or take any steps (including registration under the Securities Act or the Securities Exchange Act of 1934, as amended) with respect to facilitating trading or resale of the Securities. Subscriber acknowledges that Subscriber is able to bear the economic risk of losing Subscriber’s entire investment in the Securities. Subscriber also understands that an investment in the Company involves significant risks and has taken full cognizance of and understands all of the risk factors relating to the purchase of Securities.

(d) Accredited Investor Status or Investment Limits. Subscriber represents that either:

(i) Subscriber is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. Subscriber represents and warrants that the undersigned meets one or more of the criteria set forth in Appendix A attached hereto; or

(ii) The purchase price of the Securities (including any fee to be paid by the Subscriber), together with any other amounts previously used to purchase Securities in this offering, does not exceed 10% of the greater of the Subscriber’s annual income or net worth.

Subscriber represents that to the extent it has any questions with respect to its status as an accredited investor, or the application of the investment limits, it has sought professional advice.

(e) Shareholder information. Within five days after receipt of a request from the Company, the Subscriber hereby agrees to provide such information with respect to its status as a shareholder (or potential shareholder) and to execute and deliver such documents as may reasonably be necessary to comply with any and all laws and regulations to which the Company is or may become subject. Subscriber further agrees that in the event it transfers any Securities, it will require the transferee of such Securities to agree to provide such information to the Company as a condition of such transfer.

(f) Valuation. The Subscriber acknowledges that the price of the Securities was set by the Company on the basis of the Company’s internal valuation and no warranties are made as to value. The Subscriber further acknowledges that future offerings of Securities may be made at lower valuations, with the result that the Subscriber’s investment will bear a lower valuation.

(g) Domicile. Subscriber maintains Subscriber’s domicile (and is not a transient or temporary resident) at the address shown on the signature page.

(h) No Brokerage Fees. There are no claims for brokerage commission, finders’ fees or similar compensation in connection with the transactions contemplated by this Subscription Agreement or related documents based on any arrangement or agreement binding upon Subscriber.

(i) Foreign Investors. If Subscriber is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Securities. Subscriber’s subscription and payment for and continued beneficial ownership of the Securities will not violate any applicable securities or other laws of the Subscriber’s jurisdiction.

5. Governing Law; Jurisdiction. This Subscription Agreement shall be governed and construed in accordance with the laws of the State of Delaware.

EACH OF THE SUBSCRIBER AND THE COMPANY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION LOCATED WITHIN THE STATE OF CALIFORNIA AND NO OTHER PLACE AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS RELATING TO THIS SUBSCRIPTION AGREEMENT NOT ARISING UNDER THE FEDERAL SECURITIES LAWS MAY BE LITIGATED IN SUCH COURTS. EACH OF SUBSCRIBER AND THE COMPANY ACCEPTS FOR ITSELF AND HIMSELF AND IN CONNECTION WITH ITS AND HIS RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS SUBSCRIPTION AGREEMENT NOT ARISING UNDER THE FEDERAL SECURITIES LAWS. EACH OF SUBSCRIBER AND THE COMPANY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN THE MANNER AND IN THE ADDRESS SPECIFIED IN SECTION 6 AND THE SIGNATURE PAGE OF THIS SUBSCRIPTION AGREEMENT.

EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE AND INCLUDING CLAIMS UNDER THE FEDERAL SECURITIES LAWS) ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT OR THE ACTIONS OF EITHER PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF. EACH OF THE PARTIES HERETO ALSO WAIVES ANY BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF SUCH PARTY. EACH OF THE PARTIES HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS SUBSCRIPTION AGREEMENT. IN THE EVENT OF LITIGATION, THIS SUBSCRIPTION AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT. BY AGREEING TO THIS WAIVER, THE SUBSCRIBER IS NOT DEEMED TO WAIVE THE COMPANY’S COMPLIANCE WITH THE FEDERAL SECURITIES LAWS AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER.

6. Notices. Notice, requests, demands and other communications relating to this Subscription Agreement and the transactions contemplated herein shall be in writing and shall be deemed to have been duly given if and when (a) delivered personally, on the date of such delivery; or (b) mailed by registered or certified mail, postage prepaid, return receipt requested, in the third day after the posting thereof; or (c) emailed, telecopied or cabled, on the date of such delivery to the address of the respective parties as follows: To the Company at the address set forth above and to the Subscriber at the address given when subscribing online or to such other address as may be specified by written notice from time to time by the party entitled to receive such notice. Any notices, requests, demands or other communications by telecopy or cable shall be confirmed by letter given in accordance with (a) or (b) above.

7. Miscellaneous.

(a) All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or persons or entity or entities may require.

(b) This Subscription Agreement is not transferable or assignable by Subscriber.

(c) The representations, warranties and agreements contained herein shall be deemed to be made by and be binding upon Subscriber and its heirs, executors, administrators and successors and shall inure to the benefit of the Company and its successors and assigns.

(d) None of the provisions of this Subscription Agreement may be waived, changed or terminated orally or otherwise, except as specifically set forth herein or except by a writing signed by the Company and Subscriber.

(e) In the event any part of this Subscription Agreement is found to be void or unenforceable, the remaining provisions are intended to be separable and binding with the same effect as if the void or unenforceable part were never the subject of agreement.

(f) The invalidity, illegality or unenforceability of one or more of the provisions of this Subscription Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Subscription Agreement in such jurisdiction or the validity, legality or enforceability of this Subscription Agreement, including any such provision, in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.

(g) This Subscription Agreement supersedes all prior discussions and agreements between the parties with respect to the subject matter hereof and contains the sole and entire agreement between the parties hereto with respect to the subject matter hereof.

(h) The terms and provisions of this Subscription Agreement are intended solely for the benefit of each party hereto and their respective successors and assigns, and it is not the intention of the parties to confer, and no provision hereof shall confer, third-party beneficiary rights upon any other person.

(i) The headings used in this Subscription Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof.

(j) This Subscription Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

(k) If any recapitalization or other transaction affecting the stock of the Company is effected, then any new, substituted or additional securities or other property which is distributed with respect to the Securities shall be immediately subject to this Subscription Agreement, to the same extent that the Securities, immediately prior thereto, shall have been covered by this Subscription Agreement.

(l) No failure or delay by any party in exercising any right, power or privilege under this Subscription Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

[SIGNATURE PAGE FOLLOWS]

APPENDIX A

An accredited investor includes the following categories of investor:

(1) Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any insurance company as defined in section 2(a)(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;

(2) Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940;

(3) Any organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

(4) Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;

(5) Any natural person whose individual net worth, or joint net worth with that person's spouse, exceeds $1,000,000.

(i) Except as provided in paragraph (a)(5)(ii) of this section, for purposes of calculating net worth under this paragraph (a)(5):

(A) The person's primary residence shall not be included as an asset;

(B) Indebtedness that is secured by the person's primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and

(C) Indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability;

(ii) Paragraph (a)(5)(i) of this section will not apply to any calculation of a person's net worth made in connection with a purchase of securities in accordance with a right to purchase such securities, provided that:

(A) Such right was held by the person on July 20, 2010;

(B) The person qualified as an accredited investor on the basis of net worth at the time the person acquired such right; and

(C) The person held securities of the same issuer, other than such right, on July 20, 2010.

(6) Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

(7) Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in §230.506(b)(2)(ii); and

(8) Any entity in which all of the equity owners are accredited investors.

Exhibit 6.1

FOUNDERS EMPLOYMENT AGREEMENT

This Founders Employment Agreement (this “Agreement”) is effective as of the 1^st day of July, 2020 (the “Effective Date”) by and between Seismic Capital Company (“SCC” or the “Company”), a corporation organized under the laws of the State of Delaware with its principal executive offices at 11271 Ventura Boulevard, Suite 479, Los Angeles, CA 91604 and Steven P. Weinstein, an individual with an address of 11534 Amanda Drive, Studio City, CA 91604 (“Executive”).

In consideration of the premises and the agreements and covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, SCC and Executive agree as follows:

(a)          “Action” shall mean any action, suit or legal, administrative or arbitral proceeding or investigation before any governmental or regulatory authority.

(b)          “Affiliate” with respect to a specified Person, means any other Person directly or indirectly controlling, controlled by or under common control with such specified Person; provided, however, that, for purposes of this definition, the terms “controlling”, “controlled by” or “under common control with” mean 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, by contract or otherwise, or the power to elect or appoint a majority of the directors, managers, partners or other individuals exercising similar authority with respect to such Person.

(c)          “Code” shall mean the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder.

(d)          “Company” shall mean Seismic Capital Company, a Delaware corporation.

(e)          “Confidential Information” shall include any information that the Company deems proprietary or confidential including, but not limited to, any information concerning the Company’s accounts, sales, sales volume, sales methods, sales proposals, customers or prospective customers, prospect lists, Company manuals, formulae, products, processes, methods, financial information or data, compositions, ideas, improvements, inventions, research, computer programs, computer related information or data, system documentation, software products, patented products, copyrighted information, knowhow and operating methods and any other trade secret or proprietary information belonging to the Company or relating to the Company’s affairs that is not public information.

(f)           “Person” shall mean any individual, sole proprietorship, corporation, company, partnership, limited liability company, joint venture, unincorporated society, governmental authority, association or trust or any other entity or organization.

2.            Employment. SCC employs the Executive, and Executive accepts full time employment with SCC, as of the Effective Date, on the terms and conditions contained in this Agreement. Except as set forth in Schedule 1 hereto, Executive confirms that, as of the Effective Date, there are no Actions pending against him/her and, to the best knowledge of Executive, there are no Actions threatened against him/her.

3.            Term. This Agreement commences on the Effective Date and continues for a five (5)-year period ending on the fifth (5th) anniversary of the Effective Date (the “Initial Term”), subject to earlier termination as provided in Section 12 hereof. Upon expiration of the Initial Term, this Agreement shall automatically renew for additional successive three (3)-year terms unless and until either SCC provides written notice of nonrenewal at least one hundred eighty (180) days prior to the end of the then-current term or Executive provides written notice of nonrenewal at least sixty (60) day prior to the end of the then-current term (each a “Renewal Term” and together with the Initial Term, the “Term”), or subject to earlier termination as provided in Section 12 hereof. If the Initial Term is renewed for any Renewal Term(s) pursuant to this Section, the terms and conditions of this Agreement during each such Renewal Term shall be the same as the terms in effect immediately prior to such renewal, unless the parties otherwise agree. In the event either SCC or Executive provides timely notice of its or his/her intent not to renew this Agreement, then, unless otherwise terminated in accordance with its terms, this Agreement shall terminate on the expiration of the then-current Term.

(a)           Executive shall serve SCC as Chairman and Chief Executive Officer and agrees to promote the Company’s interests, be responsible for such duties as are commensurate with and required by such position(s), and any other duties as may be assigned to Executive by the board of directors of SCC (the “Board”), or by such executive or executives of SCC as may be designated by the Board (each a “Designated Supervisor”), from time to time. Executive will be responsible for the overall management of the Company, subject to the supervision and direction of the Board or such Designated Supervisor(s).

(b)          As of the Effective Date, Executive shall be appointed to serve as a member of the Board and thereafter shall be nominated for reelection as a member of the Board as Executive’s term as a director expires, provided that Executive may, in his/her discretion, resign from the Board or decide not to stand for reelection, in each case upon written notice to the Secretary of the Company, given (i) at any time in the case of resignation and (ii) not more than five (5) days following the date on which the Board sets the date for the next annual meeting, in the case of a decision not to stand for reelection.

(c)           Executive agrees to perform his/her duties in a diligent, trustworthy, loyal, businesslike, productive, and efficient manner and to use his/her best efforts to advance the business and goodwill of the Company. Executive agrees to devote substantially all of his/her business time, skill, energy and attention exclusively to the business of the Company and will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or interfere with the performance of such services either directly or indirectly without the prior written consent of the Board. Notwithstanding the foregoing, the Executive will be permitted, with the prior written consent of the Board, to serve as a director, trustee, committee member, or principal of any type of business, civic, or charitable organization (“Outside Activities”) provided that, such Outside Activities do not, as reasonably determined by the Board, interfere with the performance of the Executive’s duties and responsibilities to the Company as provided hereunder.

5.            Annual Review. Executive’s performance of his or her duties under this Agreement shall be reviewed by a committee consisting of the President, the Chief Executive Officer, the President and the Chief Financial Officer (the “Review Group”) at least annually. The Review Group shall review the base salary, bonus and benefits provided to the Employee under this Agreement in light of such annual review and may, by action of a majority of its members (excluding the Executive if he/she otherwise would be a member) adjust such salary, bonus and benefits on a going forward basis, provided, however, that Executive’s annual base salary shall each year be increased by no less than five percent (5%) over the prior year and further provided that, in the event that the increase in the CPI (as defined below) for the twelve (12)-month period ending with the month prior to the month in which adjustment to Executive’s salary takes effect exceeds one and one-half percent (1.5%), Executive’s annual base salary shall, in addition to any other increase, be increased by the full percentage amount of such CPI increase. For purposes hereof, “CPI” shall mean the Consumer Price Index for All Urban Consumers (CPI-U), West Region, as published by the Federal Bureau of Labor Statistics (the “Bureau”), or any successor entity to the Bureau, provided, however, that if the Bureau no longer publishes the CPI-U, West Region, Executive and the Company shall mutually select a reasonable alternative index. Notwithstanding the foregoing, review of Executive’s performance for purposes of any equity or other compensation plan shall, to the extent required by the terms of such plan or appliable laws or regulations, be effected in accordance with the terms of such plan, laws or regulations.

6.            Place of Work. Executive will be based in the Los Angeles Metropolitan Area, United States of America, but may be relocated to other locations, based on mutual agreement. Executive’s duties will include travel in the United States of America, possibly at short notice. Executive confirms that he/she has a valid passport and that SCC has entered into this Agreement on that understanding. Executive shall maintain such passport at all times during the Term.

7.            Compensation. Executive’s annual salary and other compensation as of the Effective Date are as set forth on Attachment A hereto and incorporated as though fully set forth herein. SCC shall be entitled to withhold from any payments due to Executive pursuant to the provisions of this Agreement, any amounts required to be withheld by/under any applicable taxing or other statutory provision or authority, or any amounts loaned to Executive by the Company.

8.            Policies and Practices. The Executive agrees that he/she has been given the opportunity to read the terms and conditions of the various policies, procedures and processes of the Company including the Human Resource Policy of the Company and Information Technology Policy of the Company, all as currently in effect. The Executive further agrees that the Executive will be bound to all the terms and conditions of the Company Policies. The Executive understands that the Company Policies are subject to review and may be modified periodically and all such modified Company Policies shall be applicable to the Executive. The Executive shall indemnify the Company for any loss suffered as a consequence of a breach by Executive of such Company rules, regulations, instructions, policies, practices and procedures.

9.            Non-Competition. order to protect the Company’s legitimate and protectable business interest, including, but not limited to, its goodwill, customer relationships, and Confidential Information, Executive covenants and agrees that for the entire period of his/her employment with SCC Executive shall not either directly or indirectly, except as provided in Sections 4(c) above, engage in any business which provides, designs, develops, markets, engages in, invests in, produces or sells any products, services, or businesses which are the same or substantially similar to those provided, designed, developed, marketed, engaged in, invested in, produced or sold by the Company or own, manage, operate or control any Person who is engaged in, or operates, or attempts to operate any such business. Notwithstanding the foregoing, nothing in this Section shall be construed as preventing Executive from investing his assets in any form or manner which does not require any services on the part of Executive in the operation of the affairs of the entities in which such investments are made.

10.          Non-Solicitation. During the Term and for a period of six (6) months thereafter Executive covenants and agrees not to disrupt or interfere with the business of the Company by directly or indirectly soliciting, recruiting, attempting to recruit, or raiding the employees of Company with whom Executive worked, or otherwise inducing the termination of employment of any employee of the Company with whom Executive worked, during the Term. Executive also covenants and agrees, during such period, not to disrupt or interfere with the business of the Company by directly or indirectly soliciting, recruiting, attempting to recruit, or raiding any Person that was a customer of the Company at any time during the final year of the Term or with whom the Company was in negotiations to become a customer at the time of expiration or termination of the Term. Executive also covenants and agrees not to use any of the Company’s trade secrets and/or proprietary or Confidential Information to directly or indirectly solicit the employees or customers of the Company.

11.          Nondisclosure and Nonuse of Confidential Information. Executive covenants and agrees that during Executive’s employment or any time after the termination of such employment, whether by Executive or by the Company, for any reason, Executive will not communicate or divulge to any Person, either directly or indirectly, and will hold in strict confidence for the benefit of the Company, all Confidential Information, except that Executive may disclose such Confidential Information to Persons who need to know such Confidential Information during the course and within the scope of Executive’s employment for the benefit of the Company. Executive will not use any Confidential Information for any purpose, including or for Executive’s personal benefit, other than in the course and within the scope of Executive’s employment. Executive agrees to sign and abide by the terms and conditions of the Confidential Information and Intellectual Property Protection Agreement, a copy of which is attached hereto as Attachment B and incorporated as though fully set forth herein.

Notwithstanding the foregoing, the confidentiality obligations of this Section will not apply to information which (a) Executive is compelled to disclose pursuant to any applicable law or any order of any court of competent jurisdiction or any competent judicial, governmental or regulatory body; (b) can be shown to have been generally available to the public other than as a result of a breach by Executive of his/her confidentiality obligations herein contained; or (c) can be shown to have been provided to Executive by a third party who obtained such information other than from Executive or other than as a result of a breach by Executive of his/her confidentiality obligations herein contained.

(a)           Involuntary Termination. SCC may terminate Executive’s employment with or without cause under the following conditions:

(i)         With Cause. SCC may, immediately upon notice to Executive, terminate Executive from employment with “Cause”. “Cause” shall mean (A) the Executive’s willful and ongoing failure to perform Executive’s duties (other than any such failure resulting from incapacity due to physical or mental illness); (B) the Executive’s willful failure to comply with any valid and legal directive of the Board, the President, the CEO or any Designated Supervisor; (C) the Executive’s willful engagement in dishonesty, illegal conduct, or gross misconduct, which is, in each case, materially injurious to the Company; (D) the Executive’s embezzlement, misappropriation, or fraud, whether or not related to the Executive’s employment with the Company; (E) the Executive’s conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent) or a crime that constitutes a misdemeanor involving moral turpitude, if such felony or other crime is work-related, materially impairs the Executive’s ability to perform services for the Company or results in material reputational or financial harm to the Company; (F) the Executive’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: (G) the Executive’s willful unauthorized disclosure of Confidential Information; (H) the Executive’s material breach of any material obligation under this Agreement or any other written agreement between the Executive and the Company; or (I) the Executive’s engagement in conduct that brings or is reasonably likely to bring the Company negative publicity or into public disgrace, embarrassment, or disrepute.

For purposes of this Section, no act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without the Executive’s reasonable belief that such action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company.

Termination of the Executive’s employment shall not be deemed to be for Cause unless and until the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the whole Board (exclusive of the Executive, if the Executive is then a member of the Board), after reasonable written notice is provided to the Executive and the Executive is given an opportunity, together with counsel, to be heard before the Board, finding that the Executive has engaged in conduct described above. The Company may place the Executive on paid leave for up to sixty (60) days while it is determining whether there is a basis to terminate the Executive’s employment for Cause.

(ii)        Without Cause. In the event that Executive’s employment is terminated by the Company without Cause, Executive will be paid the greater of twelve (12) months salary and benefits or the remainder of the Company’s obligations under this Employment Agreement. Payment of amounts contemplated by this Section 12(a)(ii) is conditioned upon Executive first signing an irrevocable agreement and release of all claims against the Company in accordance with the Company’s policies, as amended from time to time, within sixty (60) days following the effective date of termination. All payments under this Section 12(a)(ii) will be paid in accordance with the Company’s regular payroll schedule and applicable Company policies, commencing with the first pay date following the later to occur of the effectiveness of Executive’s termination or the receipt by the Company of the release contemplated by the preceding sentence. Executive acknowledges Executive’s continuing obligations under this Agreement including, but not limited to Sections 10 and 11, in the event that Executive is terminated without Cause.

