{"url_path":"/sec/chai/10-k/2026/item-6","section_key":"item-6","section_title":"Item 6 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1649009/0001493152-26-023908-index.html","accession_number":"0001493152-26-023908","cik":"0001649009","ticker":"CHAI","issuer_name":"Core AI Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1649009/0001493152-26-023908-index.html","primary_entity_key":"0001649009","primary_entity_name":"Core AI Holdings, Inc."},"word_count":5463,"has_tables":true,"body_markdown":"**ITEM\n6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES**\n\n \n\n**A.**\n**Directors\nand Senior Management**\n\n \n\nSet\nforth below is information concerning our directors, executive officers, and other key employees.\n\n \n\n**Name**\n \n**Age**\n \n**Position(s)**\n\nAitan Zacharin\n \n\n42\n\n \n\nChief Executive Officer and Director\n\nGerald\nBernstein\n \n63\n \nChief\nFinancial Officer\n\nMarc Seelenfreund\n \n\n59\n\n \nDirector\n\nLuisa Ingargiola\n \n\n58\n\n \nDirector\n\nThomas Tarala\n \n59\n \nDirector\n\nMordechai Stenge\n \n\n47\n\n \nDirector\n\n \n\n**Aitan Zacharin** has served as our Chief Executive\nOfficer and a director since completion of the Merger on October 3, 2025. He has served as Chief Executive Officer and a director of Core\nGaming since its formation in May 2024. Mr. Zacharin is a seasoned executive with broad knowledge in building and managing businesses\nacross the biopharmaceutical, healthcare, technology, and consumer products (“CPG”) sectors. Mr. Zacharin has founded and\noperated multiple companies, from seed stage to listing on U.S. stock exchanges, with collective valuations of over $1.5 billion.\n\n \n\nFrom\nMarch 2011 to November 2012, Mr. Zacharin was the Chief Marketing Officer, Chief Information Officer and a Director of Fuse Science Inc.,\na biotech and CPG company that developed patented technologies to deliver medicines faster and more efficiently into the body. Mr. Zacharin\nwas instrumental in securing distribution through big box retailers, and led the launch of the Powered By Fuse brand and the celebrity\nand professional athlete endorsement marketing programs. In 2014 he joined the board of directors of MediClic and led the negotiation\nof a buyout offer by global telehealth leader Teladoc Health, Inc. (NYSE: TDOC). In 2018, Mr. Zacharin co-founded and since such time\nhas served as the Chief Executive Officer and a Director of The Greater Cannabis Company, Inc. (d/b/a GCANRx), a publicly traded biopharmaceutical\ncompany focused on novel therapeutics for neuropsychiatric disorders. In this role, he led the regulatory approval of a double-blind\nPhase 2 clinical study for autism spectrum disorders. In 2019, Mr. Zacharin co-founded a predecessor company of, and from April 2022\nto February 2025 served as the Head of Investor Relations for, Connexa Sports Technologies Inc. (f/k/a Slinger Bag Inc.) (Nasdaq: YYAI).\nFrom 2019 to November 2024, Connexa was a connected sports equipment and technology company. In his role as Head of Investor Relations,\nhe oversaw multiple capital raises as well as the development and implementation of a comprehensive public relations and investor relations\nstrategy, facilitating a June 2022 uplisting to Nasdaq. In November 2024, pursuant to a merger transaction, Connexa switched its business\nmodel to operating in the emerging love and marriage market sector. In 2020, he led an investor group and negotiated an acquisition of\nVogue Recovery Center, a multi-state operator offering substance abuse disorders treatment at locations in Nevada, Arizona and California.\nBetween 2022 and 2024, he served as a strategic advisor for a number of Nasdaq issuers seeking strategic alternatives, such as Fusion\nFuel Green PLC (Nasdaq: HTOO) and LQR House Inc. (Nasdaq: YHC), and led efforts to identify targets, structure mergers and facilitate\nbusiness combinations. Mr. Zacharin holds dual degrees from the University of South Florida and actively serves on various boards, both\nprofessionally and philanthropically. Zacharin holds dual degrees from the University of South Florida and actively serves on various\nboards, both professionally and philanthropically.\n\n \n\nWe believe that Mr. Zacharin is qualified to serve\non the Board given his vast experience in serving as director and a C-level executive of multiple global corporations in various industries,\nin addition to his experience in the capital markets, mergers and acquisitions, and public markets.\n\n \n\n**Gerald\nBernstein** has been Chief Financial Officer of the Company since July 2016. Prior to joining the Company, Mr.