EXHIBIT Board Service Agreement Patrick Mokros Chief Operating Officer Groovy Company, Inc. (GROO) | Annual Report on Form 10-K | Fiscal Year Ended December 31, 2025 BOARD OF DIRECTORS SERVICE AGREEMENT AND RESTRICTED STOCK PURCHASE AGREEMENT Groovy...
EXHIBIT
10.9
____________________________________________________________________________
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Chief Operating Officer
Groovy Company, Inc. (GROO) | Annual Report on Form 10-K | Fiscal Year Ended December 31, 2025
BOARD OF DIRECTORS SERVICE AGREEMENT
AND RESTRICTED STOCK PURCHASE AGREEMENT
Groovy Company, Inc., d/b/a OTCM Protocol - ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ - Chief Operating Officer
Effective Date: January 1, 2026 | 15,000,000 Series A Preferred Shares | 3-Year Vesting | 1-Year Cliff
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PART I: BOARD OF DIRECTORS SERVICE AGREEMENT
This Board of Directors Service Agreement (the “Agreement”) is entered into as of January 1, 2026 (the “Effective Date”), between GROOVY COMPANY, INC., a Wyoming corporation d/b/a OTCM Protocol (the “Company”), and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (“Director”).
WHEREAS, the Company desires to appoint ▇▇▇▇▇▇▇ to serve as a member of its Board of Directors; and
WHEREAS, ▇▇▇▇▇▇▇ desires to serve as a director of the Company and to purchase Series A Preferred Stock subject to the terms of Part II of this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants herein, the parties agree as follows:
ARTICLE 1: APPOINTMENT AND TERM
1.1 Appointment
The Company hereby appoints ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ to serve as a member of the Board of Directors of the Company (the “Board”), effective January 1, 2026, and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ accepts such appointment.
1.2 Term
Director shall serve until the next annual meeting of stockholders or until their successor is ▇▇▇▇ elected and qualified, or until their earlier resignation, removal, or death. Director may be re-elected for successive terms.
1.3 Title and Capacity
Director serves concurrently in the capacity of Chief Operating Officer of the Company pursuant to a separate Employment Agreement (Exhibit 10.9 predecessor). This Board Service Agreement governs Director’s obligations and equity rights in their capacity as a director and is separate from and in addition to the Employment Agreement.
ARTICLE 2: BOARD DUTIES AND RESPONSIBILITIES
2.1 General Duties
Director shall perform all duties customarily associated with the position of director of a Wyoming corporation, including:
• Attending and participating in all regular and special meetings of the Board of Directors
• Reviewing and acting upon all matters brought before the Board in accordance with the Company’s Bylaws and Articles of Incorporation
• Acting in good faith and in a manner reasonably believed to be in the best interests of the Company and its stockholders
• Exercising fiduciary duties of care and loyalty as required under Wyoming law
• Serving on Board committees as assigned, including Audit, Compensation, and Governance committees
• Reviewing all materials distributed in connection with Board meetings and being prepared to discuss and act upon such matters
2.2 Specific Governance Duties
In addition to general director duties, Director shall:
• Review and approve the Company’s annual budget, strategic plan, and significant capital expenditures
• Review and approve executive compensation, including salary adjustments, equity grants, and bonus plans
• Oversee the Company’s SEC reporting obligations, including annual reports on Form 10-K and quarterly reports on Form 10-Q
• Review and approve all related-party transactions to ensure arm’s-length fairness
• Oversee the Company’s compliance with applicable federal and state securities laws and regulations
• Monitor and oversee the Company’s OTCM Protocol platform development, go-to-market strategy, and $20,000,000 Security Token Offering
• Oversee internal controls, financial reporting integrity, and risk management
2.3 Compliance Obligations
Director agrees to comply with:
• The Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy (Exhibit 19 to the Annual Report on Form 10-K)
• The Company’s Code of Ethics and Conflict of Interest Policy
• All applicable SEC reporting requirements, including Section 16 reporting obligations (Forms 3, 4, and 5) for transactions in Company securities and ST22 Security Tokens
• The Company’s related-party transaction review procedures
ARTICLE 3: COMPENSATION AND EXPENSES
3.1 Director Compensation
Director’s compensation for Board service is provided through the equity grant set forth in Part II of this Agreement. No separate cash retainer or meeting fees are payable for Board service during the initial term of this Agreement, as the Director is also compensated pursuant to a separate Employment Agreement.