(b)          Voluntary Termination. Executive may terminate his/her employment by giving not less than three (3) months prior written notice, provided that SCC may elect to terminate Executive’s employment at any time during that three (3)-month interim upon not less than five (5) days written notice and payment to Executive of annual base salary accrued through the date of termination, and any nonforfeitable benefits earned and payable to the Executive under the terms of any deferred compensation or incentive plans of the Company as of such termination date. Payment of amounts contemplated by this Section 12(b) is conditioned upon Executive first signing an irrevocable agreement and release of all claims against the Company in accordance with the Company’s policies, as amended from time to time, within sixty (60) days following the termination. All payments under this Section 12(b) will be paid in accordance with the Company’s regular payroll schedule and applicable Company policies, commencing with the first pay date following the later to occur of the effectiveness of Executive’s termination or the receipt by the Company of the release contemplated by the preceding sentence. Executive acknowledges his/her continuing obligations under this Agreement including, but not limited to Sections 10 and 11 in the event that Executive terminates his/her employment with SCC.

(c)          Upon Death or Disability. The Executive’s employment hereunder shall terminate automatically on the Executive’s death during the Term, and may be terminated by the Company, in its discretion, on account of the Executive’s Disability. If the Executive’s employment is terminated during the Term on account of the Executive’s death or Disability, the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the amounts set forth on Attachment A hereto. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law.

For purposes of this Agreement, “Disability” shall mean (i) the Executive’s inability, due to physical or mental incapacity, to perform the essential functions of the Executive’s job for one hundred twenty (120) consecutive days or (ii) a condition that entitles the Executive to receive long-term disability benefits under the Company’s long-term disability plan. Any question as to the existence of the Executive’s Disability as to which the Executive and the Company cannot agree following a period of not less than ten (10) calendar days during which Executive and the Company engage in good faith negotiations, shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.

(d)          Notice of Termination. Any termination of the Executive’s employment during the Term by the Company or by the Executive (other than termination on account of the Executive’s death) shall be communicated by written notice of termination (“Notice of Termination”) to the other party hereto in accordance with Section 24 The Notice of Termination shall specify:

(i)         The termination provision of this Agreement relied upon;

(ii)        To the extent applicable, a statement, in reasonable detail, of the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated; and

(iii)      The applicable Termination Date.

In the case of a termination for Cause, such Notice of Termination shall also comply in all respects with the requirements of the last paragraph of Section 12(a)(i) hereof.

(e)          Termination Date. The Executive’s “Termination Date” shall be:

(i)         If the Executive’s employment hereunder terminates on account of the Executive’s death, the date of the Executive’s death;

(ii)        If the Executive’s employment hereunder is terminated on account of the Executive’s Disability, the date that it is determined that the Executive has a Disability;

(iii)       If the Company terminates the Executive’s employment hereunder for Cause, the date the Notice of Termination is delivered to the Executive;

(iv)       If the Company terminates the Executive’s employment hereunder other than for Cause, the date specified in the Notice of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered;

(v)        If the Executive terminates his/her employment, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered;

(vi)      If the Executive’s employment hereunder terminates because either party provides notice of non-renewal pursuant to Section Error! Reference source not found., the Renewal Date immediately following the date on which the applicable party delivers notice of non-renewal; and

(vii)     If the Executive’s employment hereunder is terminated for any other reason by either party pursuant to any provision hereof (including pursuant to Attachment A hereto), the effective date of such termination as provided in such provision.

Notwithstanding anything to the contrary contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A of the Code.

(f)           Other Positions. If, on the Executive’s Termination Date, Executive is a member of the Board, or holds any other position with the Company or any of its Affiliates, Executive shall be deemed to have resigned from all such positions as of such Termination Date. Executive agrees to execute such documents and take such other actions as the Company may request to reflect such resignation.

(a)           Interpretation. This Agreement is intended to comply with the requirements of section 409A of the Code, and specifically, with the “short-term deferral exception” under Treas. Reg. section 1.409A-1(b)(4) and the “separation pay exception” under Treas. Reg. section 1.409A-1(b)(9)(iii), and shall in all respects be administered and construed in accordance with section 409A of the Code. If any payment or benefit hereunder cannot be provided or made at the time specified herein without incurring sanctions on Executive under section 409A of the Code, then such payment or benefit shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. For purposes of section 409A of the Code, all payments to be made upon a termination of Executive’s employment under this Agreement may only be made upon a “separation from service” (within the meaning of such term under section 409A of the Code), each payment made under this Agreement shall be treated as a separate payment, the right to a series of installment payments under this Agreement is to be treated as a right to a series of separate payments, and if a payment is not made by the designated payment date under this Agreement, the payment shall be made by December 31 of the calendar year in which the designated date occurs. To the extent that any payment provided for hereunder would be subject to additional tax under section 409A of the Code, or would cause the administration of this Agreement to fail to satisfy the requirements of section 409A of the Code, such provision shall be deemed null and void to the extent permitted by applicable law, and any such amount shall be payable in accordance with Section 12(b) below. In no event shall Executive, directly or indirectly, designate the calendar year of payment.

(b)          Payment Delay. Notwithstanding anything herein to the contrary, if it is necessary to postpone the commencement of any payments or benefits otherwise payable under this Agreement as a result of Executive’s “separation from service” with the Company to prevent the imposition of any accelerated or additional tax under section 409A of the Code, then the Company will postpone the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) that are not otherwise paid within the “short-term deferral exception” under Treas. Reg. section 1.409A-1(b)(4) and the “separation pay exception” under Treas. Reg. section 1.409A- 1(b)(9)(iii), until the first payroll date that occurs after the date that is six months following Executive’s “separation of service” with the Company. If any payments are postponed due to such requirements, such postponed amounts will be paid to Executive in a lump sum on the first payroll date that occurs after the date that is six months following Executive’s “separation of service” with the Company. If Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A of the Code shall be paid to the personal representative of Executive’s estate within sixty (60) days after the date of the Executive’s death.

(c)           Reimbursements. All reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during Executive’s lifetime (or during a shorter period of time specified in this Executive Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the taxable year following the year in which the expense is incurred, and (iv) the right to reimbursement is not subject to liquidation or exchange for another benefit.

(a)            Mediation. Prior to engaging in any legal or equitable litigation or other dispute resolution process regarding any of the terms and conditions or subject matter of this Agreement, the Company and Executive each specifically agrees to engage in a good faith mediation process, the reasonable costs of which shall be borne by the Company. The parties further and specifically agree to use their respective best efforts to reach a mutually agreeable resolution of the matter through such mediation process. The parties understand and specifically agree that should either party to this Agreement refuse to participate in mediation for any reason, the other party will be entitled to seek a court order to enforce this provision in any court of appropriate jurisdiction requiring the dissenting party to attend, participate, and to make a good faith effort in the mediation process to reach a mutually agreeable resolution of the matter.

(i)         If mediation under Section 14(a) does not resolve the dispute between the parties, this Section 14(b) shall be binding on the parties according to its terms. This provision is governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. and evidences a transaction involving commerce. It shall not apply to any claims within the sole jurisdiction of the Workers’ Compensation Appeals Board. This Section 14(b) applies to any dispute arising out of or related to Executive’s employment with the Company or termination of such employment. Nothing contained herein shall be construed to prevent or excuse Executive from utilizing the Company’s internal procedures, as they may exist from time to time, for resolution of complaints, and this provision is not intended to be a substitute for the utilization of such procedures. Except as it otherwise provides, this Section is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law, and therefore this provision requires all such disputes to be resolved only by an arbitrator through final and binding arbitration and not by way of court or jury trial. Such disputes include, without limitation, disputes arising out of or relating to interpretation or application of this arbitration provision, but not as to the enforceability, revocability or validity hereof or any portion of this provision. This Section 14(b) applies, without limitation, to disputes, whether brought individually or in a representative capacity, regarding the employment relationship, trade secrets, unfair competition, compensation, breaks and rest periods, termination, or harassment and claims arising under the Uniform Trade Secrets Act, Civil Rights Act of 1964, Americans Disabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act, and state statutes, if any, addressing the same or similar subject matters, and all other state statutory and common law claims (excluding works’ compensation, state disability insurance and unemployment insurance claims). Claims may be brought before an administrative agency, but only to the extent applicable law permits access to such an agency notwithstanding the existence of an arbitration provision to arbitrate. Such administrative claims include without limitation claims or charges brought before the Equal Employment Opportunity Commission (www.eeoc.gov), the U.S. Department of Labor (www.dol.gov), the Office of Federal Contract Compliance Programs (www.dol.gov/esa/ofccp). Nothing in this provision shall be deemed to preclude or excuse a party from bringing an administrative claim before any agency in order to fulfill the party’s obligation to exhaust administrative remedies before making a claim in arbitration.

(ii)        If and only if mediation is unsuccessful, and the dispute or controversy is not resolved within thirty (30) days after mediation, either party may submit the matter to binding arbitration to be conducted by a neutral arbitrator in accordance with the rules then in effect of the American Arbitration Association for employment disputes (the “Rules”). The Rules can be found at www.adr.org. Where the Rules are inconsistent with this Agreement, the terms of this Agreement will govern. A demand for arbitration must be in writing and delivered by hand or first class mail to the other party within the applicable statute of limitations period. The arbitrator shall resolve all disputes regarding the timeliness or propriety of the demand for arbitration. Both parties understand and agree that this arbitration provision replaces the right of both parties to go to court, including the right to have a jury decide a party’s claims, subject to the exceptions and limitations contained herein.

(iii)       A neutral arbitrator shall be selected by mutual agreement of the Company and Executive. If the parties are unable to agree on an arbitrator, the party demanding arbitration shall submit the matter to AAA, and a neutral arbitrator will be selected pursuant to AAA’s processes. The location of the arbitration proceeding shall be no more than one hundred (100) miles from the office at Executive last worked for the Company unless the parties otherwise agree in writing. Except as otherwise provided herein, the arbitrator shall apply the substantive law of the state in which the claim(s) arose and/or federal law, as applicable. In arbitration, the parties will have the right to conduct adequate civil discovery, bring dispositive motions and present witnesses and evidences to present their cases and defenses. The arbitrator shall render a written award setting forth the arbitrator’s findings of fact and conclusions of law. The arbitrator may grant injunctions or any other relief in such dispute or controversy as would otherwise be available in court. The decision of the arbitrator shall be final and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction. The arbitrator may award any party any remedy to which that party is entitled under applicable law, including an award of attorneys’ fees, but such remedies shall be limited to those that would be available to a party in a court of law for the claims presented to and decided by the arbitrator. No remedies that otherwise would be available to an individual in a court of law will be forfeited by virtue of this Agreement. The Arbitrator shall not have the power to commit errors of law or legal reasoning, and the award may be vacated or corrected on appeal to a court of competent jurisdiction for any such error.

(iv)      Executive acknowledges and understands that he or she has a right to consult with counsel of his choice concerning this arbitration provision.

(v)       This Section 14(b) is the full and complete arbitration provision relating to the formal resolution of employment-related disputes. In the event any portion of this Section is deemed unenforceable, the remainder shall remain enforceable.

(vi)      Each party will pay the fees for his, her or its own attorneys, subject to any remedies to which that party may later be entitled under applicable law. The Company will pay the arbitrator’s and arbitration fees to the extent that they exceed the costs that Executive would have to pay if a complaint were filed in a court of law.

(vii)      Except as may be permitted or required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of all parties.

(a)           Indemnification. In the event that the Executive is made a party or threatened to be made a party to any Action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a “Proceeding”), other than any Proceeding initiated by the Executive or the Company related to any contest or dispute between the Executive and the Company or any of its Affiliates with respect to this Agreement or the Executive’s employment hereunder, by reason of the fact that the Executive is or was a director or officer of the Company, or any Affiliate of the Company, or is or was serving at the request of the Company as a director, officer, member, employee, or agent of another corporation or a partnership, joint venture, trust, or other enterprise, the Executive shall be indemnified and held harmless by the Company to the fullest extent permitted under applicable law and the Company’s constitutive documents from and against any liabilities, costs, claims, and expenses, including all costs and expenses incurred in defense of any Proceeding (including attorneys’ fees). Costs and expenses incurred by the Executive in defense of such Proceeding (including attorneys’ fees) shall be paid by the Company in advance of the final disposition of such litigation upon receipt by the Company of (i) a written request for payment; (ii) appropriate documentation evidencing the incurrence, amount, and nature of the costs and expenses for which payment is being sought; and (iii) an undertaking adequate under applicable law made by or on behalf of the Executive to repay the amounts so paid if it shall ultimately be determined that the Executive is not entitled to be indemnified by the Company under this Agreement.

(b)          Clawback Provisions. Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based or other compensation paid to the Executive under this Agreement or any other agreement or arrangement with the Company which is subject to recovery under any law, government regulation, or stock exchange listing requirement will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation, or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement).

16.          Equitable Relief; Fees and Expenses. Executive stipulates and agrees that any breach of this Agreement by him/her will result in immediate and irreparable harm to the Company, the amount of which will be extremely difficult to ascertain, and that the Company could not be reasonably or adequately compensated by damages in an Action at law. For these reasons, SCC shall have the right, without objection from Executive, to obtain such preliminary, temporary or permanent injunctions or restraining orders or decrees as may be necessary to protect the Company against, or on account of, any breach by Executive of the provisions of this Agreement without the need to post bond. Such right to equitable relief is in addition to all other legal remedies SCC may have to protect its rights. In the event SCC obtains any such injunction, order, decree or other relief, in law or in equity, for any breach by Executive of the provisions of this Agreement, Executive shall be responsible for reimbursing SCC for all costs associated with obtaining the relief, including reasonable attorneys’ fees, and expenses and costs of suit. Employee agrees that notwithstanding the arbitration provision in Section 14, the Company may apply to a court of competent jurisdiction to obtain the equitable relief referenced in this Section 16.

17.          Amendments. No supplement, modification, amendment or waiver of the terms of this Agreement shall be binding on the parties hereto unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed to or shall constitute a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. Any failure to insist upon strict compliance with any of the terms and conditions of this Agreement shall not be deemed a waiver of any such terms or conditions.

(a)           Executive hereby acknowledges and agrees that (i) this Agreement is necessary for the protection of the legitimate business interests of the Company, including, but not limited to, its goodwill, customer relationships, and Confidential Information; (ii) the restrictions contained in this Agreement may be enforced in a court of law whether or not Executive is terminated with or without Cause; (iii) Executive has no intention of competing with the Company within the limitations set forth above; (iv) Executive has received adequate and valuable consideration for entering into this Agreement; (v) Executive’s covenants shall be construed as independent of any other provision in this Agreement and the existence of any claim or cause of action Executive may have against the Company, whether predicated on this Agreement or not, shall not constitute a defense to the enforcement by the Company of these covenants; and (vi) the execution and delivery of this Agreement is a mandatory condition precedent to Executive’s receipt of the consideration provided herein.

(b)           Executive acknowledges that the Company currently is engaged in business in the United States of America, its business plan calls for expansion to other countries and that the marketplace for the Company’s products and services is worldwide. Executive further covenants, acknowledges and agrees that the length of term and types of activities restricted (non-competition and non-solicitation restrictions) contained in this Agreement are reasonable and necessary to protect the legitimate business interests of the Company because of the scope of the Company’s business.

(c)           Executive acknowledges that the offer of employment by SCC and the compensation payable for entering into this Agreement is sufficient consideration for Executive’s agreement to the restrictive covenants set forth in Sections 9, 10 and 11.

19.          Full Understanding. Executive acknowledges that he or she has been afforded the opportunity to seek legal counsel, he/she has carefully read and fully understands all of the provisions of this Agreement and that he or she, in consideration for the compensation set forth herein, is voluntarily entering into this Agreement.

20.          Severability. This Agreement supersedes all prior agreements, written or oral, between the parties hereto concerning the subject matter hereof. Whenever possible, each provision of this Agreement shall 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 invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. The restrictive covenants stated herein may be read as if separate and apart from this Agreement.

21.          Entire Agreement. This Agreement, together with the other agreements provided for herein and the Attachments and Schedules attached hereto, sets forth the entire understanding of the parties with respect to the subject matter hereof, and supersedes all prior contracts, agreements, arrangements, communications, discussions, representation and warranties, whether written or oral, between SCC and Executive.

22.          Governing Law; Jurisdiction. The parties agree that this Agreement shall be construed and enforced in accordance with, and the rights of parties shall be governed by the laws of the State of California, without giving effect to the conflict of law provisions thereof. The courts in California shall have exclusive jurisdiction to entertain any suit, dispute, litigation or legal proceedings in respect of or under this Agreement.

23.          Assignment. Subject to any change in control or similar provisions set forth in Attachment A hereto or any other agreement between the Company and Executive, the Company shall have the right to assign this Agreement to any Affiliate or to any other Person in connection with a merger, consolidation or restructuring involving the Company, or a sale or transfer of the business or substantially all of the assets of the Company, and Executive agrees to be obligated by this Agreement to any such assignee. In the event that the Company assigns this Agreement and Executive is terminated without Cause, Executive shall be entitled to receive severance pay for the Severance Period based on Executive’s last Annual Base Salary. Executive may not assign this Agreement.

24.           Notices. Any notice or other communication required or permitted to be given under this Agreement shall be in writing and shall be duly given if delivered, or if sent by prepaid registered mail or reputable overnight delivery service, or if transmitted by facsimile to a party at its address set forth below:

to the Company at:

Seismic Capital Company

11271 Ventura Blvd., Suite 479

Studio City, CA 91604

Fax: +1 (818) 850-4050

Attn: Yann Geron, Esq.

to Executive at:

Steven P. Weinstein

11534 Amanda Drive

Studio City, CA 91604

or to such other address as the party to whom such notice is to be given shall have last notified the party giving the notice in the manner provided in this Section 24. Any notice delivered to the party to whom it is addressed in the manner provided in this Section 24 shall be deemed to have been given and received on the day it is so delivered at such address, provided that if such day is not a business day, then the notice shall be deemed to have been given and received on the next business day, then the notice shall be deemed to have been given and received on the next business day. Any notice sent by prepaid registered mail shall be deemed to have been given and received on the fifth (5^th) business day following the date of its mailing. Any notice sent by overnight delivery service shall be deemed to have been given and received on the next business day following the date of its dispatch. Any notice transmitted by facsimile shall be deemed given and received upon receipt of a confirmed answer back following transmission.

25.            Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

26.            Headings. The headings used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement.

27.            Survival. The provisions of Sections 1, 8, 10, 11, 12, 14, 15, 16, 18, 20, 21, 22, 23, 24, 26, this Section 27 and Section 29 of this Agreement and any other provision hereof that by its nature extends beyond the expiration or termination of hereof shall survive the expiration of the Term and termination of Executive’s employment with the Company for any reason.

28.            Waiver. No waiver of any of the provisions of this Agreement by the Company shall be deemed to or shall constitute a waiver of any other provisions of this Agreement nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. Any failure on the part of the Company to insist upon strict compliance with any of the terms and conditions of this Agreement shall not be deemed a waiver of any of the terms contained in this Agreement.

29.            Conflicts. The Executive’s performance of the provisions of this Agreement shall not breach and/or constitute a breach of the Executive obligations to any other person or entity and the Executive has not and will not at any time hereafter enter into any oral/written agreement in conflict with the provisions of this Agreement.

[Signature Page Follows]

I ACKNOWLEDGE THAT I HAVE CAREFULLY READ AND FULLY UNDERSTAND ALL OF THE PROVISIONS OF THIS AGREEMENT AND THAT I AM VOLUNTARILY ENTERING INTO THIS AGREEMENT.

ATTACHMENT A

To

FOUNDERS EMPLOYMENT AGREEMENT

Compensation

This Attachment A is incorporated into and made a part of that certain Founders Employment Agreement (the “Agreement”) entered into, effective as of the 1st day of July 2020 (the “Effective Date”) by and between Seismic Capital Company (“Seismic” or the “Company” and Steven P. Weinstein (the “Executive”) as if set forth in full therein. Any capitalized terms appearing herein and not otherwise defined have the meanings ascribed thereto in the Agreement.