\nBernstein was the VP Finance of Pazazz Printing Inc., a printing and fulfillment service to\nensure a seamless flow throughout projects including printing, graphic design, direct marketing, fulfillment and logistics, from July 2015 until June 2016.\nPreviously, Mr. Bernstein served as the VP Finance of Amcor Holdings Inc., an international real\nestate development and management company, from July 2013 until February 2015. From September 2003 until July 2015, Mr. Bernstein was a self-employed certified public\naccountant consultant, working on various mandates in mortgage financing, tax planning, turnaround, process re-engineering and\nprivate equity due diligence. Mr. Bernstein holds a Bachelor of Commerce Degree and a Graduate Diploma in Public Accountancy from\nMcGill University. Mr. Bernstein has been a member of the Canadian Institute of Chartered Professional Accountants since\n1987.\n\n \n\n**Marc Seelenfreund**,\nserved as Chief Executive Officer of the Company from July 2015, when it acquired the Siyata Mobile Business until October 3, 2025,\nwhen the Merger was closed. He has also served on the board of directors since July 2015. Mr. Seelenfreund has over 20 years’\nexperience in the telecom and cellular arena as founder of a leading telecom distribution company representing multiple global\ntelecom vendors. From August 2004 to July 2015, he was the Chief Executive Officer of Accel Solutions Group Ltd. (TASE: ACCL), a key\nimporter and integrator of advanced telecom equipment into the Israeli telecom market. Accel’s products and services included\nimporting and distribution of mobile devices, including smartphones and feature phones, integration of cloud software, and\ndistribution and integration of networking equipment including routers and mobile broadband solutions. Marc Seelenfreund received a\nlaw degree from Bar Ilan University and is the Chairman of Ono Academic College.\n\n \n\nWe believe that Mr. Seelenfreund’s knowledge\nof the Company’s legacy business and experience as Chief Executive Officer of an SEC reporting company for the last 10 years, qualifies\nhim to continue to serve as a director of the Company.\n\n \n\n**Luisa Ingargiola** joined the board of directors\non October 3, 2025, upon completion of the Merger. She has served as the Chief Financial Officer of Avalon GloboCare Corp. (Nasdaq: ALTB)\nsince February 2017. Ms. Ingargiola has served as a director and audit committee chair of Vision Marine Technologies, Inc. (Nasdaq: VMAR)\nsince December 2020, BioCorRx Inc. (OTCQB: BICX) since April 2018, a director of Fusion Fuel Green PLC (Nasdaq: HTOO) since February 2025,\nwhere she serves as Chair of the audit committee and a member of the nominating and compensation committees, and as a director of Dragonfly\nEnergy Holdings Corp. (Nasdaq: DFLI) since June 2021. Ms. Ingargiola was also a director and audit committee chair of AgEagle Aerial Systems\nInc. (NYSE American: UAVS) from May 2018 to November 2022 and the Company from December 2020 to December 2021, and served as a director\nof Xos, Inc. from March 2024 to June 2025, ElectraMeccanica Vehicles Corp. from March 2018 to March 2024 (when it was acquired by Xos),\nand Progress Acquisition Corp. from November 2020 to February 2023. Ms. Ingargiola graduated from Boston University with a bachelor’s\ndegree in business administration and a concentration in Finance. She also received a Master of Health Administration from the University\nof South Florida.\n\n \n\nWe believe that Ms. Ingargiola’s knowledge of\naccounting and SEC reporting requirements as a result of her service as Chief Financial Officer of a public company and as a director\nand audit committee chair of other public companies qualifies her to serve on our board of directors.\n\n \n\n**Thomas Tarala** joined the\nboard of directors on October 3, 2025, upon completion of the Merger. Since November 2024, he has served as Chief Executive Officer\nand a director of AIRWA, Inc., a Nasdaq-listed company that, through its subsidiary, operates a proprietary AI\nmatchmaker application designed to integrate with existing “Big Data” models and to provide an ability to connect to\nother larger AI models. Mr. Tarala has 30 years of international corporate finance experience in New York, London, and Hong Kong,\nincluding as a partner at two leading international law firms. At Baker & McKenzie from March 2022 to May 2024 and Hogan Lovells\nearlier in his career, Mr. Tarala led U.S. securities practices in Hong Kong, advising on equity and debt transactions, as well as\ncross-border joint ventures involving companies listed on Nasdaq. With a particular focus on the technology sector, he acted for\ncompanies and investment banks in Mainland China, Hong Kong, and Southeast Asia, including on award-winning transactions in the\nregion.