AIBOTICS, INC.

Summary Compensation Table

The following table sets forth, for each of our last two completed fiscal years, the dollar value of all cash and noncash compensation earned by any person who was our principal executive officer and each of our three most highly compensated other executive officers or persons who were serving in such capacities during the preceding fiscal year (“Named Executive Officers”):

Executive Employment Agreements

On November 17, 2021, AIBotics entered into an Executive Consulting Agreement (the “AIBotics Consulting Agreement”), with Benjamin Kaplan (“BK”) to serve as the Company’s CEO for an initial term of 36 months. As of December 31, 2024 and 2023, the Company had cash compensation outstanding as accrued expense - related party due to the AIBotics Consulting Agreement of $864,000 and $576,000, respectively. During the years ended December 31, 2024 and 2023, the Company recognized $0 and $635, respectively, of stock-based compensation from Warrants issued in connection with the AIBotics Consulting Agreement. The Company records stock-based compensation on the consolidated income statement as general and administrative expense.

Significant terms of the AIBotics Consulting Agreement are as follows:

Annual Base Consulting Fee

Every calendar month the Company will pay the CEO a consulting fee of $24,000, with an annual total fee of $288,000.

Bonus Compensation Milestones

BK was granted a Warrant to purchase that number of shares of AIBotics common stock equal to 5% of the issued and outstanding AIBotics common shares, on a fully diluted basis. The Warrant had an exercise price of $0.01 per share and expired on November 16, 2023.

During the year ended December 31, 2023, the Company issued 1,922, respectively, vested AIBotics warrant shares in accordance with the Warrant valued at $635, (see Note 7 – Stockholders’ Equity).

The Company will pay the CEO a bonus in AIBotics restricted stock or restricted stock units based on the following EBITDA milestones. As of December 31, 2023, no EBITDA milestones were met, and no amounts have been recorded for the bonus milestones.

The Company will pay the CEO a bonus in restricted stock or restricted stock units based on the following AIBotics market capitalization by maintaining the below market cap for AIBotics for a period of 22 consecutive trading days:

Stock Grants – Significant Transactions

Upon the Company closing a Significant Transaction, the CEO shall be granted shares of AIBotics common stock or a new series of AIBotics preferred shares that is convertible into AIBotics common stock equal to 5% of the value of all the consideration, including any stock, cash or debt of such completed transaction. A “Significant Transaction” shall mean a financing of at least $500,000 or the closing of an acquisition with a valuation of at least $1,000,000 for AIBotics. During the years ending December 31, 2024 and 2023, the Company did not grant any shares in relation to a Significant Transaction.

Outstanding Equity Awards at Fiscal Year End

Other than pursuant to the Kaplan Agreement, we do not have any outstanding equity awards, pension plans, or other pension benefits, and there are no potential change-of-control payouts to any person.

Other than pursuant to the Kaplan Agreement, we do not provide any long-term incentives, any stock options or awards, or any kind of additional equity awards.

Director Compensation

Two members of our board of directors received compensation during the current fiscal year. The two board members received a total compensation of $100,000 and $60,000 per annum, paid in equal quarterly installments respectively. The payment can be made in either cash or shares of the Company’s common stock. In 2024 and 2023, the company incurred expenses of $160,000 and $160,000, respectively.