(a)            Executive’s base salary will be at an annual rate of Two Hundred Fifty Thousand Dollars (US$250,000) (“Annual Base Salary”); provided that such Annual Base Salary shall be subject to annual review in accordance with Section 5 of the Agreement and that the Board may, in its discretion, review the Annual Base Salary of Executive from time to time and grant such increases, as may be deemed appropriate. Salary shall be paid on regularly scheduled payroll dates, subject to applicable and required tax withholding. Notwithstanding the foregoing, Executive’s Annual Base Salary for 2020 will be prorated from the Effective Date. Upon each renewal of the Agreement, Executive shall be paid a retention bonus of not less than thirty percent (30%) of Executive’s Annual Base Salary as of the last day of the immediately preceding Renewal Term.

(b)            Notwithstanding Section 1(a) above, the Executive acknowledges that the Company is a start-up that does not presently have, and may in the future not have, sufficient financial resources to pay the Annual Base Salary, retention and other bonuses, insurance premiums, allowances and other amounts contemplated by the Agreement or to provide all benefits provided thereby. In the event the Board determines that the Company is unable to pay any or all such amounts or provide any and all such benefit, the amounts thereof shall accrue and shall be paid at such time as the Board determines that funds are available therefor.

2.            Annual Performance Based Incentive. For each calendar year or portion thereof during the Term, Executive shall participate in the Company’s annual cash incentive bonus program (“Annual Performance Based Incentive”) and be entitled to an Annual Performance Based Incentive payment (the “Bonus”) based upon SCC’s achievement of certain financial targets and such other strategic goals or targets set by the Board or its Compensation Committee in conjunction with Executive. The target Bonus shall be Two Hundred Fifty Thousand Dollars (US$250,000) (the “Target Bonus”), but the actual Bonus will range from 50% to 200% of the Target Bonus (One Hundred Twenty Five Thousand Dollars (US$125,000 to Five Hundred Thousand Dollars (US$500,000)), as determined by measuring SCC’s actual performance against the predetermined targets. The Bonus will be quantified and paid within the first two and half months of the year following the year to which it relates. Any adjustments to the Annual Performance Based Incentive will be prospective. Notwithstanding the foregoing, Executive’s Target Bonus for 2020 will be prorated from the effective date of the Agreement.

3.            Amounts due Upon Termination due to Death or Disability. In the event of termination of the Executive’s employment on account of his death or by the Company on account of the Executive’s Disability the Common Stock of the Company purchased by Executive pursuant to that certain Founder Stock Purchase Agreement of even date herewith (the “Purchased Stock”) shall become fully vested and nonforfeitable.

4.            Change in Control

a.            In the event of a Change in Control (as defined below), the Purchased Stock shall become fully vested and nonforfeitable.

b.            For purposes of this Agreement, “Change in Control” shall mean the occurrence of any of the following after the Effective Date:

(i)            one Person (or more than one Person acting as a group) (an “Acquiror”) acquires ownership of stock of the Company that, together with the stock held by such person or group, constitutes more than fifty percent (50%) of the total fair market value or total voting power of the stock of the Company; provided that, a Change in Control shall not occur if an Acquiror owns more than fifty percent (50%) of the total fair market value or total voting power of the Company’s stock and acquires additional stock;

(ii)            an Acquiror acquires (or has acquired during the twelve (12)-month period ending on the date of the most recent acquisition) ownership of the Company’s stock possessing thirty percent (30%) or more of the total voting power of the Company’s stock;

(iii)           a majority of the members of the Board are replaced during any twelve (12)-month period by directors whose appointment or election is not endorsed by a majority of the Board before the date of appointment or election; or

a. Notwithstanding any other provision of the Agreement, if the Executive’s employment thereunder is terminated by the Company on account of its failure to renew the Agreement in accordance with Section Error! Reference source not found. thereof or without Cause, at the end of the then-current Renewal Term, the Executive shall be entitled to receive the Accrued Amounts (as defined below) and, subject to the Executive’s compliance with Section 9, Section 10, and Section 11 of the Agreement, the Executive also shall be entitled to receive the following:

Base Salary and Bonus for the year in which the termination becomes effective (or, if greater, the year immediately preceding the year in which the Change in Control occurs), which shall be paid within sixty (60) days following the Termination Date; and

(ii) a lump sum payment equal to the Executive’s Bonus for the elapsed full and partial quarters during the calendar year in which the Termination occurs (or, if greater, the year in which the Change in Control occurs) prior to the Termination Date, which amount shall be paid within sixty (60) days following the Termination Date.

b.            If the Executive timely and properly elects health plan continuation coverage under COBRA, the Company shall reimburse the Executive on a monthly basis for the difference between the monthly COBRA premium paid by the Executive for Executive and the Executive’s dependents and the monthly premium amount paid by similarly situated active executives for such coverage (the “Active Executive Premium Amount”), provided that if, at the time of the Change in Control the Company is not subject to COBRA, the Company shall pay to the Executive on a monthly basis, in lieu of health insurance coverage, the Active Executive Premium amount for that period for which COBRA, if applicable, would be available to Executive. Such monthly reimbursement or other payment shall be paid to the Executive no later than the fifteenth (15^th) day of the month immediately following the month to which such payment applies. The Executive shall be eligible to receive such reimbursement until the earlier of: (i) the eighteen (18)-month anniversary of the Termination Date; or (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage. Notwithstanding the foregoing, if the Company’s payments under this subsection bwould violate the nondiscrimination rules applicable to non-grandfathered, insured group plans under the Affordable Care Act (“ACA”) or result in the imposition of penalties under the ACA, the parties agree to reform this subsection in a manner as is necessary to comply with the ACA.

c.    For purposes of this Agreement, “Accrued Amounts” shall mean:

(i)             any accrued but unpaid Annual Base Salary and accrued but unused vacation which shall be paid on the Termination Date in accordance with the Company’s customary payroll procedures;

(ii)            any earned but unpaid Bonus with respect to any completed fiscal year immediately preceding the Termination Date, which shall be paid on the otherwise applicable payment date except to the extent payment is otherwise deferred pursuant to any applicable deferred compensation arrangement; provided that, if the Executive’s employment is terminated by the Company for Cause, then any such accrued but unpaid Annual Bonus shall be forfeited and shall not constitute an Accrued Amount;

(iii)           reimbursement for unreimbursed business expenses properly incurred by the Executive, which shall be subject to and paid in accordance with the Company’s expense reimbursement policy; and

(iv)          such employee benefits (including equity compensation), if any, to which the Executive may be entitled under the Company’s employee benefit plans as of the Termination Date; provided that, in no event shall the Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein.

6.            Expenses. SCC will reimburse all properly documented expenses reasonably related to Executive’s performance of Executive’s duties hereunder in accordance with its standard policy.

7.            Vacation; Paid Time Off. Executive will be entitled to paid vacation on a basis that is at least as favorable as that provided to other similarly situated executives of the Company. The Executive shall receive other paid time off in accordance with the Company's policies for executive officers as such policies may exist from time to time.

8.            Benefits. Executive’s entitlement to the benefit schemes of SCC shall be in accordance with the applicable law and as per SCC policies in force from time to time. Executive is entitled to join the benefit schemes of SCC, which may include health or other insurance packages, if SCC decides to offer these to its employees. Executive understands that, if offered, the terms of these schemes may be changed from time to time by SCC and agrees to keep him/herself informed of the same. In addition to benefits offered broadly across the Company, Executive, to the extent allowed by law, shall be entitled to participate in such additional benefits and benefit plans as the Company elects to make available to its senior level executives including, without limitation, retirement/savings/deferred compensation benefits, other non-qualified deferred compensation plan, supplemental executive medical and life insurance, company-paid financial/tax/estate planning services, legal planning services.

9.            Other Benefits. Executive will be entitled to a company car and club memberships, as determined by the Board will be reimbursed for any related expenses in accordance with the Agreement. Executive shall be entitled to Business Class air travel for trips more than five hours in length. If no Business Class is available, Executive may travel First Class.

10.          Cash in Lieu of Benefits. Executive, in his or her discretion may elect not participate in one or more of the Company’s benefit schemes or accept on or more of the benefits contemplated hereby. In such even, Executive, be entitled to receive, as additional compensation, the cost to the company of any such foregone benefits, to the extent such costs are determinable by the Company without unreasonable effort or expense.

11.          Signing Bonus. Executive shall be entitled to receive a one-time payment of equal to his or her then-current Annual Base Salary , which amount shall become due and payable, in a lump sum net of all applicable withholding taxes, within sixty (60) days after the closing of the sale of the Company’s equity securities in the aggregate amount of no less than Five Million Dollars (US$5,000,000). The parties acknowledge and agree that the payment provided for hereby is in recognition of Executive’s efforts on behalf of the Company during the period of two (2) years prior to the Effective Date and that, as such, such payment shall be due, payable and nonrefundable without regard to whether the Executive remains in the employ of the Company.

ATTACHMENT B

To

FOUNDERS EMPLOYMENT AGREEMENT

CONFIDENTIAL INFORMATION AND INTELLECTUAL PROPERTY PROTECTION

AGREEMENT

This Confidential Information and Intellectual Property Protection Agreement (this Agreement”) is effective as of the 1st day of July 2020 (the “Effective Date”) by and between Seismic Capital Company (“SCC” or the “Company”), a company incorporated under the laws of the State of Delaware with its principal executive offices at 11271 Ventura Boulevard, Suite 479, Los Angeles, CA 91604 and Steven P. Weinstein, an individual with an address of 11534 Amanda Drive, Studio City, CA 91604 (“Executive”). It is made and entered into in connection with the Founders Employment Agreement of even date herewith between those parties (the “Executive Agreement”).

RECITALS

WHEREAS, Executive has been employed by the Company as Chairman and Chief Executive Officer and, in the performance of Executive’s duties in such capacity, Executive will acquire Confidential Information and Trade Secrets relating to the Company’s business (or that of its Affiliates or Customers) (as each such capitalized term is defined herein) and Executive may develop copyrightable works, inventions or improvements relating to the Company’s (or its Affiliates’) products and business; and

WHEREAS, it is the understanding between the Company and Executive that the Company shall have certain rights in such Confidential Information, Trade Secrets, copyrightable works, inventions and improvements.

NOW, THEREFORE, in consideration of the Company’s agreement to employ Executive and the salary and other compensation paid to Executive by the Company during Executive’s employment by the Company, Executive agrees as follows:

(a)            “Affiliate” with respect to a specified Person, means any other Person (a) directly or indirectly controlling, controlled by or under common control with such specified Person; or (b) who is a    Relative of such Person or their Affiliate; provided, however, that, for purposes of this definition, the terms “controlling”, “controlled by” or “under common control with” mean 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, by Contract or otherwise, or the power to elect or appoint a majority of the directors, managers, partners or other individuals exercising similar authority with respect to such Person;

(c)           “Confidential Information” shall include any information that the Company deems proprietary or confidential including, but is not limited to, any information concerning the Company’s accounts, sales, sales volume, sales methods, sales proposals, customers or prospective customers, prospect lists, Company manuals, formulae, products, processes, methods, financial information or data, compositions, ideas, improvements, inventions, research, computer programs, computer related information or data, system documentation, software products, patented products, copyrighted information, knowhow and operating methods and any other trade secret or proprietary information belonging to the Company or relating to the Company’s affairs that is not public information.

(d)          “Customer(s)” shall mean any individual, corporation, partnership, business or other Person, whether for-profit or not-for-profit (i) whose existence and business is known to Executive as a result of Executive’s access to the Company’s business information, Confidential Information, customer lists or customer account information (including any Person to whom the Company makes a written proposal to provide services during the term of the Executive’s employment with the Company); (ii) that is a business entity or individual with whom the Company has a valid and subsisting contract as of the date of this Agreement; or (iii) a business entity or individual with whom the Company enters into a valid contract during the term of this Agreement;

(e)           “Person” means any individual, sole proprietorship, partnership, corporation, limited liability company, unincorporated society, governmental authority, association or trust or any other entity or organization; and

(f)            “Trade Secret” means any useful process, machine or other device or composition of matter which is new and which is being used or studied by the Company and is not described in a patent or described in any literature already published and distributed externally by the Company; the source code or algorithms of any software developed or owned by the Company; any formula, plan, tool, machine, process or method employed by the Company, whether patentable or not, which is not generally known to others; business plans and marketing concepts of the Company; marketing or sales information of the Company; financial information or projections regarding the Company or potential acquisition candidates of the Company; financial, pricing and/or credit information regarding clients or vendors of the Company; a listing of names, addresses, telephone number, email addresses or other contact information of Customers or clients of the Company; internal corporate policies and procedures of the Company; and any other undisclosed information protected in accordance with any applicable law.

2. Copyrightable Works. Executive hereby acknowledges and agrees that each and any copyrightable works authored by Executive (including, without limitation, all software and related documentation and all web site designs), alone or with others, during Executive’s employment by the Company shall be deemed to have been to be works prepared by Executive within the scope of Executive’s employment by the Company and, as such, shall be deemed to be “works made in the course of employment under a contract of service” under U.S. and applicable international copyright laws from the inception of creation of such copyrightable works. In the event that any of such copyrightable works shall be deemed by a court of competent jurisdiction not to be a “works made in the course of employment under a contract of service”, this Agreement shall operate as an irrevocable assignment by Executive to the Company of all right, title and interest in, and to, such copyrightable works, including, without limitation, all worldwide copyright interests therein, in perpetuity. The fact that such copyrightable works are created by Executive outside of the Company’s facilities or other than during Executive’s working hours with the Company shall not diminish the Company’s rights with respect to such works which otherwise fall within this Section 2.

3.            Inventions and Improvements. Executive shall promptly and fully disclose to the Company all inventions or improvements made or conceived by Executive, solely or with others, during Executive’s employment by the Company and, where the subject matter of such inventions or improvements results from or is suggested by any work which Executive may do for, or on behalf of, the Company or relates in any way to the Company’s products, business or operations or that of its Affiliates, the Company shall have all rights to such inventions and improvements, whether they are patentable or not. The fact that such inventions and improvements are made or conceived by Executive outside of the Company’s facilities or other than during Executive’s working hours with the Company shall not diminish the Company’s rights with respect to such inventions or improvements which otherwise fall within this Section 3.

4.            Limitation of Company’s Claims. Notwithstanding anything in this Agreement to the Contrary, the Company shall have no rights pursuant to this Agreement in any invention of Executive made during the term of Executive’s employment by the Company if such invention has not arisen out of, or by reason of, Executive’s work with the Company or does not relate to the products, business or operations of the Company or that of its Affiliates, although Executive shall nonetheless inform the Company of any such invention.

5.            Further Assurances. At the request of the Company, either during or after termination of Executive’s employment by the Company, Executive shall execute, or join in executing, all papers or documents required for the filing of patent applications in the United States and such foreign countries as the Company may elect, and Executive shall assign all such patent applications to the Company or its nominee, and shall provide the Company or its agents or attorneys with all reasonable assistance in the preparation and prosecution of patent applications, drawings, specifications and the like, all at the expense of the Company, and shall do all that may be necessary to establish, protect and maintain the rights of the Company or its nominee in the inventions, patent applications and specifications in accordance with the spirit of this Agreement. Without limiting the generality of the foregoing, Executive agrees to execute and deliver to the Company such further instruments or documents as may be requested by the Company in order to effectuate the purposes of this Agreement.

6.            Confidentiality. Executive shall treat as confidential all Trade Secrets and Confidential Information belonging to the Company (or information belonging to third parties to which the Company shall owe an obligation of secrecy), which is disclosed to Executive, or which Executive may acquire or develop, or which Executive may observe, in the course of Executive’s employment by the Company and which at the time of disclosure is not previously known to Executive, and not known or used by others in the trade generally, and Executive shall not disclose, publish or otherwise use, either during or after termination of Executive’s employment by the Company, any such Trade Secrets or Confidential Information without the prior written consent of the Company except that Executive may disclose such Confidential Information to Persons who need to know such Confidential Information during the course and within the scope of Executive’s employment. Notwithstanding the foregoing, the confidentiality obligations of this Section 6 will not apply to information which (a) Executive is compelled to disclose pursuant to any applicable law or any order of any court of competent jurisdiction or any competent judicial, governmental or regulatory body; (b) can be shown to have been generally available to the public other than as a result of a breach by Executive of his/her confidentiality obligations herein contained; or (c) can be shown to have been provided to Executive by a third party who obtained such information other than from Executive or other than as a result of a breach by Executive of his/her confidentiality obligations herein contained.

7.            Return of Materials. Upon termination of employment with Company for any reason, Executive shall promptly deliver to Company the originals and copies of all correspondence, drawings, manuals, computer related or generated information, letters, notes, notebooks, reports, prospect lists, customer lists, flow charts, programs, proposals, and any documents concerning Company’s business, Customers or suppliers and, without limiting the foregoing, will promptly deliver to Company any and all other documents or materials containing or constituting Confidential Information or Trade Secrets. Executive agrees to maintain the integrity of all stored computer information and agrees not to alter, damage or destroy said computer information before returning it to Company.

8.            Record-Keeping. Executive shall keep and maintain complete and current written records of all Trade Secrets and Confidential Information made by Executive (solely or jointly with others) during the term of employment (“Records”). The Records may be in the form of notes, sketches, drawings, flow charts, electronic data or recordings, laboratory notebooks and any other format. The Records will be available to and remain the sole property of the Company at all times. Executive shall not remove such Records from the Company’s place of business except as expressly permitted by the Company.

9.            Relation to Executive Agreement. This Agreement shall in no way alter, or be construed to alter, the terms and conditions of any Agreement entered into by Executive with the Company. The Company may utilize any portion of Executive’s Agreement to enforce the terms and conditions set forth herein and remedy any violation of this Agreement. The Company has the exclusive right to assign this Agreement.

10.            Governing Law; Jurisdiction. The parties agree that this Agreement shall be construed and enforced in accordance with, and the rights of parties shall be governed by the laws of the State of California, without giving effect to the conflict of law provisions thereof. The courts in California shall have exclusive jurisdiction to entertain any suit, dispute, litigation or legal proceedings in respect of or under this Agreement.

11.            Severability. This Agreement supersedes all prior agreements, written or oral, between the parties hereto concerning the subject matter hereof. Whenever possible, each provision of this Agreement shall 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 invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. The restrictive covenants stated herein may be read as if separate and apart from this Agreement and shall survive the termination of Executive’s employment with SCC for any reason.

12.            Entire Agreement. This Agreement, together with Executive Agreement and the other agreements provided for therein and the Attachments and Schedules attached thereto, sets forth the entire understanding of the parties with respect to the subject matter hereof, and supersedes all prior contracts, agreements, arrangements, communications, discussions, representation and warranties, whether written or oral, between SCC and Executive.

13.            Assignment. Subject to any change in control or similar provisions set forth in Attachment A hereto or any other agreement between the Company and Executive, the Company shall have the right to assign this Agreement to any Affiliate or to any other Person in connection with a merger, consolidation or restructuring involving the Company, or a sale or transfer of the business or substantially all of the assets of the Company, and Executive agrees to be obligated by this Agreement to any such assignee.. Executive may not assign this Agreement.

14.            Notices. Any notice or other communication required or permitted to be given under this Agreement shall be in writing and shall be duly given if delivered, or if sent by prepaid registered mail or reputable overnight delivery service, or if transmitted by facsimile to a party at its address set forth below:

to the Company at:

Seismic Capital Company

11271 Ventura Blvd., Suite 479

Studio City, CA 91604

Fax: +1 (818) 850-4050

Attn: Yann Geron, Esq.

to Executive at:

Steven P. Weinstein

11534 Amanda Drive

Studio City, CA 91604

or to such other address as the party to whom such notice is to be given shall have last notified the party giving the notice in the manner provided in this Section 14. Any notice delivered to the party to whom it is addressed in the manner provided in this Section 14 shall be deemed to have been given and received on the day it is so delivered at such address, provided that if such day is not a business day, then the notice shall be deemed to have been given and received on the next business day, then the notice shall be deemed to have been given and received on the next business day. Any notice sent by prepaid registered mail shall be deemed to have been given and received on the fifth (5^th) business day following the date of its mailing. Any notice sent by overnight delivery service shall be deemed to have been given and received on the next business day following the date of its dispatch. Any notice transmitted by facsimile shall be deemed given and received upon receipt of a confirmed answer back following transmission.