\n\n \n\n49\n\n \n\n \n\nAs General Counsel of HNA Group (International) Company\nLimited, the overseas headquarters of one of the largest private conglomerates in China, from July 2017 to March 2022, Mr. Tarala worked\nclosely with the business teams on a wide range of corporate and finance transactions, including multi-billion dollar acquisitions and\ndivestments of household-name companies, the sale of airlines, and a range of investments ranging from New York and London skyscrapers\nto global technology companies, as well as numerous companies that were number one globally in their respective fields.\n\n \n\nMr. Tarala graduated *magna cum laude* and\nPhi Beta Kappa from Georgetown University with a Bachelor of Science degree in Foreign Service and holds a Juris Doctor degree from the\nUniversity of Virginia School of Law. He speaks English, French, Spanish, and Mandarin and is qualified to practice law in New York, Connecticut,\nFlorida, England and Wales, and Hong Kong.\n\n \n\nWe believe that Mr. Tarala’s qualifications\nto serve on the Board include his experience with technology companies as well as his knowledge and experience of SEC reporting and Nasdaq\nrequirements, including as a current director and Chief Executive Officer of a Nasdaq-listed company.\n\n \n\n**Mordechai Stenge** joined the board of directors\non October 3, 2025, upon completion of the Merger. He is a co-founder and since October 2021 has served as the Chief Financial and Chief\nOperating Officer of TextGrid, Ltd., a technology communications platform, where he oversees the company’s strategic operations,\ncost structure optimization, financial modeling, and infrastructure scaling to support its growth. Mr. Stenge has also served as Chief\nFinancial and Chief Operating Officer at Patient Communicator Ltd., which provides patient engagement software that helps dental and medical\npractices dramatically reduce no-shows, increase revenues, and optimize office efficiency, since May 2017. He also served as Chief Operating\nOfficer of The Greater Cannabis Company, Inc., from January 2023 to January 2024. In this role, he advised the executive team on financial\nstrategy, operational efficiency, and market expansion. Prior to that Mr. Stenge served as Chief Operating Officer of Cantek Global, Ltd.,\nwhich imports, develops, stores, packages and distributes medical cannabis products, from January 2020 to February 2022, where he managed\nfinancial resource allocation and strategic planning for IT investments and ensured the efficient capital deployment for technology operations.\n\n \n\nWe believe that Mr. Stenge brings a strong blend of\noperational leadership, financial strategy, and growth management experience that qualifies him to serve as a director. Over the course\nof his career, he has held multiple executive roles as discussed above, particularly as co-founder and Chief Financial Officer at TextGrid\nand Chief Financial/Operations Officer at Patient Communicator. These roles have required deep engagement with financial oversight, cost\ncontrols, financial reporting, liaising with accounting and financial consultants, provide internal control and governance oversight,\nand involve him assisting with crisis management—key competencies for effective board-level governance. He also has direct experience\nin managing cross-functional teams and leading company-wide transformations that delivered measurable financial outcomes, such as doubling\nrevenue and reducing churn through realigned customer success initiatives, and generating a 200% return on investment, through performance-driven\ndigital marketing strategies. These collective experiences, particularly in finance, directly align with the oversight responsibilities\nof a director, and we are confident in his ability to add value to the Company in that capacity.\n\n \n\nThere is\nno family relationship between any of our directors or executive officers.\n\n \n\nOur board of directors has determined\nthat Ms. Ingargiola and Messrs. Tarala and Stenge qualify as “independent directors” within the meaning of Nasdaq’s\nrules. The Company’s audit committee consists of Ms. Ingargiola as Chair and Messrs. Stenge and Seelenfreund. The Company’s Compensation\nCommittee consists of Mr. Stenge (Chair) and Mr. Seelenfreund.