3.2 Expense Reimbursement
The Company shall reimburse Director for all reasonable and documented out-of-pocket expenses incurred in connection with attending Board meetings and performing Board duties, in accordance with the Company’s expense reimbursement policies.
3.3 D&O Insurance and Indemnification
The Company shall maintain Directors and Officers liability insurance covering Director’s service on the Board. The Company shall indemnify Director to the fullest extent permitted by Wyoming law for actions taken in good faith in the performance of Director’s duties as a member of the Board.
ARTICLE 4: CONFIDENTIALITY AND INTELLECTUAL PROPERTY
4.1 Confidential Information
Director acknowledges access to material nonpublic and proprietary information of the Company in the course of Board service and agrees to maintain strict confidentiality during and after the term of this Agreement, including all information relating to the OTCM Protocol platform, ST22 Security Token framework, financial condition, strategic plans, and issuer relationships.
4.2 Non-Solicitation
During Board service and for eighteen (18) months thereafter, Director shall not solicit any employee, contractor, customer, or business partner of the Company.
ARTICLE 5: TERMINATION OF BOARD SERVICE
5.1 Resignation
Director may resign from the Board at any time upon thirty (30) days’ written notice to the Chairman of the Board.
5.2 Removal
Director may be removed from the Board as provided in the Company’s Bylaws and the Wyoming Business Corporation Act.
5.3 Effect on Equity
Upon termination of Board service for any reason, vesting of the Shares shall be governed by Part II of this Agreement and the terms of the Restricted Stock Purchase Agreement.
ARTICLE 6: GENERAL PROVISIONS
6.1 Governing Law
This Agreement is governed by the laws of the State of Wyoming.
6.2 Arbitration
Disputes shall be resolved by binding arbitration under JAMS rules in Cheyenne, Wyoming.
6.3 Entire Agreement
This Agreement, together with Part II (RSPA) and all exhibits, constitutes the entire agreement between the parties regarding Director’s Board service and equity rights.
6.4 Amendment
DIRECTOR - CHIEF OPERATING OFFICER | |
▇▇▇▇ ▇▇▇▇▇▇▇ | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ |
Chief Executive Officer | Groovy Company, Inc. (GROO) |
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Signature: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ | Signature: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ |
Chief Executive Officer
Date: January 1, 2026
DIRECTOR
By: /S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Chief Operating Officer
Date: January 1, 2026
PART II: RESTRICTED STOCK PURCHASE AGREEMENT - SERIES A PREFERRED STOCK
This Restricted Stock Purchase Agreement (the “RSPA”) is entered into as of January 1, 2026, between GROOVY COMPANY, INC., a Wyoming corporation d/b/a OTCM Protocol (the “Company”), and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (“Purchaser”), and is incorporated into and forms Part II of the Board of Directors Service Agreement above.
ARTICLE 1: PURCHASE OF SHARES
1.1 Sale and Issuance
Subject to the terms of this RSPA, the Company hereby agrees to sell to ▇▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ agrees to purchase from the Company, FIFTEEN MILLION (15,000,000) shares of the Company’s Series A Preferred Stock (the “Shares”) at a purchase price of $0.001 per share, for an aggregate purchase price of FIFTEEN THOUSAND DOLLARS ($15,000.00) (the “Purchase Price”).
1.2 Payment
The Purchase Price shall be paid by check, wire transfer, or promissory note payable to the Company, concurrently with the execution of this RSPA.
1.3 Series A Rights
As a holder of Series A Preferred Stock, Purchaser shall be entitled to: (a) full voting rights at 100 Common share votes per Series A share; (b) permanent non-convertibility (the Company’s control block); (c) liquidation preference; (d) anti-dilution protection; and (e) preemptive rights for future issuances.