15.            Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

16.            Headings. The headings used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement.

17.            Survival. The provisions of Sections 1, 5, 6, 10, 11, 12, 14, 16, 18 and this Section 17 of this Agreement shall survive the expiration of the Term and termination of Executive’s employment with the Company for any reason.

18.            Waiver. No waiver of any of the provisions of this Agreement by a party shall be deemed to or shall constitute a waiver of any other provisions of this Agreement nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. Any failure on the part of a party to insist upon strict compliance with any of the terms and conditions of this Agreement shall not be deemed a waiver of any of the terms contained in this Agreement.

[Signature Page Follows]

I ACKNOWLEDGE THAT I HAVE CAREFULLY READ AND FULLY UNDERSTAND ALL OF THE PROVISIONS OF THIS AGREEMENT AND THAT I AM VOLUNTARILY ENTERING INTO THIS AGREEMENT. I UNDERSTAND THAT I AM REQUIRED TO SIGN THIS AGREEMENT AS A CONDITION OF MY EMPLOYMENT.

SCHEDULE 1

To

FOUNDERS EMPLOYMENT AGREEMENT

Actions Pending or Threatened Against Executive

None.

SCHEDULE 2

To

FOUNDERS EMPLOYMENT AGREEMENT

Directorships currently held by Executive

Tzedek America, Board Chair

Hebrew Union College-Jewish Institute of Religion, Member, Board of Overseers, Western Region Consumer Education Council, Board Member

Bard College, Parent Leadership Council, Member

Exhibit 6.2

FOUNDERS EMPLOYMENT AGREEMENT

This Founders Agreement (this “Agreement”) is effective as of the 1^st day of July, 2020 (the “Effective Date”) by and between Seismic Capital Company (“SCC” or the “Company”), a corporation organized under the laws of the State of Delaware with its principal executive offices 11271 Ventura Boulevard, Suite 479, Los Angeles, CA 91604 and Eric B. White, an individual with an address of 425 15^th St. #3326, Manhattan Beach, CA 90266 (“Executive”).

In consideration of the premises and the agreements and covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, SCC and Executive agree as follows:

(a)            “Action” shall mean any action, suit or legal, administrative or arbitral proceeding or investigation before any governmental or regulatory authority.

(b)            “Affiliate” with respect to a specified Person, means any other Person directly or indirectly controlling, controlled by or under common control with such specified Person; provided, however, that, for purposes of this definition, the terms “controlling”, “controlled by” or “under common control with” mean 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, by contract or otherwise, or the power to elect or appoint a majority of the directors, managers, partners or other individuals exercising similar authority with respect to such Person.

(c)            “Code” shall mean the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder.

(d)           “Company” shall mean Seismic Capital Company, a Delaware corporation.

(e)            “Confidential Information” shall include any information that the Company deems proprietary or confidential including, but not limited to, any information concerning the Company’s accounts, sales, sales volume, sales methods, sales proposals, customers or prospective customers, prospect lists, Company manuals, formulae, products, processes, methods, financial information or data, compositions, ideas, improvements, inventions, research, computer programs, computer related information or data, system documentation, software products, patented products, copyrighted information, knowhow and operating methods and any other trade secret or proprietary information belonging to the Company or relating to the Company’s affairs that is not public information.

(f)            “Person” shall mean any individual, sole proprietorship, corporation, company, partnership, limited liability company, joint venture, unincorporated society, governmental authority, association or trust or any other entity or organization.

2.            Employment. SCC employs the Executive, and Executive accepts full time employment with SCC, as of the Effective Date, on the terms and conditions contained in this Agreement. Except as set forth in Schedule 1 hereto, Executive confirms that, as of the Effective Date, there are no Actions pending against him/her and, to the best knowledge of Executive, there are no Actions threatened against him/her.

3.            Term. This Agreement commences on the Effective Date and continues for a five (5)-year period ending on the fifth (5th) anniversary of the Effective Date (the “Initial Term”), subject to earlier termination as provided in Section 12 hereof. Upon expiration of the Initial Term, this Agreement shall automatically renew for additional successive three (3)-year terms unless and until either SCC provides written notice of nonrenewal at least one hundred eighty (180) days prior to the end of the then-current term or Executive provides written notice of nonrenewal at least sixty (60) day prior to the end of the then-current term (each a “Renewal Term” and together with the Initial Term, the “Term”), or subject to earlier termination as provided in Section 12 hereof. If the Initial Term is renewed for any Renewal Term(s) pursuant to this Section, the terms and conditions of this Agreement during each such Renewal Term shall be the same as the terms in effect immediately prior to such renewal, unless the parties otherwise agree. In the event either SCC or Executive provides timely notice of its or his/her intent not to renew this Agreement, then, unless otherwise terminated in accordance with its terms, this Agreement shall terminate on the expiration of the then-current Term.

(a)            Executive shall serve SCC as President and agrees to promote the Company’s interests, be responsible for such duties as are commensurate with and required by such position(s), and any other duties as may be assigned to Executive by the board of directors of SCC (the “Board”), or by such executive or executives of SCC as may be designated by the Board (each a “Designated Supervisor”), from time to time. Executive is the Chief Investment Officer of the Company and will be responsible for the deal team and for general corporate oversight with the CEO of the Company, subject to the supervision and direction of the Board or such Designated Supervisor(s).

(b)            As of the Effective Date, Executive shall be appointed to serve as a member of the Board and thereafter shall be nominated for reelection as a member of the Board as Executive’s term as a director expires, provided that Executive may, in his/her discretion, resign from the Board or decide not to stand for reelection, in each case upon written notice to the Secretary of the Company, given (i) at any time in the case of resignation and (ii) not more than five (5) days following the date on which the Board sets the date for the next annual meeting, in the case of a decision not to stand for reelection.

(c)            Executive agrees to perform his/her duties in a diligent, trustworthy, loyal, businesslike, productive, and efficient manner and to use his/her best efforts to advance the business and goodwill of the Company. Executive agrees to devote substantially all of his/her business time, skill, energy and attention exclusively to the business of the Company and will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or interfere with the performance of such services either directly or indirectly without the prior written consent of the Board. Notwithstanding the foregoing, the Executive will be permitted, with the prior written consent of the Board, to serve as a director, trustee, committee member, or principal of any type of business, civic, or charitable organization (“Outside Activities”) provided that, such Outside Activities do not, as reasonably determined by the Board, interfere with the performance of the Executive’s duties and responsibilities to the Company as provided hereunder.

5.            Annual Review. Executive’s performance of his or her duties under this Agreement shall be reviewed by a committee consisting of the President, the Chief Executive Officer, the President and the Chief Financial Officer (the “Review Group”) at least annually. The Review Group shall review the base salary, bonus and benefits provided to the Employee under this Agreement in light of such annual review and may, by action of a majority of its members (excluding the Executive if he/she otherwise would be a member) adjust such salary, bonus and benefits on a going forward basis, provided, however, that Executive’s annual base salary shall each year be increased by no less than five percent (5%) over the prior year and further provided that, in the event that the increase in the CPI (as defined below) for the twelve (12)-month period ending with the month prior to the month in which adjustment to Executive’s salary takes effect exceeds one and one-half percent (1.5%), Executive’s annual base salary shall, in addition to any other increase, be increased by the full percentage amount of such CPI increase. For purposes hereof, “CPI” shall mean the Consumer Price Index for All Urban Consumers (CPI-U), West Region, as published by the Federal Bureau of Labor Statistics (the “Bureau”), or any successor entity to the Bureau, provided, however, that if the Bureau no longer publishes the CPI-U, West Region, Executive and the Company shall mutually select a reasonable alternative index. Notwithstanding the foregoing, review of Executive’s performance for purposes of any equity or other compensation plan shall, to the extent required by the terms of such plan or appliable laws or regulations, be effected in accordance with the terms of such plan, laws or regulations.

6.            Place of Work. Executive will be based in the Los Angeles Metropolitan Area, United States of America, but may be relocated to other locations, based on mutual agreement. Executive’s duties will include travel in the United States of America, possibly at short notice. Executive confirms that he/she has a valid passport and that SCC has entered into this Agreement on that understanding. Executive shall maintain such passport at all times during the Term.

7.            Compensation. Executive’s annual salary and other compensation as of the Effective Date are as set forth on Attachment A hereto and incorporated as though fully set forth herein. SCC shall be entitled to withhold from any payments due to Executive pursuant to the provisions of this Agreement, any amounts required to be withheld by/under any applicable taxing or other statutory provision or authority, or any amounts loaned to Executive by the Company.

8.            Policies and Practices. The Executive agrees that he/she has been given the opportunity to read the terms and conditions of the various policies, procedures and processes of the Company including the Human Resource Policy of the Company and Information Technology Policy of the Company, all as currently in effect. The Executive further agrees that the Executive will be bound to all the terms and conditions of the Company Policies. The Executive understands that the Company Policies are subject to review and may be modified periodically and all such modified Company Policies shall be applicable to the Executive. The Executive shall indemnify the Company for any loss suffered as a consequence of a breach by Executive of such Company rules, regulations, instructions, policies, practices and procedures.

9.            Non-Competition. order to protect the Company’s legitimate and protectable business interest,including, but not limited to, its goodwill, customer relationships, and Confidential Information, Executive covenants and agrees that for the entire period of his/her employment with SCC Executive shall not either directly or indirectly, except as provided in Sections 4(c) above, engage in any business which provides, designs, develops, markets, engages in, invests in, produces or sells any products, services, or businesses which are the same or substantially similar to those provided, designed, developed, marketed, engaged in, invested in, produced or sold by the Company or own, manage, operate or control any Person who is engaged in, or operates, or attempts to operate any such business. Notwithstanding the foregoing, nothing in this Section shall be construed as preventing Executive from investing his assets in any form or manner which does not require any services on the part of Executive in the operation of the affairs of the entities in which such investments are made.

10.          Non-Solicitation. During the Term and for a period of six (6) months thereafter Executive covenants and agrees not to disrupt or interfere with the business of the Company by directly or indirectly soliciting, recruiting, attempting to recruit, or raiding the employees of Company with whom Executive worked, or otherwise inducing the termination of employment of any employee of the Company with whom Executive worked, during the Term. Executive also covenants and agrees, during such period, not to disrupt or interfere with the business of the Company by directly or indirectly soliciting, recruiting, attempting to recruit, or raiding any Person that was a customer of the Company at any time during the final year of the Term or with whom the Company was in negotiations to become a customer at the time of expiration or termination of the Term. Executive also covenants and agrees not to use any of the Company’s trade secrets and/or proprietary or Confidential Information to directly or indirectly solicit the employees or customers of the Company.

11.         Nondisclosure and Nonuse of Confidential Information. Executive covenants and agrees that during Executive’s employment or any time after the termination of such employment, whether by Executive or by the Company, for any reason, Executive will not communicate or divulge to any Person, either directly or indirectly, and will hold in strict confidence for the benefit of the Company, all Confidential Information, except that Executive may disclose such Confidential Information to Persons who need to know such Confidential Information during the course and within the scope of Executive’s employment for the benefit of the Company. Executive will not use any Confidential Information for any purpose, including or for Executive’s personal benefit, other than in the course and within the scope of Executive’s employment. Executive agrees to sign and abide by the terms and conditions of the Confidential Information and Intellectual Property Protection Agreement, a copy of which is attached hereto as Attachment B and incorporated as though fully set forth herein.

Notwithstanding the foregoing, the confidentiality obligations of this Section will not apply to information which (a) Executive is compelled to disclose pursuant to any applicable law or any order of any court of competent jurisdiction or any competent judicial, governmental or regulatory body; (b) can be shown to have been generally available to the public other than as a result of a breach by Executive of his/her confidentiality obligations herein contained; or (c) can be shown to have been provided to Executive by a third party who obtained such information other than from Executive or other than as a result of a breach by Executive of his/her confidentiality obligations herein contained.

(a)            Involuntary Termination. SCC may terminate Executive’s employment with or without cause under the following conditions:

(i)       With Cause. SCC may, immediately upon notice to Executive, terminate Executive from employment with “Cause”. “Cause” shall mean (A) the Executive’s willful and ongoing failure to perform Executive’s duties (other than any such failure resulting from incapacity due to physical or mental illness); (B) the Executive’s willful failure to comply with any valid and legal directive of the Board, the President, the CEO or any Designated Supervisor; (C) the Executive’s willful engagement in dishonesty, illegal conduct, or gross misconduct, which is, in each case, materially injurious to the Company; (D) the Executive’s embezzlement, misappropriation, or fraud, whether or not related to the Executive’s employment with the Company; (E) the Executive’s conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent) or a crime that constitutes a misdemeanor involving moral turpitude, if such felony or other crime is work-related, materially impairs the Executive’s ability to perform services for the Company or results in material reputational or financial harm to the Company; (F) the Executive’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: (G) the Executive’s willful unauthorized disclosure of Confidential Information; (H) the Executive’s material breach of any material obligation under this Agreement or any other written agreement between the Executive and the Company; or (I) the Executive’s engagement in conduct that brings or is reasonably likely to bring the Company negative publicity or into public disgrace, embarrassment, or disrepute.

For purposes of this Section, no act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without the Executive’s reasonable belief that such action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company.

Termination of the Executive’s employment shall not be deemed to be for Cause unless and until the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the whole Board (exclusive of the Executive, if the Executive is then a member of the Board), after reasonable written notice is provided to the Executive and the Executive is given an opportunity, together with counsel, to be heard before the Board, finding that the Executive has engaged in conduct described above. The Company may place the Executive on paid leave for up to sixty (60) days while it is determining whether there is a basis to terminate the Executive’s employment for Cause.

(ii)            Without Cause. In the event that Executive’s employment is terminated by the Company without Cause, Executive will be paid the greater of twelve (12) months salary and benefits or the remainder of the Company’s obligations under this Employment Agreement. Payment of amounts contemplated by this Section 12(a)(ii) is conditioned upon Executive first signing an irrevocable agreement and release of all claims against the Company in accordance with the Company’s policies, as amended from time to time, within sixty (60) days following the effective date of termination. All payments under this Section 12(a)(ii) will be paid in accordance with the Company’s regular payroll schedule and applicable Company policies, commencing with the first pay date following the later to occur of the effectiveness of Executive’s termination or the receipt by the Company of the release contemplated by the preceding sentence. Executive acknowledges Executive’s continuing obligations under this Agreement including, but not limited to Sections 10 and 11, in the event that Executive is terminated without Cause.

(b)            Voluntary Termination. Executive may terminate his/her employment by giving not less than three (3) months prior written notice, provided that SCC may elect to terminate Executive’s employment at any time during that three (3)-month interim upon not less than five (5) days written notice and payment to Executive of annual base salary accrued through the date of termination, and any nonforfeitable benefits earned and payable to the Executive under the terms of any deferred compensation or incentive plans of the Company as of such termination date. Payment of amounts contemplated by this Section 12(b) is conditioned upon Executive first signing an irrevocable agreement and release of all claims against the Company in accordance with the Company’s policies, as amended from time to time, within sixty (60) days following the termination. All payments under this Section 12(b) will be paid in accordance with the Company’s regular payroll schedule and applicable Company policies, commencing with the first pay date following the later to occur of the effectiveness of Executive’s termination or the receipt by the Company of the release contemplated by the preceding sentence. Executive acknowledges his/her continuing obligations under this Agreement including, but not limited to Sections 10 and 11 in the event that Executive terminates his/her employment with SCC.

(c)            Upon Death or Disability. The Executive’s employment hereunder shall terminate automatically on the Executive’s death during the Term, and may be terminated by the Company, in its discretion, on account of the Executive’s Disability. If the Executive’s employment is terminated during the Term on account of the Executive’s death or Disability, the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the amounts set forth on Attachment A hereto. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law.

For purposes of this Agreement, “Disability” shall mean (i) the Executive’s inability, due to physical or mental incapacity, to perform the essential functions of the Executive’s job for one hundred twenty (120) consecutive days or (ii) a condition that entitles the Executive to receive long-term disability benefits under the Company’s long-term disability plan. Any question as to the existence of the Executive’s Disability as to which the Executive and the Company cannot agree following a period of not less than ten (10) calendar days during which Executive and the Company engage in good faith negotiations, shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.

(d)            Notice of Termination. Any termination of the Executive’s employment during the Term by the Company or by the Executive (other than termination on account of the Executive’s death) shall be communicated by written notice of termination (“Notice of Termination”) to the other party hereto in accordance with Section 24 The Notice of Termination shall specify:

(i)              The termination provision of this Agreement relied upon;

(ii)             To the extent applicable, a statement, in reasonable detail, of the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated; and

(iii)            The applicable Termination Date.

In the case of a termination for Cause, such Notice of Termination shall also comply in all respects with the requirements of the last paragraph of Section 12(a)(i) hereof.

(e)            Termination Date. The Executive’s “Termination Date” shall be:

(i)              If the Executive’s employment hereunder terminates on account of the Executive’s death, the date of the Executive’s death;

(ii)             If the Executive’s employment hereunder is terminated on account of the Executive’s Disability, the date that it is determined that the Executive has a Disability;

(iii)            If the Company terminates the Executive’s employment hereunder for Cause, the date the Notice of Termination is delivered to the Executive;

(iv)            If the Company terminates the Executive’s employment hereunder other than for Cause, the date specified in the Notice of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered;

(v)             If the Executive terminates his/her employment, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered;

(vi)            If the Executive’s employment hereunder terminates because either party provides notice of non-renewal pursuant to Section Error! Reference source not found., the Renewal Date immediately following the date on which the applicable party delivers notice of non-renewal; and

(vii)           If the Executive’s employment hereunder is terminated for any other reason by either party pursuant to any provision hereof (including pursuant to Attachment A hereto), the effective date of such termination as provided in such provision.

Notwithstanding anything to the contrary contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A of the Code.

(f)            Other Positions. If, on the Executive’s Termination Date, Executive is a member of the Board, or holds any other position with the Company or any of its Affiliates, Executive shall be deemed to have resigned from all such positions as of such Termination Date. Executive agrees to execute such documents and take such other actions as the Company may request to reflect such resignation.

(a)            Interpretation. This Agreement is intended to comply with the requirements of section 409A of the Code, and specifically, with the “short-term deferral exception” under Treas. Reg. section 1.409A-1(b)(4) and the “separation pay exception” under Treas. Reg. section 1.409A-1(b)(9)(iii), and shall in all respects be administered and construed in accordance with section 409A of the Code. If any payment or benefit hereunder cannot be provided or made at the time specified herein without incurring sanctions on Executive under section 409A of the Code, then such payment or benefit shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. For purposes of section 409A of the Code, all payments to be made upon a termination of Executive’s employment under this Agreement may only be made upon a “separation from service” (within the meaning of such term under section 409A of the Code), each payment made under this Agreement shall be treated as a separate payment, the right to a series of installment payments under this Agreement is to be treated as a right to a series of separate payments, and if a payment is not made by the designated payment date under this Agreement, the payment shall be made by December 31 of the calendar year in which the designated date occurs. To the extent that any payment provided for hereunder would be subject to additional tax under section 409A of the Code, or would cause the administration of this Agreement to fail to satisfy the requirements of section 409A of the Code, such provision shall be deemed null and void to the extent permitted by applicable law, and any such amount shall be payable in accordance with Section 12(b) below. In no event shall Executive, directly or indirectly, designate the calendar year of payment.

(b)            Payment Delay. Notwithstanding anything herein to the contrary, if it is necessary to postpone the commencement of any payments or benefits otherwise payable under this Agreement as a result of Executive’s “separation from service” with the Company to prevent the imposition of any accelerated or additional tax under section 409A of the Code, then the Company will postpone the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) that are not otherwise paid within the “short-term deferral exception” under Treas. Reg. section 1.409A-1(b)(4) and the “separation pay exception” under Treas. Reg. section 1.409A- 1(b)(9)(iii), until the first payroll date that occurs after the date that is six months following Executive’s “separation of service” with the Company. If any payments are postponed due to such requirements, such postponed amounts will be paid to Executive in a lump sum on the first payroll date that occurs after the date that is six months following Executive’s “separation of service” with the Company. If Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A of the Code shall be paid to the personal representative of Executive’s estate within sixty (60) days after the date of the Executive’s death.