\n\n \n\nAs\nof December 31, 2025, 1 Common Shares reserved for the exercise of awards granted under the Plan. In addition, as of December 31,\n2025, options to purchase 1 Common Shares were issued and outstanding, out of which options to purchase 1 Common Shares were vested\nas of that date, with an average exercise price of $138,000. Exercise prices in CAD$ are translated into U.S. dollars at the rate of\nCAD$ = U.S. $1.3, based on the closing rate of exchange between the CAD$ and the U.S. dollar as reported by Bank of Canada on May\n15, 2026 In addition, RSUs to purchase 6 Common Shares were issued and outstanding at December 31, 2025, out of which RSUs to\npurchase 6 Common Shares were vested as of that date.\n\n \n\n**B.**\n**Compensation**\n\n \n\n**Executive\nCompensation**\n\n \n\nThe\nfollowing table sets forth certain information with respect to compensation, for the year ended December 31, 2025, earned by or paid\nto our chief executive officer and principal executive officer, our principal financial officer, and our executive officers.\n\n \n\n  \nSalary  \nBonus  \nOption\nAward  \nTotal \n\n**Aitan Zacharin** \n$137,500  \n    \n    \n$137,500 \n\nGerald Bernstein \n$253,769  \n$40,000  \n$0  \n$293,769 \n\nMarc Seelenfreund \n$300,000  \n 288,900  \n$0  \n$588,900 \n\nSean Timsit \n$109,059  \n    \n    \n$109,059 \n\nGidi Bracha \n$152,250  \n -  \n$0  \n$152,250 \n\nGlenn Kennedy \n$142,213  \n -  \n$0  \n$142,213 \n\nTotal \n$1,094,7911  \n$328,900  \n$--  \n$1,423,691 \n\n \n\n50\n\n \n\n \n\n**2025\nOutstanding Option Awards at Fiscal Year Ended**\n\n \n\nName \nNumber of securities underlying unexercised options (#)  \nEquity incentive plan awards: Number of securities underlying unexercised unearned options (#)  \nOption exercise price\n$USD  \nOption expiration date \nNumber of shares or units of stock that have not vested (#)  \nMarket value of shares of units of stock that have not vested ($)  \nEquity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#)  \nEquity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($) \n\nMarc Seelenfreund \n 1  \n 0  \n    \n$756,000  \n15-Nov-25 \n 0  \n 0  \n 0  \n 0 \n\n  \n 14  \n    \n    \n N/A  \nN/A \n 0  \n 0  \n 0  \n 0 \n\n  \n 15  \n 0  \n    \n    \n  \n 0  \n 0  \n 0  \n 0 \n\n  \n    \n    \n    \n    \n  \n    \n    \n    \n   \n\nGerald Bernstein \n 2  \n    \n    \n N/A  \nN/A \n 0  \n 0  \n 0  \n 0 \n\n  \n 2  \n    \n    \n    \n  \n 0  \n 0  \n 0  \n 0 \n\n  \n    \n    \n    \n    \n  \n    \n    \n    \n   \n\nGlenn Kennedy \n 1  \n    \n    \n$138,600  \n12-Jul-27 \n 0  \n 0  \n 0  \n 0 \n\n  \n 1  \n    \n    \n$138,600  \n13-Apr-27 \n 0  \n 0  \n 0  \n 0 \n\n  \n 2  \n 0  \n    \n    \n  \n 0  \n 0  \n 0  \n 0 \n\n  \n    \n    \n    \n    \n  \n    \n    \n    \n   \n\nGidi Bracha \n    \n    \n    \n    \n  \n -  \n -  \n -  \n - \n\n  \n 2  \n    \n    \n N/A  \nN/A \n 0  \n 0  \n 0  \n 0 \n\n  \n 2  \n    \n    \n$138,600  \n13-Apr-27 \n 0  \n 0  \n 0  \n 0 \n\n  \n 4  \n 0  \n    \n    \n  \n 0  \n 0  \n 0  \n 0 \n\n  \n    \n    \n    \n    \n  \n    \n    \n    \n   \n\nLourdes Felix \n 1  \n 0  \n$   \n N/A  \n15-Nov-25 \n 0  \n 0  \n 0  \n 0 \n\n  \n 1  \n 0  \n    \n    \n  \n 0  \n 0  \n 0  \n 0 \n\n****\n\n \n\n**Employment and Consulting Agreements**\n\n** **\n\n**Aitan Zacharin**\n\n** **\n\nAt the closing of the Merger on\nOctober 3, 2025, we entered into an employment agreement with Aitan Zacharin pursuant to which he serves as our Chief Executive\nOfficer. Mr. Zacharin’s employment agreement provides for an initial term of five years ending on October 3, 2030, and\nautomatically renews for an additional five-year term unless he provides the Company with written notice of termination prior to the\nexpiration of the initial term. The agreement provides for an initial annual base salary of $550,000, subject to increases on\nJanuary 1 of each year if and to the extent that the Company’s annual revenue for immediately preceding calendar year falls\nwithin the corresponding band set forth therein, which ranges from $650,000 if annual revenue is at least $100 million to $1.5\nmillion if annual revenue exceeds $400 million. The agreement also provides that Mr. Zacharin will have the opportunity to earn an\nannual performance bonus, with the target annual bonus based on annual revenue for the prior year, ranging from an amount equal to\n50% of his base salary if annual revenue is below $100 million and 100% of his base salary if annual revenue is at least $100\nmillion to 250% of base salary if annual revenue is greater than $500 million, provided that the target annual bonus will not\nsubsequently decrease even if there is a decrease in annual revenue in a future year, and subject to upward or downward adjustment\nbased on the achievement of Company and/or individual performance goals as determined by the Compensation Committee of our board of\ndirectors. Mr. Zacharin is also eligible to receive, subject to approval by the Compensation Committee, annual equity awards in the\nform of stock options, restricted stock, or a combination thereof, with a grant-date valuation equal to 100% of his then-current\nbase salary.