LS Management, LLC d/b/a Primary Recruiting Services v. Robert Wilkins, III

IN THE CIRCUIT COURT OF THE NINTH JUDICIAL CIRCUIT IN AND FOR ORANGE COUNTY, FLORIDA LS MANAGEMENT, LLC d/b/a PRIMARY RECRUITING SERVICES, a Florida limited liability company, Case No: _______________ Plaintiff, v. ROBERT WILKINS, III, an individual, and SAN DIEGO PRO STAFFING, INC. d/b/a BOUTIQUE RECRUITING, a California corporation, Defendants. ______________________________ COMPLAINT AND DEMAND FOR JURY TRIAL Plaintiff LS Management, LLC d/b/a Primary Recruiting Services ("PRS" or "Plaintiff") sues Defendants Robert Wilkins, III ("Wilkins") and San Diego Pro Staffing, Inc. d/b/a Boutique Recruiting ("Boutique") (collectively "Defendants"), and alleges as follows: THE PARTIES 1. Plaintiff PRS is a Florida limited liability company with its principal place of business at 2301 Maitland Center Parkway, Suite 100, Maitland, Orange County, Florida 32751. 2. PRS provides specialized recruiting services in various sectors, including energy, operations, utilities, and power generation. 3. Defendant Wilkins is an individual residing at 2073 Prairie Sage Lane, Longwood, Florida 32750. 4. Wilkins is a former member and employee of PRS, subject to enforceable restrictive covenants under Florida law. 5. Wilkins is currently employed by Boutique as Sr. Strategic Business Manager, where he engages in competitive recruiting activities from his Florida residence. 6. Defendant Boutique is a California corporation with its principal place of business at 701 B Street, Suite 1350, San Diego, California 92101. 7. Boutique is a direct competitor of PRS in the recruiting industry and does business in Florida, including through Wilkins’ Florida-based activities. JURISDICTION AND VENUE 8. This is an action for damages exceeding $50,000, exclusive of interest, costs, and attorneys’ fees, and for injunctive relief, falling within the jurisdiction of this Court pursuant to Fla. Stat. § 26.012. 9. Venue is proper in Orange County, Florida, pursuant to Fla. Stat. § 47.011, as PRS’s principal place of business is in Orange County, the causes of action accrued in Orange County (where PRS suffered injury from Defendants’ conduct), and the 2023 Ownership Agreement provides for venue in Orange County for disputes arising thereunder. 10. This Court has personal jurisdiction over Defendant Boutique under Florida’s long-arm statute, Fla. Stat. § 48.193, as Boutique has committed tortious acts (tortious interference and unfair competition) causing injury to PRS in Florida, and Boutique engages in substantial and not isolated activity within Florida through its nationwide recruiting services affecting Florida markets. GENERAL ALLEGATIONS 11. PRS is a recruiting firm specializing in placing talent in the energy, operations, utilities, and power generation sectors. 12. PRS invests significant resources in developing confidential information, including customer lists, candidate databases, pricing strategies, recruiting methods, and client relationships, which constitute legitimate business interests protected under Florida law. 13. Wilkins acquired a 5% membership interest in PRS on or about March 24, 2023, as part of a redemption of another member’s interest. 14. As a condition of his ownership, Wilkins executed the Non-Disclosure, Non-Competition, and Non-Solicitation Agreement dated March 24, 2023 (the “2023 Ownership Agreement”), attached hereto as Exhibit A. 15. The 2023 Ownership Agreement contains enforceable restrictive covenants, including: • Non-Competition (Section 6): For two (2) years following termination of ownership (the “Restricted Period”), Wilkins is prohibited from engaging in any competing recruiting business within 50 miles of PRS’s principal office. • Non-Solicitation of Employees (Section 8): During the Restricted Period, Wilkins is prohibited from soliciting or hiring PRS employees. • Non-Solicitation of Clients/Suppliers (Section 9): During the Restricted Period, Wilkins is prohibited from soliciting PRS clients, customers, or suppliers. • Confidentiality (Sections 2–3): Perpetual obligation not to use or disclose PRS’s confidential information. 16. Wilkins also executed the Employee Covenants and Proprietary Rights Agreement dated December 26, 2018 (the “2018 Employee Covenants”), attached hereto as Exhibit B, which includes perpetual confidentiality obligations. 17. On April 1, 2025, Wilkins executed a new Employment Agreement (the “2025 Employment Agreement”), attached hereto as Exhibit C, which expressly incorporates the 2018 Employee Covenants by reference in Section 12. 18. On October 31, 2024, Wilkins redeemed his 5% membership interest pursuant to the Membership Redemption Agreement (the “Redemption Agreement”), attached hereto as Exhibit D. 19. The Redemption Agreement does not release, waive, or modify any restrictive covenants. 20. The redemption triggered the Restricted Period under the 2023 Ownership Agreement, which remains in effect through at least October 31, 2026. 21. After redemption, Wilkins joined Boutique, a direct competitor. 22. Wilkins works remotely from his Longwood, Florida residence (within 50 miles of PRS’s Maitland office) as Sr. Strategic Business Manager. 23. Wilkins has breached the covenants by engaging in competing recruiting at Boutique, including: • Listing on Boutique’s website with overlapping expertise (Composite Exhibit E – Screenshots of Boutique Website and LinkedIn Activity, including Exhibit E-1: Boutique team page). • Posting and recruiting for Operations Manager positions in power plant, biomass, utilities, and energy facilities (Exhibit E-2: LinkedIn posting for Operations Manager in biomass power plant). • Engaging with energy-related roles (e.g., GE Vernova, NRG Energy; Exhibit E-3: LinkedIn engagement screenshots). 