(c)            Reimbursements. All reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during Executive’s lifetime (or during a shorter period of time specified in this Executive Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the taxable year following the year in which the expense is incurred, and (iv) the right to reimbursement is not subject to liquidation or exchange for another benefit.

(a)            Mediation. Prior to engaging in any legal or equitable litigation or other dispute resolution process regarding any of the terms and conditions or subject matter of this Agreement, the Company and Executive each specifically agrees to engage in a good faith mediation process, the reasonable costs of which shall be borne by the Company. The parties further and specifically agree to use their respective best efforts to reach a mutually agreeable resolution of the matter through such mediation process. The parties understand and specifically agree that should either party to this Agreement refuse to participate in mediation for any reason, the other party will be entitled to seek a court order to enforce this provision in any court of appropriate jurisdiction requiring the dissenting party to attend, participate, and to make a good faith effort in the mediation process to reach a mutually agreeable resolution of the matter.

(i)              If mediation under Section 14(a) does not resolve the dispute between the parties, this Section 14(b) shall be binding on the parties according to its terms. This provision is governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. and evidences a transaction involving commerce. It shall not apply to any claims within the sole jurisdiction of the Workers’ Compensation Appeals Board. This Section 14(b) applies to any dispute arising out of or related to Executive’s employment with the Company or termination of such employment. Nothing contained herein shall be construed to prevent or excuse Executive from utilizing the Company’s internal procedures, as they may exist from time to time, for resolution of complaints, and this provision is not intended to be a substitute for the utilization of such procedures. Except as it otherwise provides, this Section is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law, and therefore this provision requires all such disputes to be resolved only by an arbitrator through final and binding arbitration and not by way of court or jury trial. Such disputes include, without limitation, disputes arising out of or relating to interpretation or application of this arbitration provision, but not as to the enforceability, revocability or validity hereof or any portion of this provision. This Section 14(b) applies, without limitation, to disputes, whether brought individually or in a representative capacity, regarding the employment relationship, trade secrets, unfair competition, compensation, breaks and rest periods, termination, or harassment and claims arising under the Uniform Trade Secrets Act, Civil Rights Act of 1964, Americans Disabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act, and state statutes, if any, addressing the same or similar subject matters, and all other state statutory and common law claims (excluding works’ compensation, state disability insurance and unemployment insurance claims). Claims may be brought before an administrative agency, but only to the extent applicable law permits access to such an agency notwithstanding the existence of an arbitration provision to arbitrate. Such administrative claims include without limitation claims or charges brought before the Equal Employment Opportunity Commission (www.eeoc.gov), the U.S. Department of Labor (www.dol.gov), the Office of Federal Contract Compliance Programs (www.dol.gov/esa/ofccp). Nothing in this provision shall be deemed to preclude or excuse a party from bringing an administrative claim before any agency in order to fulfill the party’s obligation to exhaust administrative remedies before making a claim in arbitration.

(ii)             If and only if mediation is unsuccessful, and the dispute or controversy is not resolved within thirty (30) days after mediation, either party may submit the matter to binding arbitration to be conducted by a neutral arbitrator in accordance with the rules then in effect of the American Arbitration Association for employment disputes (the “Rules”). The Rules can be found at www.adr.org. Where the Rules are inconsistent with this Agreement, the terms of this Agreement will govern. A demand for arbitration must be in writing and delivered by hand or first class mail to the other party within the applicable statute of limitations period. The arbitrator shall resolve all disputes regarding the timeliness or propriety of the demand for arbitration. Both parties understand and agree that this arbitration provision replaces the right of both parties to go to court, including the right to have a jury decide a party’s claims, subject to the exceptions and limitations contained herein.

(iii)            A neutral arbitrator shall be selected by mutual agreement of the Company and Executive. If the parties are unable to agree on an arbitrator, the party demanding arbitration shall submit the matter to AAA, and a neutral arbitrator will be selected pursuant to AAA’s processes. The location of the arbitration proceeding shall be no more than one hundred (100) miles from the office at Executive last worked for the Company unless the parties otherwise agree in writing. Except as otherwise provided herein, the arbitrator shall apply the substantive law of the state in which the claim(s) arose and/or federal law, as applicable. In arbitration, the parties will have the right to conduct adequate civil discovery, bring dispositive motions and present witnesses and evidences to present their cases and defenses. The arbitrator shall render a written award setting forth the arbitrator’s findings of fact and conclusions of law. The arbitrator may grant injunctions or any other relief in such dispute or controversy as would otherwise be available in court. The decision of the arbitrator shall be final and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction. The arbitrator may award any party any remedy to which that party is entitled under applicable law, including an award of attorneys’ fees, but such remedies shall be limited to those that would be available to a party in a court of law for the claims presented to and decided by the arbitrator. No remedies that otherwise would be available to an individual in a court of law will be forfeited by virtue of this Agreement. The Arbitrator shall not have the power to commit errors of law or legal reasoning, and the award may be vacated or corrected on appeal to a court of competent jurisdiction for any such error.

(iv)            Executive acknowledges and understands that he or she has a right to consult with counsel of his choice concerning this arbitration provision.

(v)            This Section 14(b) is the full and complete arbitration provision relating to the formal resolution of employment-related disputes. In the event any portion of this Section is deemed unenforceable, the remainder shall remain enforceable.

(vi)            Each party will pay the fees for his, her or its own attorneys, subject to any remedies to which that party may later be entitled under applicable law. The Company will pay the arbitrator’s and arbitration fees to the extent that they exceed the costs that Executive would have to pay if a complaint were filed in a court of law.

(vii)           Except as may be permitted or required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of all parties.

(a)            Indemnification. In the event that the Executive is made a party or threatened to be made a party to any Action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a “Proceeding”), other than any Proceeding initiated by the Executive or the Company related to any contest or dispute between the Executive and the Company or any of its Affiliates with respect to this Agreement or the Executive’s employment hereunder, by reason of the fact that the Executive is or was a director or officer of the Company, or any Affiliate of the Company, or is or was serving at the request of the Company as a director, officer, member, employee, or agent of another corporation or a partnership, joint venture, trust, or other enterprise, the Executive shall be indemnified and held harmless by the Company to the fullest extent permitted under applicable law and the Company’s constitutive documents from and against any liabilities, costs, claims, and expenses, including all costs and expenses incurred in defense of any Proceeding (including attorneys’ fees). Costs and expenses incurred by the Executive in defense of such Proceeding (including attorneys’ fees) shall be paid by the Company in advance of the final disposition of such litigation upon receipt by the Company of (i) a written request for payment; (ii) appropriate documentation evidencing the incurrence, amount, and nature of the costs and expenses for which payment is being sought; and (iii) an undertaking adequate under applicable law made by or on behalf of the Executive to repay the amounts so paid if it shall ultimately be determined that the Executive is not entitled to be indemnified by the Company under this Agreement.

(b)            Clawback Provisions. Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based or other compensation paid to the Executive under this Agreement or any other agreement or arrangement with the Company which is subject to recovery under any law, government regulation, or stock exchange listing requirement will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation, or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement).

16.          Equitable Relief; Fees and Expenses. Executive stipulates and agrees that any breach of this Agreement by him/her will result in immediate and irreparable harm to the Company, the amount of which will be extremely difficult to ascertain, and that the Company could not be reasonably or adequately compensated by damages in an Action at law. For these reasons, SCC shall have the right, without objection from Executive, to obtain such preliminary, temporary or permanent injunctions or restraining orders or decrees as may be necessary to protect the Company against, or on account of, any breach by Executive of the provisions of this Agreement without the need to post bond. Such right to equitable relief is in addition to all other legal remedies SCC may have to protect its rights. In the event SCC obtains any such injunction, order, decree or other relief, in law or in equity, for any breach by Executive of the provisions of this Agreement, Executive shall be responsible for reimbursing SCC for all costs associated with obtaining the relief, including reasonable attorneys’ fees, and expenses and costs of suit. Employee agrees that notwithstanding the arbitration provision in Section 14, the Company may apply to a court of competent jurisdiction to obtain the equitable relief referenced in this Section 16.

17.          Amendments. No supplement, modification, amendment or waiver of the terms of this Agreement shall be binding on the parties hereto unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed to or shall constitute a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. Any failure to insist upon strict compliance with any of the terms and conditions of this Agreement shall not be deemed a waiver of any such terms or conditions.

(a)            Executive hereby acknowledges and agrees that (i) this Agreement is necessary for the protection of the legitimate business interests of the Company, including, but not limited to, its goodwill, customer relationships, and Confidential Information; (ii) the restrictions contained in this Agreement may be enforced in a court of law whether or not Executive is terminated with or without Cause; (iii) Executive has no intention of competing with the Company within the limitations set forth above; (iv) Executive has received adequate and valuable consideration for entering into this Agreement; (v) Executive’s covenants shall be construed as independent of any other provision in this Agreement and the existence of any claim or cause of action Executive may have against the Company, whether predicated on this Agreement or not, shall not constitute a defense to the enforcement by the Company of these covenants; and (vi) the execution and delivery of this Agreement is a mandatory condition precedent to Executive’s receipt of the consideration provided herein.

(b)            Executive acknowledges that the Company currently is engaged in business in the United States of America, its business plan calls for expansion to other countries and that the marketplace for the Company’s products and services is worldwide. Executive further covenants, acknowledges and agrees that the length of term and types of activities restricted (non-competition and non-solicitation restrictions) contained in this Agreement are reasonable and necessary to protect the legitimate business interests of the Company because of the scope of the Company’s business.

(c)            Executive acknowledges that the offer of employment by SCC and the compensation payable for entering into this Agreement is sufficient consideration for Executive’s agreement to the restrictive covenants set forth in Sections 9, 10 and 11.

19.          Full Understanding. Executive acknowledges that he or she has been afforded the opportunity to seek legal counsel, he/she has carefully read and fully understands all of the provisions of this Agreement and that he or she, in consideration for the compensation set forth herein, is voluntarily entering into this Agreement.

20.          Severability. This Agreement supersedes all prior agreements, written or oral, between the parties hereto concerning the subject matter hereof. Whenever possible, each provision of this Agreement shall 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 invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. The restrictive covenants stated herein may be read as if separate and apart from this Agreement.

21.          Entire Agreement. This Agreement, together with the other agreements provided for herein and the Attachments and Schedules attached hereto, sets forth the entire understanding of the parties with respect to the subject matter hereof, and supersedes all prior contracts, agreements, arrangements, communications, discussions, representation and warranties, whether written or oral, between SCC and Executive.

22.          Governing Law; Jurisdiction. The parties agree that this Agreement shall be construed and enforced in accordance with, and the rights of parties shall be governed by the laws of the State of California, without giving effect to the conflict of law provisions thereof. The courts in California shall have exclusive jurisdiction to entertain any suit, dispute, litigation or legal proceedings in respect of or under this Agreement.

23.          Assignment. Subject to any change in control or similar provisions set forth in Attachment A hereto or any other agreement between the Company and Executive, the Company shall have the right to assign this Agreement to any Affiliate or to any other Person in connection with a merger, consolidation or restructuring involving the Company, or a sale or transfer of the business or substantially all of the assets of the Company, and Executive agrees to be obligated by this Agreement to any such assignee. In the event that the Company assigns this Agreement and Executive is terminated without Cause, Executive shall be entitled to receive severance pay for the Severance Period based on Executive’s last Annual Base Salary. Executive may not assign this Agreement.

24.          Notices. Any notice or other communication required or permitted to be given under this Agreement shall be in writing and shall be duly given if delivered, or if sent by prepaid registered mail or reputable overnight delivery service, or if transmitted by facsimile to a party at its address set forth below:

to the Company at:

Seismic Capital Company

11271 Ventura Blvd., Suite 479

Studio City, CA 91604

Fax:         +1 (818) 850-4050

Attn:        Yann Geron, Esq.

to Executive at:

Eric B. White

425 15^th Street #3326

Manhattan Beach, CA 90266

or to such other address as the party to whom such notice is to be given shall have last notified the party giving the notice in the manner provided in this Section 24. Any notice delivered to the party to whom it is addressed in the manner provided in this Section 24 shall be deemed to have been given and received on the day it is so delivered at such address, provided that if such day is not a business day, then the notice shall be deemed to have been given and received on the next business day, then the notice shall be deemed to have been given and received on the next business day. Any notice sent by prepaid registered mail shall be deemed to have been given and received on the fifth (5^th) business day following the date of its mailing. Any notice sent by overnight delivery service shall be deemed to have been given and received on the next business day following the date of its dispatch. Any notice transmitted by facsimile shall be deemed given and received upon receipt of a confirmed answer back following transmission.

25.          Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

26.          Headings. The headings used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement.

27.          Survival. The provisions of Sections 1, 8, 10, 11, 12, 14, 15, 16, 18, 20, 21, 22, 23, 24, 26, this Section 27 and Section 29 of this Agreement and any other provision hereof that by its nature extends beyond the expiration or termination of hereof shall survive the expiration of the Term and termination of Executive’s employment with the Company for any reason.

28.          Waiver. No waiver of any of the provisions of this Agreement by the Company shall be deemed to or shall constitute a waiver of any other provisions of this Agreement nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. Any failure on the part of the Company to insist upon strict compliance with any of the terms and conditions of this Agreement shall not be deemed a waiver of any of the terms contained in this Agreement.

29.          Conflicts. The Executive’s performance of the provisions of this Agreement shall not breach and/or constitute a breach of the Executive obligations to any other person or entity and the Executive has not and will not at any time hereafter enter into any oral/written agreement in conflict with the provisions of this Agreement.

[Signature Page Follows]

I ACKNOWLEDGE THAT I HAVE CAREFULLY READ AND FULLY UNDERSTAND ALL OF THE PROVISIONS OF THIS AGREEMENT AND THAT I AM VOLUNTARILY ENTERING INTO THIS AGREEMENT.

ATTACHMENT A

To

FOUNDERS EMPLOYMENT AGREEMENT

Compensation

This Attachment A is incorporated into and made a part of that certain Founders Employment Agreement (the “Agreement”) entered into, effective as of the 1st day of July 2020 (the “Effective Date”) by and between Seismic Capital Company (“Seismic” or the “Company” and Eric B. White (the “Executive”) as if set forth in full therein. Any capitalized terms appearing herein and not otherwise defined have the meanings ascribed thereto in the Agreement.

(a)            Executive’s base salary will be at an annual rate of Two Hundred Fifty Thousand Dollars (US$250,000)] (“Annual Base Salary”); provided that such Annual Base Salary shall be subject to annual review in accordance with Section 5 of the Agreement and that the Board may, in its discretion, review the Annual Base Salary of Executive from time to time and grant such increases, as may be deemed appropriate. Salary shall be paid on regularly scheduled payroll dates, subject to applicable and required tax withholding. Notwithstanding the foregoing, Executive’s Annual Base Salary for 2020 will be prorated from the Effective Date. Upon each renewal of the Agreement, Executive shall be paid a retention bonus of not less than thirty percent (30%) of Executive’s Annual Base Salary as of the last day of the immediately preceding Renewal Term.

(b)            Notwithstanding Section 1(a) above, the Executive acknowledges that the Company is a start-up that does not presently have, and may in the future not have, sufficient financial resources to pay the Annual Base Salary, retention and other bonuses, insurance premiums, allowances and other amounts contemplated by the Agreement or to provide all benefits provided thereby. In the event the Board determines that the Company is unable to pay any or all such amounts or provide any and all such benefit, the amounts thereof shall accrue and shall be paid at such time as the Board determines that funds are available therefor.

2.            Annual Performance Based Incentive. For each calendar year or portion thereof during the Term, Executive shall participate in the Company’s annual cash incentive bonus program (“Annual Performance Based Incentive”) and be entitled to an Annual Performance Based Incentive payment (the “Bonus”) based upon SCC’s achievement of certain financial targets and such other strategic goals or targets set by the Board or its Compensation Committee in conjunction with Executive. The target Bonus shall be Two Hundred Fifty Thousand Dollars (US$250,000) (the “Target Bonus”), but the actual Bonus will range from 50% to 200% of the Target Bonus of (One Hundred Twenty Five Thousand Dollars (US$125,000) to Five Hundred Thousand Dollars (US$500,000)), as determined by measuring SCC’s actual performance against the predetermined targets. The Bonus will be quantified and paid within the first two and half months of the year following the year to which it relates. Any adjustments to the Annual Performance Based Incentive will be prospective. Notwithstanding the foregoing, Executive’s Target Bonus for 2020 will be prorated from the effective date of the Agreement.

3.         Amounts due Upon Termination due to Death or Disability. In the event of termination of the Executive’s employment on account of his death or by the Company on account of the Executive’s Disability the Common Stock of the Company purchased by Executive pursuant to that certain Founder Stock Purchase Agreement of even date herewith (the “Purchased Stock”) shall become fully vested and nonforfeitable.

a.              In the event of a Change in Control (as defined below), the Purchased Stock shall become fully vested and nonforfeitable.

b.              For purposes of this Agreement, “Change in Control” shall mean the occurrence of any of the following after the Effective Date:

(i)              one Person (or more than one Person acting as a group) (an “Acquiror”) acquires ownership of stock of the Company that, together with the stock held by such person or group, constitutes more than fifty percent (50%) of the total fair market value or total voting power of the stock of the Company; provided that, a Change in Control shall not occur if an Acquiror owns more than fifty percent (50%) of the total fair market value or total voting power of the Company’s stock and acquires additional stock;

(ii)             an Acquiror acquires (or has acquired during the twelve (12)-month period ending on the date of the most recent acquisition) ownership of the Company’s stock possessing thirty percent (30%) or more of the total voting power of the Company’s stock;

(iii)            a majority of the members of the Board are replaced during any twelve (12)-month period by directors whose appointment or election is not endorsed by a majority of the Board before the date of appointment or election; or

(iv)            the sale of all or substantially all of the Company’s assets.

a.              Notwithstanding any other provision of the Agreement, if the Executive’s employment thereunder is terminated by the Company on account of its failure to renew the Agreement in accordance with Section Error! Reference source not found. thereof or without Cause, at the end of the then-current Renewal Term, the Executive shall be entitled to receive the Accrued Amounts (as defined below) and, subject to the Executive’s compliance with Section 9, Section 10, and Section 11 of the Agreement, the Executive also shall be entitled to receive the following:

(i)              a lump sum payment equal to two (2) times the sum of the Executive’s Annual Base Salary and Bonus for the year in which the termination becomes effective (or, if greater, the year immediately preceding the year in which the Change in Control occurs), which shall be paid within sixty (60) days following the Termination Date; and

(ii)             a lump sum payment equal to the Executive’s Bonus for the elapsed full and partial quarters during the calendar year in which the Termination occurs (or, if greater, the year in which the Change in Control occurs) prior to the Termination Date, which amount shall be paid within sixty (60) days following the Termination Date.

b.             If the Executive timely and properly elects health plan continuation coverage under COBRA, the Company shall reimburse the Executive on a monthly basis for the difference between the monthly COBRA premium paid by the Executive for Executive and the Executive’s dependents and the monthly premium amount paid by similarly situated active executives for such coverage (the “Active Executive Premium Amount”), provided that if, at the time of the Change in Control the Company is not subject to COBRA, the Company shall pay to the Executive on a monthly basis, in lieu of health insurance coverage, the Active Executive Premium amount for that period for which COBRA, if applicable, would be available to Executive. Such monthly reimbursement or other payment shall be paid to the Executive no later than the fifteenth (15^th) day of the month immediately following the month to which such payment applies. The Executive shall be eligible to receive such reimbursement until the earlier of: (i) the eighteen (18)-month anniversary of the Termination Date; or (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage. Notwithstanding the foregoing, if the Company’s payments under this subsection bwould violate the nondiscrimination rules applicable to non-grandfathered, insured group plans under the Affordable Care Act (“ACA”) or result in the imposition of penalties under the ACA, the parties agree to reform this subsection in a manner as is necessary to comply with the ACA.

c.              For purposes of this Agreement, “Accrued Amounts” shall mean:

(i)              any accrued but unpaid Annual Base Salary and accrued but unused vacation which shall be paid on the Termination Date in accordance with the Company’s customary payroll procedures;

(ii)             any earned but unpaid Bonus with respect to any completed fiscal year immediately preceding the Termination Date, which shall be paid on the otherwise applicable payment date except to the extent payment is otherwise deferred pursuant to any applicable deferred compensation arrangement; provided that, if the Executive’s employment is terminated by the Company for Cause, then any such accrued but unpaid Annual Bonus shall be forfeited and shall not constitute an Accrued Amount;

(iii)            reimbursement for unreimbursed business expenses properly incurred by the Executive, which shall be subject to and paid in accordance with the Company’s expense reimbursement policy; and

(iv)            such employee benefits (including equity compensation), if any, to which the Executive may be entitled under the Company’s employee benefit plans as of the Termination Date; provided that, in no event shall the Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein.