\n\n \n\n51\n\n \n\n \n\nPursuant to the terms of his employment agreement,\nthe Company may terminate Mr. Zacharin’s employment and his employment agreement for Cause, as defined in the agreement, or without\nCause pursuant to mutual agreement in writing, and Mr. Zacharin may terminate his employment with Good Reason, as defined in the agreement,\nor without Good Reason with the prior written consent of the Company upon 21 days’ prior written notice to the Company. Zacharin’s\nemployment and the agreement will also terminate upon Mr. Zacharin’s death or his failure to be able to perform his duties for at\nleast 60 days by reason of disability, as described in the agreement. Upon termination by the Company without Cause or by Mr. Zacharin\nfor Good Reason, in either case outside of a Change in Control (as defined in the agreement), Mr. Zacharin is entitled to receive: (i)\na lump sum cash payment equal to 36 months of his then-current base salary; (ii) a prorated portion of his target annual bonus for the\nyear in which the termination occurs, based on the number of days elapsed in such fiscal year through the date of his termination, payable\nin a lump sum; (iii) continued healthcare coverage for him and his eligible dependents at the Company’s expense (or a cash payment\nin lieu thereof) for a period of 36 months following termination; and (iv) accelerated vesting of any then-outstanding equity or long-term\nincentive awards to the extent set forth in the applicable award agreement. If Mr. Zacharin’s employment is terminated by the Company\nwithout Cause or by Mr. Zacharin for Good Reason, in either case within two years after a Change in Control, then Mr. Zacharin is entitled\nto receive: (i) a lump sum cash payment equal to 60 months of his then-current base salary; (ii) continued health coverage for him and\nhis eligible dependents at the Company’s expense (or a cash payment in lieu thereof) for a period of 36 months following his termination;\n(iii) a lump sum special bonus equal to 5% of the market capitalization of the Company (on a fully diluted basis) or, in the event of\na Change in Control involving a surviving corporation, 5% of the increased valuation of the surviving corporation (as determined by the\ndefinitive agreement or highest market cap within 30 days post-transaction), payable in cash, restricted stock, or a combination thereof,\nat Mr. Zacharin’s election within 15 days following his termination date; and (iv) fully accelerated vesting of all outstanding\nequity and long-term incentive awards, and any unexercised portion of such awards shall remain exercisable for their remaining term. All\nsuch termination payments are subject to Mr. Zacharin’s execution and non-revocation of a general release of claims in favor of\nthe Company within 60 days following his termination. The agreement also contains confidentiality, non-competition, non-solicitation and\nnon-disparagement provisions.\n\n****\n\n****\n\n****\n\n** **\n\n**Marc Seelenfreund**\n\n \n\nFrom February 26, 2025 until December\n31, 2025, the Company was party to a consulting agreement with BSD Capital Partners Ltd., pursuant to which Marc Seelenfreund,\nserved as Chief Executive Officer of the Company until the October 3, 2025 closing of the Merger and from that time until the December 31, 2025 disposition of the\nSiyata Mobile Business, as the Chief Executive Officer of the Company’ Siyata PTT Incorporated subsidiary. The consulting agreement\nprovided for an annual fee of $360,000 and a severance payment of $1,000,000, which the Company intends to pay as cash flow and/or capital\nraising permits.\n\n**** \n\n**Gerald\nBernstein**\n\n \n\nThe Company is party to an\nemployment agreement with Gerald Bernstein with a term expiring on December 31, 2026, pursuant to he serves as our Chief Financial\nOfficer at an annual base salary currently fixed at USD$225,000. The employment agreement is automatically renewed for a two year\nterm. The employment agreement with Mr. Bernstein also contains change of control provisions such that if the Bernstein Employment\nAgreement is terminated without good cause by us or Mr. Bernstein is constructively dismissed within six months of a change of\ncontrol, Mr. Bernstein will receive a lump-sum payment equal to two years’ worth of salary.\n\n \n\n**Non-Employee Director Compensation**\n\n \n\nThe\nfollowing table sets forth information regarding compensation earned during the year ended December 31, 2025 by our non-employee\ndirectors who served as directors during such year.