ARTICLE 2: VESTING SCHEDULE
2.1 Vesting
The Shares shall vest as follows - Vesting Commencement Date: January 1, 2026:
Period | Shares Vesting | Cumulative Shares | % Vested | Unvested |
Months 1–11 | 0 | 0 | 0% | 15,000,000 |
Month 12 (Cliff) | 5,000,000 | 5,000,000 | 33.33% | 10,000,000 |
Months 13–24 | 416,667/mo | 10,000,000 | 66.67% | 5,000,000 |
Month 36 (Full) | 416,667/mo | 15,000,000 | 100% | 0 |
2.2 Cliff Period
No Shares shall vest during the first twelve (12) months. If service terminates prior to January 1, 2027, all Shares shall be forfeited.
2.3 Continuous Service
Vesting is contingent upon Purchaser’s Continuous Service as an employee, officer, director, or consultant of the Company.
2.4 Acceleration
Change of Control (Double-Trigger): 100% acceleration if terminated without Cause or resignation for Good Reason within 12 months. Death or Disability: 50% of unvested Shares accelerate. Termination Without Cause: 12 months of additional vesting accelerates.
ARTICLE 3: COMPANY REPURCHASE RIGHT
3.1 Repurchase Right
If Purchaser’s Continuous Service terminates for any reason, the Company may repurchase all unvested Shares at $0.001 per share within ninety (90) days of termination.
ARTICLE 4: TRANSFER RESTRICTIONS
4.1 No Transfer of Unvested Shares
Purchaser shall not sell, assign, transfer, pledge, or otherwise dispose of any unvested Shares without the prior written consent of the Company.
4.2 Right of First Refusal
The Company shall have a right of first refusal on any proposed transfer of vested Shares.
4.3 Securities Law Compliance
All transfers are subject to applicable federal and state securities laws, including SEC Rule 144 holding period and volume limitations.
ARTICLE 5: SECTION 83(b) ELECTION
PURCHASER - CHIEF OPERATING OFFICER | |
▇▇▇▇ ▇▇▇▇▇▇▇ | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ |
Chief Executive Officer | Groovy Company, Inc. (GROO) |
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|
Signature: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ | Signature: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ |
Date: January 1, 2026
PURCHASER
By: /S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Chief Operating Officer
Date: January 1, 2026
EXHIBIT A - STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto Groovy Company, Inc. d/b/a OTCM Protocol (the “Company”) _________________ shares of the Series A Preferred Stock of the Company standing in the undersigned’s name, and hereby irrevocably appoints the Secretary of the Company as attorney-in-fact to transfer said shares with full power of substitution.
This Stock Assignment may be used only in connection with the Company’s exercise of its Repurchase Right under the RSPA.
Date: January 1, 2026
Signature: /S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Chief Operating Officer
EXHIBIT B - VESTING SCHEDULE SUMMARY
Director: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Chief Operating Officer
Vesting Commencement Date: January 1, 2026
Total Shares Granted: 15,000,000 Series A Preferred
Equity Percentage: 15% of Series A (100,000,000 authorized)
Purchase Price: $0.001 per share / $15,000.00 aggregate
Full Vesting Date: January 1, 2029
Cliff Date: January 1, 2027
83(b) Election Deadline: January 31, 2026 (ABSOLUTE - cannot be extended)
Acceleration Provisions:
• Change of Control (Double-Trigger): 100% acceleration if terminated without Cause or for Good Reason within 12 months of Change of Control
• Death or Disability: 50% of unvested shares accelerate immediately
• Termination Without Cause / Good Reason: 12 months of additional vesting accelerates
Period | Shares Vesting | Cumulative Shares | % Vested | Unvested |
Months 1–11 | 0 | 0 | 0% | 15,000,000 |
Month 12 (Cliff) | 5,000,000 | 5,000,000 | 33.33% | 10,000,000 |
Months 13–24 | 416,667/mo | 10,000,000 | 66.67% | 5,000,000 |
Month 36 (Full) | 416,667/mo | 15,000,000 | 100% | 0 |