6.         Expenses. SCC will reimburse all properly documented expenses reasonably related to Executive’s performance of Executive’s duties hereunder in accordance with its standard policy.

7.         Vacation; Paid Time Off. Executive will be entitled to paid vacation on a basis that is at least as favorable as that provided to other similarly situated executives of the Company. The Executive shall receive other paid time off in accordance with the Company's policies for executive officers as such policies may exist from time to time.

8.         Benefits. Executive’s entitlement to the benefit schemes of SCC shall be in accordance with the applicable law and as per SCC policies in force from time to time. Executive is entitled to join the benefit schemes of SCC, which may include health or other insurance packages, if SCC decides to offer these to its employees. Executive understands that, if offered, the terms of these schemes may be changed from time to time by SCC and agrees to keep him/herself informed of the same. In addition to benefits offered broadly across the Company, Executive, to the extent allowed by law, shall be entitled to participate in such additional benefits and benefit plans as the Company elects to make available to its senior level executives including, without limitation, retirement/savings/deferred compensation benefits, other non-qualified deferred compensation plan, supplemental executive medical and life insurance, company-paid financial/tax/estate planning services, legal planning services.

9.         Other Benefits. Executive will be entitled to a company car and club memberships, as determined by the Board will be reimbursed for any related expenses in accordance with the Agreement. Executive shall be entitled to Business Class air travel for trips more than five hours in length. If no Business Class is available, Executive may travel First Class.

10.      Cash in Lieu of Benefits. Executive, in his or her discretion may elect not participate in one or more of the Company’s benefit schemes or accept on or more of the benefits contemplated hereby. In such even, Executive, be entitled to receive, as additional compensation, the cost to the company of any such foregone benefits, to the extent such costs are determinable by the Company without unreasonable effort or expense.

11.       Signing Bonus. Executive shall be entitled to receive a one-time payment of equal to his or her then-current Annual Base Salary , which amount shall become due and payable, in a lump sum net of all applicable withholding taxes, within sixty (60) days after the closing of the sale of the Company’s equity securities in the aggregate amount of no less than Five Million Dollars (US $5,000,000). The parties acknowledge and agree that the payment provided for hereby is in recognition of Executive’s efforts on behalf of the Company during the period of two (2) years prior to the Effective Date and that, as such, such payment shall be due, payable and nonrefundable without regard to whether the Executive remains in the employ of the Company.

ATTACHMENT B

To

FOUNDERS EMPLOYMENT AGREEMENT

CONFIDENTIAL INFORMATION AND INTELLECTUAL PROPERTY PROTECTION AGREEMENT

This Confidential Information and Intellectual Property Protection Agreement (this Agreement”) is effective as of the 1st day of July 2020 (the “Effective Date”) by and between Seismic Capital Company (“SCC” or the “Company”), a company incorporated under the laws of the State of Delaware with its principal executive offices at 11271 Ventura Boulevard, Suite 479, Los Angeles, CA 91604 and Eric B. White, an individual with an address of 425 15^th St. #3326, Manhattan Beach, CA 90266 (“Executive”). It is made and entered into in connection with the Founders Employment Agreement of even date herewith between those parties (the “Executive Agreement”).

RECITALS

WHEREAS, Executive has been employed by the Company as President and, in the performance of Executive’s duties in such capacity, Executive will acquire Confidential Information and Trade Secrets relating to the Company’s business (or that of its Affiliates or Customers) (as each such capitalized term is defined herein) and Executive may develop copyrightable works, inventions or improvements relating to the Company’s (or its Affiliates’) products and business; and

WHEREAS, it is the understanding between the Company and Executive that the Company shall have certain rights in such Confidential Information, Trade Secrets, copyrightable works, inventions and improvements.

NOW, THEREFORE, in consideration of the Company’s agreement to employ Executive and the salary and other compensation paid to Executive by the Company during Executive’s employment by the Company, Executive agrees as follows:

(a)            “Affiliate” with respect to a specified Person, means any other Person (a) directly or indirectly controlling, controlled by or under common control with such specified Person; or (b) who is a  Relative of such Person or their Affiliate; provided, however, that, for purposes of this definition, the terms “controlling”, “controlled by” or “under common control with” mean 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, by Contract or otherwise, or the power to elect or appoint a majority of the directors, managers, partners or other individuals exercising similar authority with respect to such Person;

(c)            “Confidential Information” shall include any information that the Company deems proprietary or confidential including, but is not limited to, any information concerning the Company’s accounts, sales, sales volume, sales methods, sales proposals, customers or prospective customers, prospect lists, Company manuals, formulae, products, processes, methods, financial information or data, compositions, ideas, improvements, inventions, research, computer programs, computer related information or data, system documentation, software products, patented products, copyrighted information, knowhow and operating methods and any other trade secret or proprietary information belonging to the Company or relating to the Company’s affairs that is not public information.

(d)            “Customer(s)” shall mean any individual, corporation, partnership, business or other Person, whether for-profit or not-for-profit (i) whose existence and business is known to Executive as a result of Executive’s access to the Company’s business information, Confidential Information, customer lists or customer account information (including any Person to whom the Company makes a written proposal to provide services during the term of the Executive’s employment with the Company); (ii) that is a business entity or individual with whom the Company has a valid and subsisting contract as of the date of this Agreement; or (iii) a business entity or individual with whom the Company enters into a valid contract during the term of this Agreement;

(e)            “Person” means any individual, sole proprietorship, partnership, corporation, limited liability company, unincorporated society, governmental authority, association or trust or any other entity or organization; and

(f)            “Trade Secret” means any useful process, machine or other device or composition of matter which is new and which is being used or studied by the Company and is not described in a patent or described in any literature already published and distributed externally by the Company; the source code or algorithms of any software developed or owned by the Company; any formula, plan, tool, machine, process or method employed by the Company, whether patentable or not, which is not generally known to others; business plans and marketing concepts of the Company; marketing or sales information of the Company; financial information or projections regarding the Company or potential acquisition candidates of the Company; financial, pricing and/or credit information regarding clients or vendors of the Company; a listing of names, addresses, telephone number, email addresses or other contact information of Customers or clients of the Company; internal corporate policies and procedures of the Company; and any other undisclosed information protected in accordance with any applicable law.

2.        Copyrightable Works. Executive hereby acknowledges and agrees that each and any copyrightable works authored by Executive (including, without limitation, all software and related documentation and all web site designs), alone or with others, during Executive’s employment by the Company shall be deemed to have been to be works prepared by Executive within the scope of Executive’s employment by the Company and, as such, shall be deemed to be “works made in the course of employment under a contract of service” under U.S. and applicable international copyright laws from the inception of creation of such copyrightable works. In the event that any of such copyrightable works shall be deemed by a court of competent jurisdiction not to be a “works made in the course of employment under a contract of service”, this Agreement shall operate as an irrevocable assignment by Executive to the Company of all right, title and interest in, and to, such copyrightable works, including, without limitation, all worldwide copyright interests therein, in perpetuity. The fact that such copyrightable works are created by Executive outside of the Company’s facilities or other than during Executive’s working hours with the Company shall not diminish the Company’s rights with respect to such works which otherwise fall within this Section 2.

3.         Inventions and Improvements. Executive shall promptly and fully disclose to the Company all inventions or improvements made or conceived by Executive, solely or with others, during Executive’s employment by the Company and, where the subject matter of such inventions or improvements results from or is suggested by any work which Executive may do for, or on behalf of, the Company or relates in any way to the Company’s products, business or operations or that of its Affiliates, the Company shall have all rights to such inventions and improvements, whether they are patentable or not. The fact that such inventions and improvements are made or conceived by Executive outside of the Company’s facilities or other than during Executive’s working hours with the Company shall not diminish the Company’s rights with respect to such inventions or improvements which otherwise fall within this Section 3.

4.         Limitation of Company’s Claims. Notwithstanding anything in this Agreement to the Contrary, the Company shall have no rights pursuant to this Agreement in any invention of Executive made during the term of Executive’s employment by the Company if such invention has not arisen out of, or by reason of, Executive’s work with the Company or does not relate to the products, business or operations of the Company or that of its Affiliates, although Executive shall nonetheless inform the Company of any such invention.

5.         Further Assurances. At the request of the Company, either during or after termination of Executive’s employment by the Company, Executive shall execute, or join in executing, all papers or documents required for the filing of patent applications in the United States and such foreign countries as the Company may elect, and Executive shall assign all such patent applications to the Company or its nominee, and shall provide the Company or its agents or attorneys with all reasonable assistance in the preparation and prosecution of patent applications, drawings, specifications and the like, all at the expense of the Company, and shall do all that may be necessary to establish, protect and maintain the rights of the Company or its nominee in the inventions, patent applications and specifications in accordance with the spirit of this Agreement. Without limiting the generality of the foregoing, Executive agrees to execute and deliver to the Company such further instruments or documents as may be requested by the Company in order to effectuate the purposes of this Agreement.

6.         Confidentiality. Executive shall treat as confidential all Trade Secrets and Confidential Information belonging to the Company (or information belonging to third parties to which the Company shall owe an obligation of secrecy), which is disclosed to Executive, or which Executive may acquire or develop, or which Executive may observe, in the course of Executive’s employment by the Company and which at the time of disclosure is not previously known to Executive, and not known or used by others in the trade generally, and Executive shall not disclose, publish or otherwise use, either during or after termination of Executive’s employment by the Company, any such Trade Secrets or Confidential Information without the prior written consent of the Company except that Executive may disclose such Confidential Information to Persons who need to know such Confidential Information during the course and within the scope of Executive’s employment. Notwithstanding the foregoing, the confidentiality obligations of this Section 6 will not apply to information which (a) Executive is compelled to disclose pursuant to any applicable law or any order of any court of competent jurisdiction or any competent judicial, governmental or regulatory body; (b) can be shown to have been generally available to the public other than as a result of a breach by Executive of his/her confidentiality obligations herein contained; or (c) can be shown to have been provided to Executive by a third party who obtained such information other than from Executive or other than as a result of a breach by Executive of his/her confidentiality obligations herein contained.

7.         Return of Materials. Upon termination of employment with Company for any reason, Executive shall promptly deliver to Company the originals and copies of all correspondence, drawings, manuals, computer related or generated information, letters, notes, notebooks, reports, prospect lists, customer lists, flow charts, programs, proposals, and any documents concerning Company’s business, Customers or suppliers and, without limiting the foregoing, will promptly deliver to Company any and all other documents or materials containing or constituting Confidential Information or Trade Secrets. Executive agrees to maintain the integrity of all stored computer information and agrees not to alter, damage or destroy said computer information before returning it to Company.

8.         Record-Keeping. Executive shall keep and maintain complete and current written records of all Trade Secrets and Confidential Information made by Executive (solely or jointly with others) during the term of employment (“Records”). The Records may be in the form of notes, sketches, drawings, flow charts, electronic data or recordings, laboratory notebooks and any other format. The Records will be available to and remain the sole property of the Company at all times. Executive shall not remove such Records from the Company’s place of business except as expressly permitted by the Company.

9.         Relation to Executive Agreement. This Agreement shall in no way alter, or be construed to alter, the terms and conditions of any Agreement entered into by Executive with the Company. The Company may utilize any portion of Executive’s Agreement to enforce the terms and conditions set forth herein and remedy any violation of this Agreement. The Company has the exclusive right to assign this Agreement.

10.       Governing Law; Jurisdiction. The parties agree that this Agreement shall be construed and enforced in accordance with, and the rights of parties shall be governed by the laws of the State of California, without giving effect to the conflict of law provisions thereof. The courts in California shall have exclusive jurisdiction to entertain any suit, dispute, litigation or legal proceedings in respect of or under this Agreement.

11.       Severability. This Agreement supersedes all prior agreements, written or oral, between the parties hereto concerning the subject matter hereof. Whenever possible, each provision of this Agreement shall 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 invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. The restrictive covenants stated herein may be read as if separate and apart from this Agreement and shall survive the termination of Executive’s employment with SCC for any reason.

12.       Entire Agreement. This Agreement, together with Executive Agreement and the other agreements provided for therein and the Attachments and Schedules attached thereto, sets forth the entire understanding of the parties with respect to the subject matter hereof, and supersedes all prior contracts, agreements, arrangements, communications, discussions, representation and warranties, whether written or oral, between SCC and Executive.

13.            Assignment. Subject to any change in control or similar provisions set forth in Attachment A hereto or any other agreement between the Company and Executive, the Company shall have the right to assign this Agreement to any Affiliate or to any other Person in connection with a merger, consolidation or restructuring involving the Company, or a sale or transfer of the business or substantially all of the assets of the Company, and Executive agrees to be obligated by this Agreement to any such assignee.. Executive may not assign this Agreement.

14.            Notices. Any notice or other communication required or permitted to be given under this Agreement shall be in writing and shall be duly given if delivered, or if sent by prepaid registered mail or reputable overnight delivery service, or if transmitted by facsimile to a party at its address set forth below:

to the Company at:

Seismic Capital Company

11271 Ventura Blvd.,

Suite 479 Studio City, CA 91604

Fax:         +1 (818) 850-4050

Attn:        Yann Geron, Esq.

to Executive at:

Eric B. White

425 15^th Street #3326

Manhattan Beach, CA 90266

or to such other address as the party to whom such notice is to be given shall have last notified the party giving the notice in the manner provided in this Section 14. Any notice delivered to the party to whom it is addressed in the manner provided in this Section 14 shall be deemed to have been given and received on the day it is so delivered at such address, provided that if such day is not a business day, then the notice shall be deemed to have been given and received on the next business day, then the notice shall be deemed to have been given and received on the next business day. Any notice sent by prepaid registered mail shall be deemed to have been given and received on the fifth (5^th) business day following the date of its mailing. Any notice sent by overnight delivery service shall be deemed to have been given and received on the next business day following the date of its dispatch. Any notice transmitted by facsimile shall be deemed given and received upon receipt of a confirmed answer back following transmission.

15.            Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

16.            Headings. The headings used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement.

17.            Survival. The provisions of Sections 1, 5, 6, 10, 11, 12, 14, 16, 18 and this Section 17 of this Agreement shall survive the expiration of the Term and termination of Executive’s employment with the Company for any reason.

18.            Waiver. No waiver of any of the provisions of this Agreement by a party shall be deemed to or shall constitute a waiver of any other provisions of this Agreement nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. Any failure on the part of a party to insist upon strict compliance with any of the terms and conditions of this Agreement shall not be deemed a waiver of any of the terms contained in this Agreement.

[Signature Page Follows]

I ACKNOWLEDGE THAT I HAVE CAREFULLY READ AND FULLY UNDERSTAND ALL OF THE PROVISIONS OF THIS AGREEMENT AND THAT I AM VOLUNTARILY ENTERING INTO THIS AGREEMENT. I UNDERSTAND THAT I AM REQUIRED TO SIGN THIS AGREEMENT AS A CONDITION OF MY EMPLOYMENT.

SCHEDULE 1

To

FOUNDERS EMPLOYMENT AGREEMENT

Actions Pending or Threatened Against Executive

None.

SCHEDULE 2

To

FOUNDERS EMPLOYMENT AGREEMENT

Directorships currently held by Executive

Er 

Exhibit 6.3

FOUNDERS EMPLOYMENT AGREEMENT

This Founders Employment Agreement (this “Agreement”) is effective as of the 1^st day of July, 2020 (the “Effective Date”) by and between Seismic Capital Company (“SCC” or the “Company”), a corporation organized under the laws of the State of Delaware with its principal executive offices at 11271 Ventura Boulevard, Suite 479, Los Angeles, CA 91604 and Alice P. Neuhauser, an individual with an address of 1466 11^th Street, Manhattan Beach, CA 900266 (“Executive”).

In consideration of the premises and the agreements and covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, SCC and Executive agree as follows:

(a)            “Action” shall mean any action, suit or legal, administrative or arbitral proceeding or investigation before any governmental or regulatory authority.

(b)            “Affiliate” with respect to a specified Person, means any other Person directly or indirectly controlling, controlled by or under common control with such specified Person; provided, however, that, for purposes of this definition, the terms “controlling”, “controlled by” or “under common control with” mean 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, by contract or otherwise, or the power to elect or appoint a majority of the directors, managers, partners or other individuals exercising similar authority with respect to such Person.

(c)            “Code” shall mean the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder.

(e)            “Confidential Information” shall include any information that the Company deems proprietary or confidential including, but not limited to, any information concerning the Company’s accounts, sales, sales volume, sales methods, sales proposals, customers or prospective customers, prospect lists, Company manuals, formulae, products, processes, methods, financial information or data, compositions, ideas, improvements, inventions, research, computer programs, computer related information or data, system documentation, software products, patented products, copyrighted information, knowhow and operating methods and any other trade secret or proprietary information belonging to the Company or relating to the Company’s affairs that is not public information.

(f)             “Person” shall mean any individual, sole proprietorship, corporation, company, partnership, limited liability company, joint venture, unincorporated society, governmental authority, association or trust or any other entity or organization.

2.            Employment. SCC employs the Executive, and Executive accepts full time employment with SCC, as of the Effective Date, on the terms and conditions contained in this Agreement. Except as set forth in Schedule 1 hereto, Executive confirms that, as of the Effective Date, there are no Actions pending against him/her and, to the best knowledge of Executive, there are no Actions threatened against him/her.

3.            Term. This Agreement commences on the Effective Date and continues for a five (5)-year period ending on the fifth (5th) anniversary of the Effective Date (the “Initial Term”), subject to earlier termination as provided in Section 12 hereof. Upon expiration of the Initial Term, this Agreement shall automatically renew for additional successive three (3)-year terms unless and until either SCC provides written notice of nonrenewal at least one hundred eighty (180) days prior to the end of the then-current term or Executive provides written notice of nonrenewal at least sixty (60) day prior to the end of the then-current term (each a “Renewal Term” and together with the Initial Term, the “Term”), or subject to earlier termination as provided in Section 12 hereof. If the Initial Term is renewed for any Renewal Term(s) pursuant to this Section, the terms and conditions of this Agreement during each such Renewal Term shall be the same as the terms in effect immediately prior to such renewal, unless the parties otherwise agree. In the event either SCC or Executive provides timely notice of its or his/her intent not to renew this Agreement, then, unless otherwise terminated in accordance with its terms, this Agreement shall terminate on the expiration of the then-current Term.

(a)             Executive shall serve SCC as Chief Financial Officer and agrees to promote the Company’s interests, be responsible for such duties as are commensurate with and required by such position(s), and any other duties as may be assigned to Executive by the board of directors of SCC (the “Board”), or by such executive or executives of SCC as may be designated by the Board (each a “Designated Supervisor”), from time to time. Executive will be responsible for managing the financial actions of the Company, subject to the supervision and direction of the Board or such Designated Supervisor(s).

(b)            As of the Effective Date, Executive shall be appointed to serve as a member of the Board and thereafter shall be nominated for reelection as a member of the Board as Executive’s term as a director expires, provided that Executive may, in his/her discretion, resign from the Board or decide not to stand for reelection, in each case upon written notice to the Secretary of the Company, given (i) at any time in the case of resignation and (ii) not more than five (5) days following the date on which the Board sets the date for the next annual meeting, in the case of a decision not to stand for reelection.

(c)             Executive agrees to perform his/her duties in a diligent, trustworthy, loyal, businesslike, productive, and efficient manner and to use his/her best efforts to advance the business and goodwill of the Company. Executive agrees to devote substantially all of his/her business time, skill, energy and attention exclusively to the business of the Company and will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or interfere with the performance of such services either directly or indirectly without the prior written consent of the Board. Notwithstanding the foregoing, the Executive will be permitted, with the prior written consent of the Board, to serve as a director, trustee, committee member, or principal of any type of business, civic, or charitable organization (“Outside Activities”) provided that, such Outside Activities do not, as reasonably determined by the Board, interfere with the performance of the Executive’s duties and responsibilities to the Company as provided hereunder.