\n\n \n\nName \nSalary  \nBonus  \nOption\nAwards  \nTotal \n\nLuisa Ingargiola \n$12,192  \n     \n        \n$12,192 \n\nMordechai Stenge \n 12,192  \n    \n    \n 12,192 \n\nThomas Tarala \n 12,192  \n    \n    \n 12,192 \n\nSteve Ospalak \n 57,750  \n    \n$-  \n$57,750 \n\nGary Herman \n 127,440  \n    \n -  \n 145,337 \n\nAitan Zacharin \n$49,500  \n    \n    \n 49,500 \n\nCampbell Becher \n$55,518  \n$20,000  \n    \n$75,518 \n\n  \n    \n    \n    \n   \n\nLourdes Felix \n 66,0000  \n$20,000  \n -  \n$86,000 \n\nTotal \n$394,944  \n 40,000  \n$-  \n$434,944 \n\n \n\nEffective\nNovember 1, 2020, Siyata entered into a two year consulting agreement with Stephen Ospalak, or, the Ospalak Consulting Agreement, pursuant\nto which Stephen Ospalak, as a member of the Board of Directors, will be paid an annual fee of $37,000. Additionally, Stephen Ospalak\nwas granted 29 stock options, to vest over 24 month period in 8 equal tranches beginning on the date of the grant, at $4,200 per share\nwith an expiry date of 5 years from the date of granting.\n\n \n\nEffective\nMarch 9, 2022, Siyata amended the consulting agreement with Stephen Ospalak, or, the Amended Ospalak Consulting Agreement, pursuant to\nwhich Stephen Ospalak, as a member of the Board of Directors, will be paid an annual fee of $97,000. Additionally, Stephen Ospalak was\ngranted 129 restricted stock units, RSU’s, to vest immediately. The term of the amended agreement is effective March 9, 2022 and\nexpired on March 8, 2024.\n\n \n\nEffective\nAugust 3, 2023 Steve Ospalak compensation was amended to $99,000 on an annual basis.\n\n \n\n52\n\n \n\n \n\nEffective\nAugust 29, 2024. Steve Ospalak resigned as director.\n\n \n\nEffective\nOctober 29, 2021, Siyata entered into a two year consulting agreement with Lourdes Felix, pursuant to which Lourdes Felix, as a member\nof the Board of Directors, will be paid an annual fee of $43,200.\n\n \n\nEffective\nAugust 3, 2023 Lourdes Felix compensation was amended to $99,000 on an annual basis.\n\n \n\nEffective\nMarch 9, 2022, Siyata amended the consulting agreement with Lourdes Felix, pursuant to which Lourdes Felix, as a member of the Board\nof Directors, will be paid an annual fee of $98,000. Additionally, Lourdes Felix was granted 1 RSU, to vest immediately. The term of\nthe amended agreement is effective March 9, 2022 and expires on March 8, 2024.\n\n \n\nEffective\nAugust 10, 2023, the Company entered into a consulting agreement with Gary Herman, pursuant to which as a member of the Board of Directors,\nwill be paid an annual fee of $99,000\n\n \n\nEffective\nJune 1, 2024, the Company increased Mr. Herman compensation from $99,000 per annum to $159,000 per annum as a result of his promotion\nto Chair of the Board effective May 15, 2024.\n\n \n\nEffective\nSeptember 1, 2024, the Company entered into a consulting agreement with Campbell Becher, pursuant to which as a member of the Board of\nDirectors, Mr. Becher will be paid an annual fee of $99,000 for the time that Mr. Becher is a director of the Company.\n\n \n\nEffective\nNovember 1, 2020, Siyata entered into a two year consulting agreement with Peter Goldstein, or, the Goldstein Consulting Agreement, pursuant\nto which Peter Goldstein, was paid an annual fee of $42,000.\n\n \n\nEffective\nMarch 9, 2022, Siyata amended the consulting agreement with Peter Goldstein, or, the Amended Goldstein Consulting Agreement, pursuant\nto which Peter Goldstein, was paid an annual fee of $97,000 for the time that Mr. Becher is a director of the Company. Additionally,\nPeter Goldstein was granted 1 RSU to vest immediately. The term of the amended agreement is effective March 9, 2022 and expires on March\n8, 2024. Peter Goldstein resigned effective May 15, 2024.\n\n \n\n**C.**\n**Board\nPractices**\n\n \n\n**Board\nof Directors Structure**\n\n \n\nOur\nboard of directors currently consists of five directors of which three of our directors have been determined to be “independent”\nwithin the meaning of Section 5605(a)(2) of the Nasdaq Listing Rules and meet the criteria for independence set forth in Rule 10A-3 of\nthe Exchange Act. Our articles provide that, so long as we are a public company, the board of directors\nmust be composed of the greater of three members and the number set by ordinary resolution of our shareholders, which was set at five\nmembers. Our directors serve until a successor has been duly elected and qualified unless the director was appointed by the board of\ndirectors, in which case such director holds office until the next following annual meeting of shareholders at which time such director\nis eligible for re-election. For more information on the date of expiration of each director’s term and the length of time each\ndirector has served, see “Item 6.A. Directors and Senior Management.” Our directors may be removed at any time, with or without\ncause, by a resolution of the shareholders’ meeting.\n\n \n\n**Terms\nof Directors and Executive Officers**\n\n \n\nEach\nof our directors holds office until a successor has been duly elected and qualified unless the director was appointed by the board of\ndirectors, in which case such director holds office until the next following annual meeting of shareholders at which time such director\nis eligible for re-election. All of our executive officers are appointed by and serve at the discretion of our board of directors.\n\n \n\n**Qualification**\n\n \n\nThere\nis currently no shareholding qualification for directors, although a shareholding qualification for directors may be fixed by our shareholders\nby ordinary resolution.\n\n \n\n**Insider\nParticipation Concerning Executive Compensation**\n\n \n\nNo\nexecutive officer of the Company is involved in determinations regarding executive officer compensation.\n\n \n\n53\n\n \n\n \n\n**Committees\nof the Board of Directors**\n\n \n\nWe\nhave established two committees under the board of directors: an audit committee and a compensation committee, and a nominating and\ncorporate governance committee, each of which acts pursuant to a charter governing the authority and responsibility of each\ncommittee. We have determined that Luisa Ingargiola, Marc Seelenfreund, Thomas Tarala and Mordechai Stenge will satisfy the\n“independence” requirements of Section 5605(a)(2) of the Nasdaq Listing Rules and Rule 10A-3 under the Exchange Act.\nEach committee’s members and functions are described below.\n\n \n\n**Audit\nCommittee**. Our audit committee consists of Luisa Ingargiola, Marc Seelenfreund and Mordechai Stenge. Ms. Ingargiola is Chair\nof our audit committee. Our board also has determined that Mordechai Stenge qualifies as an audit committee financial expert within the\nmeaning of the SEC rules or possesses financial sophistication within the meaning of the Nasdaq Listing Rules. The audit committee\noversees our accounting and financial reporting processes and the audits of the financial statements of our company. The audit\ncommittee is responsible for, among other things:\n\n \n\n \n●\nappointing\nthe independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors;\n\n \n\n \n●\nreviewing\nwith the independent auditors any audit problems or difficulties and management’s response;\n\n \n\n \n●\ndiscussing\nthe annual audited financial statements with management and the independent auditors;\n\n \n\n \n●\nreviewing\nthe adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and\ncontrol major financial risk exposures;\n\n \n\n \n●\nreviewing\nand approving all proposed related party transactions;\n\n \n\n \n●\nmeeting\nseparately and periodically with management and the independent auditors; and\n\n \n\n \n●\nmonitoring\ncompliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to\nensure proper compliance.\n\n** **\n\n**Compensation\nCommittee**. We follow home country rules with respect to the composition and responsibilities of our compensation committee.\nOur compensation committee consists of Marc. Seelenfreund and Mordechai Stenge. Mr. Stenge is Chair of our compensation committee. The compensation committee assists the board of directors in reviewing\nand approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. Our\nchief executive officer may not be present at any committee meeting during which his compensation is deliberated. The compensation\ncommittee is responsible for, among other things:\n\n \n\n \n●\nreviewing\nand approving the total compensation package for our most senior executive officers;\n\n \n\n \n●\napproving\nand overseeing the total compensation package for our executives other than the most senior executive officers;\n\n \n\n \n●\nreviewing\nand recommending to the board with respect to the compensation of our directors;\n\n \n\n \n●\nreviewing\nperiodically and approving any long-term incentive compensation or equity plans;\n\n \n\n \n●\nselecting\ncompensation consultants, legal counsel or other advisors after taking into consideration all factors relevant to that person’s\nindependence from management; and\n\n \n\n \n●\nreviewing\nprograms or similar arrangements, annual bonuses, employee pension and welfare benefit plans.\n\n \n\n54\n\n \n\n \n\n**Nominating\nand Corporate Governance Committee**. In accordance with home country rules (the province of British Columbia, Canada), we do not\nhave a nominating and corporate governance committee.