5.            Annual Review. Executive’s performance of his or her duties under this Agreement shall be reviewed by a committee consisting of the President, the Chief Executive Officer, the President and the Chief Financial Officer (the “Review Group”) at least annually. The Review Group shall review the base salary, bonus and benefits provided to the Employee under this Agreement in light of such annual review and may, by action of a majority of its members (excluding the Executive if he/she otherwise would be a member) adjust such salary, bonus and benefits on a going forward basis, provided, however, that Executive’s annual base salary shall each year be increased by no less than five percent (5%) over the prior year and further provided that, in the event that the increase in the CPI (as defined below) for the twelve (12)-month period ending with the month prior to the month in which adjustment to Executive’s salary takes effect exceeds one and one-half percent (1.5%), Executive’s annual base salary shall, in addition to any other increase, be increased by the full percentage amount of such CPI increase. For purposes hereof, “CPI” shall mean the Consumer Price Index for All Urban Consumers (CPI-U), West Region, as published by the Federal Bureau of Labor Statistics (the “Bureau”), or any successor entity to the Bureau, provided, however, that if the Bureau no longer publishes the CPI-U, West Region, Executive and the Company shall mutually select a reasonable alternative index. Notwithstanding the foregoing, review of Executive’s performance for purposes of any equity or other compensation plan shall, to the extent required by the terms of such plan or appliable laws or regulations, be effected in accordance with the terms of such plan, laws or regulations.

6.            Place of Work. Executive will be based in the Los Angeles Metropolitan Area, United States of America, but may be relocated to other locations, based on mutual agreement. Executive’s duties will include travel in the United States of America, possibly at short notice. Executive confirms that he/she has a valid passport and that SCC has entered into this Agreement on that understanding. Executive shall maintain such passport at all times during the Term.

7.            Compensation. Executive’s annual salary and other compensation as of the Effective Date are as set forth on Attachment A hereto and incorporated as though fully set forth herein. SCC shall be entitled to withhold from any payments due to Executive pursuant to the provisions of this Agreement, any amounts required to be withheld by/under any applicable taxing or other statutory provision or authority, or any amounts loaned to Executive by the Company.

8.            Policies and Practices. The Executive agrees that he/she has been given the opportunity to read the terms and conditions of the various policies, procedures and processes of the Company including the Human Resource Policy of the Company and Information Technology Policy of the Company, all as currently in effect. The Executive further agrees that the Executive will be bound to all the terms and conditions of the Company Policies. The Executive understands that the Company Policies are subject to review and may be modified periodically and all such modified Company Policies shall be applicable to the Executive. The Executive shall indemnify the Company for any loss suffered as a consequence of a breach by Executive of such Company rules, regulations, instructions, policies, practices and procedures.

9.            Non-Competition. order to protect the Company’s legitimate and protectable business interest, including, but not limited to, its goodwill, customer relationships, and Confidential Information, Executive covenants and agrees that for the entire period of his/her employment with SCC Executive shall not either directly or indirectly, except as provided in Sections 4(c) above, engage in any business which provides, designs, develops, markets, engages in, invests in, produces or sells any products, services, or businesses which are the same or substantially similar to those provided, designed, developed, marketed, engaged in, invested in, produced or sold by the Company or own, manage, operate or control any Person who is engaged in, or operates, or attempts to operate any such business. Notwithstanding the foregoing, nothing in this Section shall be construed as preventing Executive from investing his assets in any form or manner which does not require any services on the part of Executive in the operation of the affairs of the entities in which such investments are made.

10.         Non-Solicitation. During the Term and for a period of six (6) months thereafter Executive covenants and agrees not to disrupt or interfere with the business of the Company by directly or indirectly soliciting, recruiting, attempting to recruit, or raiding the employees of Company with whom Executive worked, or otherwise inducing the termination of employment of any employee of the Company with whom Executive worked, during the Term. Executive also covenants and agrees, during such period, not to disrupt or interfere with the business of the Company by directly or indirectly soliciting, recruiting, attempting to recruit, or raiding any Person that was a customer of the Company at any time during the final year of the Term or with whom the Company was in negotiations to become a customer at the time of expiration or termination of the Term. Executive also covenants and agrees not to use any of the Company’s trade secrets and/or proprietary or Confidential Information to directly or indirectly solicit the employees or customers of the Company.

11.         Nondisclosure and Nonuse of Confidential Information. Executive covenants and agrees that during Executive’s employment or any time after the termination of such employment, whether by Executive or by the Company, for any reason, Executive will not communicate or divulge to any Person, either directly or indirectly, and will hold in strict confidence for the benefit of the Company, all Confidential Information, except that Executive may disclose such Confidential Information to Persons who need to know such Confidential Information during the course and within the scope of Executive’s employment for the benefit of the Company. Executive will not use any Confidential Information for any purpose, including or for Executive’s personal benefit, other than in the course and within the scope of Executive’s employment. Executive agrees to sign and abide by the terms and conditions of the Confidential Information and Intellectual Property Protection Agreement, a copy of which is attached hereto as Attachment B and incorporated as though fully set forth herein.

Notwithstanding the foregoing, the confidentiality obligations of this Section will not apply to information which (a) Executive is compelled to disclose pursuant to any applicable law or any order of any court of competent jurisdiction or any competent judicial, governmental or regulatory body; (b) can be shown to have been generally available to the public other than as a result of a breach by Executive of his/her confidentiality obligations herein contained; or (c) can be shown to have been provided to Executive by a third party who obtained such information other than from Executive or other than as a result of a breach by Executive of his/her confidentiality obligations herein contained.

(a)             Involuntary Termination. SCC may terminate Executive’s employment with or without cause under the following conditions:

  (i)     With Cause. SCC may, immediately upon notice to Executive, terminate Executive from employment with “Cause”. “Cause” shall mean (A) the Executive’s willful and ongoing failure to perform Executive’s duties (other than any such failure resulting from incapacity due to physical or mental illness); (B) the Executive’s willful failure to comply with any valid and legal directive of the Board, the President, the CEO or any Designated Supervisor; (C) the Executive’s willful engagement in dishonesty, illegal conduct, or gross misconduct, which is, in each case, materially injurious to the Company; (D) the Executive’s embezzlement, misappropriation, or fraud, whether or not related to the Executive’s employment with the Company; (E) the Executive’s conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent) or a crime that constitutes a misdemeanor involving moral turpitude, if such felony or other crime is work-related, materially impairs the Executive’s ability to perform services for the Company or results in material reputational or financial harm to the Company; (F) the Executive’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: (G) the Executive’s willful unauthorized disclosure of Confidential Information; (H) the Executive’s material breach of any material obligation under this Agreement or any other written agreement between the Executive and the Company; or (I) the Executive’s engagement in conduct that brings or is reasonably likely to bring the Company negative publicity or into public disgrace, embarrassment, or disrepute.

For purposes of this Section, no act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without the Executive’s reasonable belief that such action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company.

Termination of the Executive’s employment shall not be deemed to be for Cause unless and until the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the whole Board (exclusive of the Executive, if the Executive is then a member of the Board), after reasonable written notice is provided to the Executive and the Executive is given an opportunity, together with counsel, to be heard before the Board, finding that the Executive has engaged in conduct described above. The Company may place the Executive on paid leave for up to sixty (60) days while it is determining whether there is a basis to terminate the Executive’s employment for Cause.

                  (ii)    Without Cause. In the event that Executive’s employment is terminated by the Company without Cause, Executive will be paid the greater of twelve (12) months salary and benefits or the remainder of the Company’s obligations under this Employment Agreement. Payment of amounts contemplated by this Section 12(a)(ii) is conditioned upon Executive first signing an irrevocable agreement and release of all claims against the Company in accordance with the Company’s policies, as amended from time to time, within sixty (60) days following the effective date of termination. All payments under this Section 12(a)(ii) will be paid in accordance with the Company’s regular payroll schedule and applicable Company policies, commencing with the first pay date following the later to occur of the effectiveness of Executive’s termination or the receipt by the Company of the release contemplated by the preceding sentence. Executive acknowledges Executive’s continuing obligations under this Agreement including, but not limited to Sections 10 and 11, in the event that Executive is terminated without Cause.

(b)            Voluntary Termination. Executive may terminate his/her employment by giving not less than three (3) months prior written notice, provided that SCC may elect to terminate Executive’s employment at any time during that three (3)-month interim upon not less than five (5) days written notice and payment to Executive of annual base salary accrued through the date of termination, and any nonforfeitable benefits earned and payable to the Executive under the terms of any deferred compensation or incentive plans of the Company as of such termination date. Payment of amounts contemplated by this Section 12(b) is conditioned upon Executive first signing an irrevocable agreement and release of all claims against the Company in accordance with the Company’s policies, as amended from time to time, within sixty (60) days following the termination. All payments under this Section 12(b) will be paid in accordance with the Company’s regular payroll schedule and applicable Company policies, commencing with the first pay date following the later to occur of the effectiveness of Executive’s termination or the receipt by the Company of the release contemplated by the preceding sentence. Executive acknowledges his/her continuing obligations under this Agreement including, but not limited to Sections 10 and 11 in the event that Executive terminates his/her employment with SCC.

(c)             Upon Death or Disability. The Executive’s employment hereunder shall terminate automatically on the Executive’s death during the Term, and may be terminated by the Company, in its discretion, on account of the Executive’s Disability. If the Executive’s employment is terminated during the Term on account of the Executive’s death or Disability, the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the amounts set forth on Attachment A hereto. Notwithstanding any other provision contained herein, all payments made in connection with the Executive’s Disability shall be provided in a manner which is consistent with federal and state law.

For purposes of this Agreement, “Disability” shall mean (i) the Executive’s inability, due to physical or mental incapacity, to perform the essential functions of the Executive’s job for one hundred twenty (120) consecutive days or (ii) a condition that entitles the Executive to receive long-term disability benefits under the Company’s long-term disability plan. Any question as to the existence of the Executive’s Disability as to which the Executive and the Company cannot agree following a period of not less than ten (10) calendar days during which Executive and the Company engage in good faith negotiations, shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.

(d)             Notice of Termination. Any termination of the Executive’s employment during the Term by the Company or by the Executive (other than termination on account of the Executive’s death) shall be communicated by written notice of termination (“Notice of Termination”) to the other party hereto in accordance with Section 24 The Notice of Termination shall specify:

circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated; and

In the case of a termination for Cause, such Notice of Termination shall also comply in all respects with the requirements of the last paragraph of Section 12(a)(i) hereof.

(e)             Termination Date. The Executive’s “Termination Date” shall be:

          (i)       If the Executive’s employment hereunder terminates on account of the Executive’s death, the date of the Executive’s death;

          (ii)      If the Executive’s employment hereunder is terminated on account of the Executive’s Disability, the date that it is determined that the Executive has a Disability;

          (iii)     If the Company terminates the Executive’s employment hereunder for Cause, the date the Notice of Termination is delivered to the Executive;

          (iv)     If the Company terminates the Executive’s employment hereunder other than for Cause, the date specified in the Notice of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered;

          (v)      If the Executive terminates his/her employment, the date specified in the Executive’s Notice of Termination, which shall be no less than thirty (30) days following the date on which the Notice of Termination is delivered;

          (vi)     If the Executive’s employment hereunder terminates because either party provides notice of non-renewal pursuant to Section Error! Reference source not found., the Renewal Date immediately following the date on which the applicable party delivers notice of non-renewal; and

          (vii)    If the Executive’s employment hereunder is terminated for any other reason by either party pursuant to any provision hereof (including pursuant to Attachment A hereto), the effective date of such termination as provided in such provision.

Notwithstanding anything to the contrary contained herein, the Termination Date shall not occur until the date on which the Executive incurs a “separation from service” within the meaning of Section 409A of the Code.

(f)              Other Positions. If, on the Executive’s Termination Date, Executive is a member of the Board, or holds any other position with the Company or any of its Affiliates, Executive shall be deemed to have resigned from all such positions as of such Termination Date. Executive agrees to execute such documents and take such other actions as the Company may request to reflect such resignation.

(a)             Interpretation. This Agreement is intended to comply with the requirements of section 409A of the Code, and specifically, with the “short-term deferral exception” under Treas. Reg. section 1.409A-1(b)(4) and the “separation pay exception” under Treas. Reg. section 1.409A-1(b)(9)(iii), and shall in all respects be administered and construed in accordance with section 409A of the Code. If any payment or benefit hereunder cannot be provided or made at the time specified herein without incurring sanctions on Executive under section 409A of the Code, then such payment or benefit shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. For purposes of section 409A of the Code, all payments to be made upon a termination of Executive’s employment under this Agreement may only be made upon a “separation from service” (within the meaning of such term under section 409A of the Code), each payment made under this Agreement shall be treated as a separate payment, the right to a series of installment payments under this Agreement is to be treated as a right to a series of separate payments, and if a payment is not made by the designated payment date under this Agreement, the payment shall be made by December 31 of the calendar year in which the designated date occurs. To the extent that any payment provided for hereunder would be subject to additional tax under section 409A of the Code, or would cause the administration of this Agreement to fail to satisfy the requirements of section 409A of the Code, such provision shall be deemed null and void to the extent permitted by applicable law, and any such amount shall be payable in accordance with Section 12(b) below. In no event shall Executive, directly or indirectly, designate the calendar year of payment.

(b)             Payment Delay. Notwithstanding anything herein to the contrary, if it is necessary to postpone the commencement of any payments or benefits otherwise payable under this Agreement as a result of Executive’s “separation from service” with the Company to prevent the imposition of any accelerated or additional tax under section 409A of the Code, then the Company will postpone the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) that are not otherwise paid within the “short-term deferral exception” under Treas. Reg. section 1.409A-1(b)(4) and the “separation pay exception” under Treas. Reg. section 1.409A- 1(b)(9)(iii), until the first payroll date that occurs after the date that is six months following Executive’s “separation of service” with the Company. If any payments are postponed due to such requirements, such postponed amounts will be paid to Executive in a lump sum on the first payroll date that occurs after the date that is six months following Executive’s “separation of service” with the Company. If Executive dies during the postponement period prior to the payment of the postponed amount, the amounts withheld on account of section 409A of the Code shall be paid to the personal representative of Executive’s estate within sixty (60) days after the date of the Executive’s death.

(c)             Reimbursements. All reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during Executive’s lifetime (or during a shorter period of time specified in this Executive Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the taxable year following the year in which the expense is incurred, and (iv) the right to reimbursement is not subject to liquidation or exchange for another benefit.

(a)             Mediation. Prior to engaging in any legal or equitable litigation or other dispute resolution process regarding any of the terms and conditions or subject matter of this Agreement, the Company and Executive each specifically agrees to engage in a good faith mediation process, the reasonable costs of which shall be borne by the Company. The parties further and specifically agree to use their respective best efforts to reach a mutually agreeable resolution of the matter through such mediation process. The parties understand and specifically agree that should either party to this Agreement refuse to participate in mediation for any reason, the other party will be entitled to seek a court order to enforce this provision in any court of appropriate jurisdiction requiring the dissenting party to attend, participate, and to make a good faith effort in the mediation process to reach a mutually agreeable resolution of the matter.

(i)       If mediation under Section 14(a) does not resolve the dispute between the parties, this Section 14(b) shall be binding on the parties according to its terms. This provision is governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. and evidences a transaction involving commerce. It shall not apply to any claims within the sole jurisdiction of the Workers’ Compensation Appeals Board. This Section 14(b) applies to any dispute arising out of or related to Executive’s employment with the Company or termination of such employment. Nothing contained herein shall be construed to prevent or excuse Executive from utilizing the Company’s internal procedures, as they may exist from time to time, for resolution of complaints, and this provision is not intended to be a substitute for the utilization of such procedures. Except as it otherwise provides, this Section is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law, and therefore this provision requires all such disputes to be resolved only by an arbitrator through final and binding arbitration and not by way of court or jury trial. Such disputes include, without limitation, disputes arising out of or relating to interpretation or application of this arbitration provision, but not as to the enforceability, revocability or validity hereof or any portion of this provision. This Section 14(b) applies, without limitation, to disputes, whether brought individually or in a representative capacity, regarding the employment relationship, trade secrets, unfair competition, compensation, breaks and rest periods, termination, or harassment and claims arising under the Uniform Trade Secrets Act, Civil Rights Act of 1964, Americans Disabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act, and state statutes, if any, addressing the same or similar subject matters, and all other state statutory and common law claims (excluding works’ compensation, state disability insurance and unemployment insurance claims). Claims may be brought before an administrative agency, but only to the extent applicable law permits access to such an agency notwithstanding the existence of an arbitration provision to arbitrate. Such administrative claims include without limitation claims or charges brought before the Equal Employment Opportunity Commission (www.eeoc.gov), the U.S. Department of Labor (www.dol.gov), the Office of Federal Contract Compliance Programs (www.dol.gov/esa/ofccp). Nothing in this provision shall be deemed to preclude or excuse a party from bringing an administrative claim before any agency in order to fulfill the party’s obligation to exhaust administrative remedies before making a claim in arbitration.

(ii)      If and only if mediation is unsuccessful, and the dispute or controversy is not resolved within thirty (30) days after mediation, either party may submit the matter to binding arbitration to be conducted by a neutral arbitrator in accordance with the rules then in effect of the American Arbitration Association for employment disputes (the “Rules”). The Rules can be found at www.adr.org. Where the Rules are inconsistent with this Agreement, the terms of this Agreement will govern. A demand for arbitration must be in writing and delivered by hand or first class mail to the other party within the applicable statute of limitations period. The arbitrator shall resolve all disputes regarding the timeliness or propriety of the demand for arbitration. Both parties understand and agree that this arbitration provision replaces the right of both parties to go to court, including the right to have a jury decide a party’s claims, subject to the exceptions and limitations contained herein.

(iii)     A neutral arbitrator shall be selected by mutual agreement of the Company and Executive. If the parties are unable to agree on an arbitrator, the party demanding arbitration shall submit the matter to AAA, and a neutral arbitrator will be selected pursuant to AAA’s processes. The location of the arbitration proceeding shall be no more than one hundred (100) miles from the office at Executive last worked for the Company unless the parties otherwise agree in writing. Except as otherwise provided herein, the arbitrator shall apply the substantive law of the state in which the claim(s) arose and/or federal law, as applicable. In arbitration, the parties will have the right to conduct adequate civil discovery, bring dispositive motions and present witnesses and evidences to present their cases and defenses. The arbitrator shall render a written award setting forth the arbitrator’s findings of fact and conclusions of law. The arbitrator may grant injunctions or any other relief in such dispute or controversy as would otherwise be available in court. The decision of the arbitrator shall be final and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction. The arbitrator may award any party any remedy to which that party is entitled under applicable law, including an award of attorneys’ fees, but such remedies shall be limited to those that would be available to a party in a court of law for the claims presented to and decided by the arbitrator. No remedies that otherwise would be available to an individual in a court of law will be forfeited by virtue of this Agreement. The Arbitrator shall not have the power to commit errors of law or legal reasoning, and the award may be vacated or corrected on appeal to a court of competent jurisdiction for any such error.

(iv)    Executive acknowledges and understands that he or she has a right to consult with counsel of his choice concerning this arbitration provision.

(v)     This Section 14(b) is the full and complete arbitration provision relating to the formal resolution of employment-related disputes. In the event any portion of this Section is deemed unenforceable, the remainder shall remain enforceable.

(vi)    Each party will pay the fees for his, her or its own attorneys, subject to any remedies to which that party may later be entitled under applicable law. The Company will pay the arbitrator’s and arbitration fees to the extent that they exceed the costs that Executive would have to pay if a complaint were filed in a court of law.

(vii)   Except as may be permitted or required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of all parties.