\n\n \n\n**Code\nof Business Conduct and Ethics**\n\n \n\nOur\nboard of directors has adopted a “Code of Ethical Conduct.” The Code of Ethical Conduct establishes\nstandards of desired behaviors that apply to directors, senior management, all employees and contract workers, including the responsibility\nto be truthful, respect others, comply with laws, regulations and our policies, and engage in sales practices that are fair and not misleading.\n\n \n\nThe\nboard annually reviews the Code of Ethical Conduct and closely collaborates with management to set the tone from above and promote a\nstrong governance culture that influences Core AI at every level and across our business. Our Code of Ethical Conduct sets out fundamental\nprinciples that guide the board in its deliberations. It creates a frame of reference for properly addressing sensitive and complex issues,\nrequiring directors, senior management, and all employees and contract workers to report misconduct. Core AI encourages an open and transparent\nenvironment where team members can speak up and raise concerns without any form of retaliation.\n\n \n\n**Equity\nIncentive Plan**\n\n \n\nOn\nJanuary 6, 2022, our board of directors approved an amended and restated equity incentive plan (the “Plan”), which was approved by\nour shareholders at our annual general and special meeting on February\n14, 2022 The Plan permits the Company to issue stock options and restricted share units (“RSUs”) to eligible directors,\nofficers, employees, and consultants of the Company. The maximum number of Common Shares issuable under the Plan, together with any other\nsecurities-based compensation, may not exceed 15% of the number of the issued and outstanding Common Shares on a fully-diluted basis.\n\n \n\nStock\noptions are exercisable for Common Shares. The exercise price of each stock option shall not be less than the market price of the Common\nShares at the date of grant. Options can have a maximum term of ten years and typically terminate 30 days following the termination of\nthe optionee’s employment or engagement, except in the case of retirement or death. Vesting of options is at the discretion of\nour board of directors at the time the options are granted.\n\n \n\n55\n\n \n\n \n\nRSUs\nare redeemable for Common Shares, a cash amount in lieu thereof, or a combination of Common Shares and cash., less a discount of up to\n25%. RSUs typically terminate on the termination of the RSU holder’s employment or engagement, except in the case of retirement\nor death. Vesting of options is at the discretion of the Company’s board of directors at the time the options are granted.\nIn the event of a change of control, RSUs will immediately vest and be settled for Common Shares, a cash amount in lieu thereof, or a\ncombination of Common Shares and cash.\n\n \n\nAs\nof December 31, 2025, 1 Common Shares reserved for the exercise of awards granted under the Plan. In addition, as of December 31, 2025,\noptions to purchase 1 Common Shares were issued and outstanding, out of which options to purchase 1 Common Shares were vested as of\nthat date, with an average exercise price of $138,000.\n\n \n\n**D.**\n**Employees**\n\n \n\nAs\nof December 31, 2025, through our Newbyera operating subsidiary, we have a staff of 44 managing our operations by publishing apps, leveraging\nour BI platform, and coordinating with co-developers, among other things. Twelve of these individuals are full time employees and 21\nare independent contractors. Our operating subsidiary also uses more than 100 contractors on an ad hoc basis.\n\n \n\n**E.**\n**Share\nOwnership**\n\n \n\nSee\n“Item 7. Major Shareholders and Related Party Transactions-A. Major Shareholders.”\n\n \n\n**F.**\n**Disclosure\nof a Registrant’s Action to Recover Erroneously Awarded Compensation**\n\n \n\nPursuant\nto Exchange Act Rule 10D-1 and Nasdaq Rule 5608, on November 29, 2023, the Company adopted a Clawback Policy (the “Clawback\nPolicy”) providing that the Company will recover reasonably promptly the amount of erroneously awarded incentive-based\ncompensation in the event that the Company is required to prepare an accounting restatement due to the material noncompliance of the\nCompany with any financial reporting requirement under the securities laws, including any required accounting restatement to correct\nan error in previously issued financial statements that is material to the previously issued financial statements, or that would\nresult in a material misstatement if the error were corrected in the current period or left uncorrected in the current\nperiod.\n\n \n\nAt\nno time as of December 31, 2025, or since, has the Company awarded any incentive-based compensation that could be subject to recovery\nunder the Clawback Policy.\n\n \n\n56"}