(a)             Indemnification. In the event that the Executive is made a party or threatened to be made a party to any Action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a “Proceeding”), other than any Proceeding initiated by the Executive or the Company related to any contest or dispute between the Executive and the Company or any of its Affiliates with respect to this Agreement or the Executive’s employment hereunder, by reason of the fact that the Executive is or was a director or officer of the Company, or any Affiliate of the Company, or is or was serving at the request of the Company as a director, officer, member, employee, or agent of another corporation or a partnership, joint venture, trust, or other enterprise, the Executive shall be indemnified and held harmless by the Company to the fullest extent permitted under applicable law and the Company’s constitutive documents from and against any liabilities, costs, claims, and expenses, including all costs and expenses incurred in defense of any Proceeding (including attorneys’ fees). Costs and expenses incurred by the Executive in defense of such Proceeding (including attorneys’ fees) shall be paid by the Company in advance of the final disposition of such litigation upon receipt by the Company of (i) a written request for payment; (ii) appropriate documentation evidencing the incurrence, amount, and nature of the costs and expenses for which payment is being sought; and (iii) an undertaking adequate under applicable law made by or on behalf of the Executive to repay the amounts so paid if it shall ultimately be determined that the Executive is not entitled to be indemnified by the Company under this Agreement.

(b)             Clawback Provisions. Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based or other compensation paid to the Executive under this Agreement or any other agreement or arrangement with the Company which is subject to recovery under any law, government regulation, or stock exchange listing requirement will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation, or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement).

16.             Equitable Relief; Fees and Expenses. Executive stipulates and agrees that any breach of this Agreement by him/her will result in immediate and irreparable harm to the Company, the amount of which will be extremely difficult to ascertain, and that the Company could not be reasonably or adequately compensated by damages in an Action at law. For these reasons, SCC shall have the right, without objection from Executive, to obtain such preliminary, temporary or permanent injunctions or restraining orders or decrees as may be necessary to protect the Company against, or on account of, any breach by Executive of the provisions of this Agreement without the need to post bond. Such right to equitable relief is in addition to all other legal remedies SCC may have to protect its rights. In the event SCC obtains any such injunction, order, decree or other relief, in law or in equity, for any breach by Executive of the provisions of this Agreement, Executive shall be responsible for reimbursing SCC for all costs associated with obtaining the relief, including reasonable attorneys’ fees, and expenses and costs of suit. Employee agrees that notwithstanding the arbitration provision in Section 14, the Company may apply to a court of competent jurisdiction to obtain the equitable relief referenced in this Section 16.

17.             Amendments. No supplement, modification, amendment or waiver of the terms of this Agreement shall be binding on the parties hereto unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed to or shall constitute a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. Any failure to insist upon strict compliance with any of the terms and conditions of this Agreement shall not be deemed a waiver of any such terms or conditions.

(a)             Executive hereby acknowledges and agrees that (i) this Agreement is necessary for the protection of the legitimate business interests of the Company, including, but not limited to, its goodwill, customer relationships, and Confidential Information; (ii) the restrictions contained in this Agreement may be enforced in a court of law whether or not Executive is terminated with or without Cause; (iii) Executive has no intention of competing with the Company within the limitations set forth above; (iv) Executive has received adequate and valuable consideration for entering into this Agreement; (v) Executive’s covenants shall be construed as independent of any other provision in this Agreement and the existence of any claim or cause of action Executive may have against the Company, whether predicated on this Agreement or not, shall not constitute a defense to the enforcement by the Company of these covenants; and (vi) the execution and delivery of this Agreement is a mandatory condition precedent to Executive’s receipt of the consideration provided herein.

(b)             Executive acknowledges that the Company currently is engaged in business in the United States of America, its business plan calls for expansion to other countries and that the marketplace for the Company’s products and services is worldwide. Executive further covenants, acknowledges and agrees that the length of term and types of activities restricted (non-competition and non-solicitation restrictions) contained in this Agreement are reasonable and necessary to protect the legitimate business interests of the Company because of the scope of the Company’s business.

(c)             Executive acknowledges that the offer of employment by SCC and the compensation payable for entering into this Agreement is sufficient consideration for Executive’s agreement to the restrictive covenants set forth in Sections 9, 10 and 11.

19.             Full Understanding. Executive acknowledges that he or she has been afforded the opportunity to seek legal counsel, he/she has carefully read and fully understands all of the provisions of this Agreement and that he or she, in consideration for the compensation set forth herein, is voluntarily entering into this Agreement.

20.             Severability. This Agreement supersedes all prior agreements, written or oral, between the parties hereto concerning the subject matter hereof. Whenever possible, each provision of this Agreement shall 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 invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. The restrictive covenants stated herein may be read as if separate and apart from this Agreement.

21.            Entire Agreement. This Agreement, together with the other agreements provided for herein and the Attachments and Schedules attached hereto, sets forth the entire understanding of the parties with respect to the subject matter hereof, and supersedes all prior contracts, agreements, arrangements, communications, discussions, representation and warranties, whether written or oral, between SCC and Executive.

22.             Governing Law; Jurisdiction. The parties agree that this Agreement shall be construed and enforced in accordance with, and the rights of parties shall be governed by the laws of the State of California, without giving effect to the conflict of law provisions thereof. The courts in California shall have exclusive jurisdiction to entertain any suit, dispute, litigation or legal proceedings in respect of or under this Agreement.

23.             Assignment. Subject to any change in control or similar provisions set forth in Attachment A hereto or any other agreement between the Company and Executive, the Company shall have the right to assign this Agreement to any Affiliate or to any other Person in connection with a merger, consolidation or restructuring involving the Company, or a sale or transfer of the business or substantially all of the assets of the Company, and Executive agrees to be obligated by this Agreement to any such assignee. In the event that the Company assigns this Agreement and Executive is terminated without Cause, Executive shall be entitled to receive severance pay for the Severance Period based on Executive’s last Annual Base Salary. Executive may not assign this Agreement.

24.             Notices. Any notice or other communication required or permitted to be given under this Agreement shall be in writing and shall be duly given if delivered, or if sent by prepaid registered mail or reputable overnight delivery service, or if transmitted by facsimile to a party at its address set forth below:

to the Company at: 

Seismic Capital Company
11271 Ventura Blvd., Suite 479
Studio City, CA 91604 

Fax:          +1 (818) 850-4050
Attn:        Yann Geron, Esq.

to Executive at: 

Alice P. Neuhauser
1466 11^th St. 

Manhattan Beach, CA 90266

or to such other address as the party to whom such notice is to be given shall have last notified the party giving the notice in the manner provided in this Section 24. Any notice delivered to the party to whom it is addressed in the manner provided in this Section 24 shall be deemed to have been given and received on the day it is so delivered at such address, provided that if such day is not a business day, then the notice shall be deemed to have been given and received on the next business day, then the notice shall be deemed to have been given and received on the next business day. Any notice sent by prepaid registered mail shall be deemed to have been given and received on the fifth (5^th) business day following the date of its mailing. Any notice sent by overnight delivery service shall be deemed to have been given and received on the next business day following the date of its dispatch. Any notice transmitted by facsimile shall be deemed given and received upon receipt of a confirmed answer back following transmission.

25.             Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

26.             Headings. The headings used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement.

27.             Survival. The provisions of Sections 1, 8, 10, 11, 12, 14, 15, 16, 18, 20, 21, 22, 23, 24, 26, this Section 27 and Section 29 of this Agreement and any other provision hereof that by its nature extends beyond the expiration or termination of hereof shall survive the expiration of the Term and termination of Executive’s employment with the Company for any reason.

28.             Waiver. No waiver of any of the provisions of this Agreement by the Company shall be deemed to or shall constitute a waiver of any other provisions of this Agreement nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. Any failure on the part of the Company to insist upon strict compliance with any of the terms and conditions of this Agreement shall not be deemed a waiver of any of the terms contained in this Agreement.

29.             Conflicts. The Executive’s performance of the provisions of this Agreement shall not breach and/or constitute a breach of the Executive obligations to any other person or entity and the Executive has not and will not at any time hereafter enter into any oral/written agreement in conflict with the provisions of this Agreement.

[Signature Page Follows]

I ACKNOWLEDGE THAT I HAVE CAREFULLY READ AND FULLY UNDERSTAND ALL OF THE PROVISIONS OF THIS AGREEMENT AND THAT I AM VOLUNTARILY ENTERING INTO THIS AGREEMENT.

ATTACHMENT A

To

FOUNDERS EMPLOYMENT AGREEMENT

Compensation

This Attachment A is incorporated into and made a part of that certain Founders Employment Agreement (the “Agreement”) entered into, effective as of the 1st day of July 2020 (the “Effective Date”) by and between Seismic Capital Company (“Seismic” or the “Company” and Alice P. Neuhauser (the “Executive”) as if set forth in full therein. Any capitalized terms appearing herein and not otherwise defined have the meanings ascribed thereto in the Agreement.

(a)             Executive’s base salary will be at an annual rate of Two Hundred Fifty Thousand Dollars (US$250,000) (“Annual Base Salary”); provided that such Annual Base Salary shall be subject to annual review in accordance with Section 5 of the Agreement and that the Board may, in its discretion, review the Annual Base Salary of Executive from time to time and grant such increases, as may be deemed appropriate. Salary shall be paid on regularly scheduled payroll dates, subject to applicable and required tax withholding. Notwithstanding the foregoing, Executive’s Annual Base Salary for 2020 will be prorated from the Effective Date. Upon each renewal of the Agreement, Executive shall be paid a retention bonus of not less than thirty percent (30%) of Executive’s Annual Base Salary as of the last day of the immediately preceding Renewal Term.

(b)             Notwithstanding Section 1(a) above, the Executive acknowledges that the Company is a start-up that does not presently have, and may in the future not have, sufficient financial resources to pay the Annual Base Salary, retention and other bonuses, insurance premiums, allowances and other amounts contemplated by the Agreement or to provide all benefits provided thereby. In the event the Board determines that the Company is unable to pay any or all such amounts or provide any and all such benefit, the amounts thereof shall accrue and shall be paid at such time as the Board determines that funds are available therefor.

2.            Annual Performance Based Incentive. For each calendar year or portion thereof during the Term, Executive shall participate in the Company’s annual cash incentive bonus program (“Annual Performance Based Incentive”) and be entitled to an Annual Performance Based Incentive payment (the “Bonus”) based upon SCC’s achievement of certain financial targets and such other strategic goals or targets set by the Board or its Compensation Committee in conjunction with Executive. The target Bonus shall be Two Hundred Fifty Thousand Dollars (US$250,000) (the “Target Bonus”), but the actual Bonus will range from 50% to 200% of the Target Bonus (One Hundred Twenty Five Thousand Dollars (US$125,000) to Five Hundred Thousand Dollars (US$500,000)), as determined by measuring SCC’s actual performance against the predetermined targets. The Bonus will be quantified and paid within the first two and half months of the year following the year to which it relates. Any adjustments to the Annual Performance Based Incentive will be prospective. Notwithstanding the foregoing, Executive’s Target Bonus for 2020 will be prorated from the effective date of the Agreement.

3.            Amounts due Upon Termination due to Death or Disability. In the event of termination of the Executive’s employment on account of his death or by the Company on account of the Executive’s Disability the Common Stock of the Company purchased by Executive pursuant to that certain Founder Stock Purchase Agreement of even date herewith (the “Purchased Stock”) shall become fully vested and nonforfeitable.

a.               In the event of a Change in Control (as defined below), the Purchased Stock shall become fully vested and nonforfeitable.

b.              For purposes of this Agreement, “Change in Control” shall mean the occurrence of any of the following after the Effective Date:

(i)       one Person (or more than one Person acting as a group) (an “Acquiror”) acquires ownership of stock of the Company that, together with the stock held by such person or group, constitutes more than fifty percent (50%) of the total fair market value or total voting power of the stock of the Company; provided that, a Change in Control shall not occur if an Acquiror owns more than fifty percent (50%) of the total fair market value or total voting power of the Company’s stock and acquires additional stock;

(ii)      an Acquiror acquires (or has acquired during the twelve (12)-month period ending on the date of the most recent acquisition) ownership of the Company’s stock possessing thirty percent (30%) or more of the total voting power of the Company’s stock;

(iii)     a majority of the members of the Board are replaced during any twelve (12)-month period by directors whose appointment or election is not endorsed by a majority of the Board before the date of appointment or election; or

  a. Notwithstanding any other provision of the Agreement, if the Executive’s employment thereunder is terminated by the Company on account of its failure to renew the Agreement in accordance with Section Error! Reference source not found. thereof or without Cause, at the end of the then-current Renewal Term, the Executive shall be entitled to receive the Accrued Amounts (as defined below) and, subject to the Executive’s compliance with Section 9, Section 10, and Section 11 of the Agreement, the Executive also shall be entitled to receive the following:

Base Salary and Bonus for the year in which the termination becomes effective (or, if greater, the year immediately preceding the year in which the Change in Control occurs), which shall be paid within sixty (60) days following the Termination Date; and

(ii)           a lump sum payment equal to the Executive’s Bonus for the elapsed full and partial quarters during the calendar year in which the Termination occurs (or, if greater, the year in which the Change in Control occurs) prior to the Termination Date, which amount shall be paid within sixty (60) days following the Termination Date.

b.              If the Executive timely and properly elects health plan continuation coverage under COBRA, the Company shall reimburse the Executive on a monthly basis for the difference between the monthly COBRA premium paid by the Executive for Executive and the Executive’s dependents and the monthly premium amount paid by similarly situated active executives for such coverage (the “Active Executive Premium Amount”), provided that if, at the time of the Change in Control the Company is not subject to COBRA, the Company shall pay to the Executive on a monthly basis, in lieu of health insurance coverage, the Active Executive Premium amount for that period for which COBRA, if applicable, would be available to Executive. Such monthly reimbursement or other payment shall be paid to the Executive no later than the fifteenth (15^th) day of the month immediately following the month to which such payment applies. The Executive shall be eligible to receive such reimbursement until the earlier of: (i) the eighteen (18)-month anniversary of the Termination Date; or (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage. Notwithstanding the foregoing, if the Company’s payments under this subsection bwould violate the nondiscrimination rules applicable to non-grandfathered, insured group plans under the Affordable Care Act (“ACA”) or result in the imposition of penalties under the ACA, the parties agree to reform this subsection in a manner as is necessary to comply with the ACA.

c.       For purposes of this Agreement, “Accrued Amounts” shall mean:

  (i)     any accrued but unpaid Annual Base Salary and accrued but unused vacation which shall be paid on the Termination Date in accordance with the Company’s customary payroll procedures;

  (ii)    any earned but unpaid Bonus with respect to any completed fiscal year immediately preceding the Termination Date, which shall be paid on the otherwise applicable payment date except to the extent payment is otherwise deferred pursuant to any applicable deferred compensation arrangement; provided that, if the Executive’s employment is terminated by the Company for Cause, then any such accrued but unpaid Annual Bonus shall be forfeited and shall not constitute an Accrued Amount;

  (iii)   reimbursement for unreimbursed business expenses properly incurred by the Executive, which shall be subject to and paid in accordance with the Company’s expense reimbursement policy; and

  (iv)   such employee benefits (including equity compensation), if any, to which the Executive may be entitled under the Company’s employee benefit plans as of the Termination Date; provided that, in no event shall the Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein.

6.            Expenses. SCC will reimburse all properly documented expenses reasonably related to Executive’s performance of Executive’s duties hereunder in accordance with its standard policy.

7.            Vacation; Paid Time Off. Executive will be entitled to paid vacation on a basis that is at least as favorable as that provided to other similarly situated executives of the Company. The Executive shall receive other paid time off in accordance with the Company's policies for executive officers as such policies may exist from time to time.

8.            Benefits. Executive’s entitlement to the benefit schemes of SCC shall be in accordance with the applicable law and as per SCC policies in force from time to time. Executive is entitled to join the benefit schemes of SCC, which may include health or other insurance packages, if SCC decides to offer these to its employees. Executive understands that, if offered, the terms of these schemes may be changed from time to time by SCC and agrees to keep him/herself informed of the same. In addition to benefits offered broadly across the Company, Executive, to the extent allowed by law, shall be entitled to participate in such additional benefits and benefit plans as the Company elects to make available to its senior level executives including, without limitation, retirement/savings/deferred compensation benefits, other non-qualified deferred compensation plan, supplemental executive medical and life insurance, company-paid financial/tax/estate planning services, legal planning services.

9.            Other Benefits. Executive will be entitled to a company car and club memberships, as determined by the Board will be reimbursed for any related expenses in accordance with the Agreement. Executive shall be entitled to Business Class air travel for trips more than five hours in length. If no Business Class is available, Executive may travel First Class.

10.         Cash in Lieu of Benefits. Executive, in his or her discretion may elect not participate in one or more of the Company’s benefit schemes or accept on or more of the benefits contemplated hereby. In such even, Executive, be entitled to receive, as additional compensation, the cost to the company of any such foregone benefits, to the extent such costs are determinable by the Company without unreasonable effort or expense.

11.         Signing Bonus. Executive shall be entitled to receive a one-time payment of equal to his or her then-current Annual Base Salary , which amount shall become due and payable, in a lump sum net of all applicable withholding taxes, within sixty (60) days after the closing of the sale of the Company’s equity securities in the aggregate amount of no less than Five Million Dollars (US$5,000,000). The parties acknowledge and agree that the payment provided for hereby is in recognition of Executive’s efforts on behalf of the Company during the period of two (2) years prior to the Effective Date and that, as such, such payment shall be due, payable and nonrefundable without regard to whether the Executive remains in the employ of the Company.

ATTACHMENT B

To

FOUNDERS EMPLOYMENT AGREEMENT

CONFIDENTIAL INFORMATION AND INTELLECTUAL PROPERTY PROTECTION 

AGREEMENT

This Confidential Information and Intellectual Property Protection Agreement (this Agreement”) is effective as of the 1st day of July 2020 (the “Effective Date”) by and between Seismic Capital Company (“SCC” or the “Company”), a company incorporated under the laws of the State of Delaware with its principal executive offices at 11271 Ventura Boulevard, Suite 479, Los Angeles, CA 91604 and Alice P. Neuhauser, an individual with an address of 1466 11^th St., Manhattan Beach, CA 90266 (“Executive”). It is made and entered into in connection with the Founders Employment Agreement of even date herewith between those parties (the “Executive Agreement”).

RECITALS

WHEREAS, Executive has been employed by the Company as Chief Financial Officer and, in the performance of Executive’s duties in such capacity, Executive will acquire Confidential Information and Trade Secrets relating to the Company’s business (or that of its Affiliates or Customers) (as each such capitalized term is defined herein) and Executive may develop copyrightable works, inventions or improvements relating to the Company’s (or its Affiliates’) products and business; and

WHEREAS, it is the understanding between the Company and Executive that the Company shall have certain rights in such Confidential Information, Trade Secrets, copyrightable works, inventions and improvements.

NOW, THEREFORE, in consideration of the Company’s agreement to employ Executive and the salary and other compensation paid to Executive by the Company during Executive’s employment by the Company, Executive agrees as follows:

(a)            “Affiliate” with respect to a specified Person, means any other Person (a) directly or indirectly controlling, controlled by or under common control with such specified Person; or (b) who is a Relative of such Person or their Affiliate; provided, however, that, for purposes of this definition, the terms “controlling”, “controlled by” or “under common control with” mean 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, by Contract or otherwise, or the power to elect or appoint a majority of the directors, managers, partners or other individuals exercising similar authority with respect to such Person;

(c)            “Confidential Information” shall include any information that the Company deems proprietary or confidential including, but is not limited to, any information concerning the Company’s accounts, sales, sales volume, sales methods, sales proposals, customers or prospective customers, prospect lists, Company manuals, formulae, products, processes, methods, financial information or data, compositions, ideas, improvements, inventions, research, computer programs, computer related information or data, system documentation, software products, patented products, copyrighted information, knowhow and operating methods and any other trade secret or proprietary information belonging to the Company or relating to the Company’s affairs that is not public information.

(d)            “Customer(s)” shall mean any individual, corporation, partnership, business or other Person, whether for-profit or not-for-profit (i) whose existence and business is known to Executive as a result of Executive’s access to the Company’s business information, Confidential Information, customer lists or customer account information (including any Person to whom the Company makes a written proposal to provide services during the term of the Executive’s employment with the Company); (ii) that is a business entity or individual with whom the Company has a valid and subsisting contract as of the date of this Agreement; or (iii) a business entity or individual with whom the Company enters into a valid contract during the term of this Agreement;