24. Boutique knowingly induced and procured Wilkins’ breaches by employing him in competitive roles, despite knowledge of the covenants (at latest, after PRS’s cease-and-desist letter dated January 20, 2026, attached as Exhibit F). 25. On or about January 20, 2026, PRS sent cease-and-desist letters to both Wilkins (Exhibit G) and Boutique (Exhibit F), demanding immediate cessation of the competitive activities and compliance with the restrictive covenants. 26. Wilkins failed to respond or cease the conduct. 27. Boutique responded by letter dated February 3, 2026 (Exhibit H), denying all allegations, asserting that Wilkins’ activities are outside the 50-mile radius, and refusing to cease or remove Wilkins from competitive recruiting roles. 28. Boutique’s response admits receipt and knowledge of the restrictive covenants but refuses to take corrective action, further evidencing intentional interference and ongoing unfair competition. 29. Defendants’ conduct has caused PRS irreparable harm (lost goodwill, divulged confidential information) and damages (lost profits, diverted business). 30. All conditions precedent have been performed or have occurred. 31. PRS has retained undersigned counsel and is obligated to pay reasonable attorneys’ fees. COUNT I – BREACH OF CONTRACT (NON-COMPETITION) (AGAINST WILKINS) 32. PRS realleges paragraphs 1–31. 33. The 2023 Ownership Agreement is a valid, enforceable contract with reasonable restrictive covenants protecting PRS’s legitimate business interests. 34. Wilkins breached Section 6 by engaging in competing recruiting within 50 miles of PRS’s office during the Restricted Period, as evidenced by Composite Exhibit E. 35. PRS has suffered irreparable harm and damages. 36. PRS is entitled to injunctive relief, damages, tolling of the Restricted Period, and attorneys’ fees. WHEREFORE, PRS demands judgment against Wilkins for compensatory, consequential, and punitive damages, injunctive relief, equitable tolling/extension of the Restricted Period for the duration of violations, attorneys’ fees and costs pursuant to contract and statute, pre- and post-judgment interest, and such other relief as the Court deems just and proper. COUNT II – BREACH OF CONTRACT (NON-SOLICITATION) (AGAINST WILKINS) 37. PRS realleges paragraphs 1–31. 38. Wilkins breached Sections 8 and 9 by soliciting PRS’s employees, clients, or business opportunities during the Restricted Period, as evidenced by Composite Exhibit E. 39. PRS has suffered irreparable harm and damages. 40. PRS is entitled to injunctive relief, damages, tolling, and attorneys’ fees. WHEREFORE, PRS demands judgment against Wilkins for compensatory, consequential, and punitive damages, injunctive relief, equitable tolling/extension of the Restricted Period for the duration of violations, attorneys’ fees and costs pursuant to contract and statute, pre- and post-judgment interest, and such other relief as the Court deems just and proper. COUNT III – BREACH OF CONTRACT (CONFIDENTIALITY) (AGAINST WILKINS) 41. PRS realleges paragraphs 1–31. 42. Wilkins breached the perpetual confidentiality provisions in Sections 2–3 of the 2023 Ownership Agreement and Section 1 of the 2018 Employee Covenants (incorporated via the 2025 Employment Agreement) by using or disclosing PRS’s confidential information at Boutique, as evidenced by Composite Exhibit E. 43. PRS has suffered irreparable harm and damages. 44. PRS is entitled to injunctive relief, damages, tolling, and attorneys’ fees. WHEREFORE, PRS demands judgment against Wilkins for compensatory, consequential, and punitive damages, injunctive relief, equitable tolling/extension of the Restricted Period for the duration of violations, attorneys’ fees and costs pursuant to contract and statute, pre- and post-judgment interest, and such other relief as the Court deems just and proper. COUNT IV TORTIOUS INTERFERENCE WITH CONTRACTUAL RELATIONSHIPS (AGAINST BOUTIQUE) 45. PRS realleges paragraphs 1–31. 46. PRS has valid contractual relationships with Wilkins under the 2023 Ownership Agreement and incorporated covenants. 47. Boutique had knowledge of these relationships (at latest, after receipt of PRS’s cease-and-desist letter, Exhibit F, and confirmed in their response, Exhibit H). 48. Boutique intentionally and unjustifiably interfered by inducing/procuring Wilkins’ breaches through his employment and use in competitive recruiting, as evidenced by Composite Exhibit E. 49. PRS has suffered damages, including lost profits. 50. PRS is entitled to damages and injunctive relief. WHEREFORE, PRS demands judgment against Boutique for compensatory, consequential, and punitive damages, injunctive relief, attorneys’ fees and costs, pre- and post-judgment interest, and such other relief as the Court deems just and proper. COUNT V – UNFAIR COMPETITION (AGAINST BOUTIQUE) 51. PRS realleges paragraphs 1–31. 52. Boutique has engaged in unfair competition by improperly using Wilkins’ services and potentially PRS’s confidential information to compete in overlapping recruiting niches, as evidenced by Composite Exhibit E. 53. Boutique’s refusal to cease after notice (Exhibit H) further demonstrates ongoing unfair conduct harming PRS’s business interests and market position. 54. PRS is entitled to damages and injunctive relief. WHEREFORE, PRS demands judgment against Boutique for compensatory, consequential, and punitive damages, injunctive relief, attorneys’ fees and costs, pre- and post-judgment interest, and such other relief as the Court deems just and proper. JURY DEMAND Plaintiff demands a trial by jury on all triable issues. DATED this 26th day of February, 2026. Respectfully submitted, s/ Nathan McCoy Nathan McCoy, Esq. Florida Bar No. 676101 WILSON MCCOY, P.A. 932 N. Maitland Ave. Maitland, Florida 32751 Telephone: (407) 803-5400 Facsimile: (407) 803-4617 E-Mail: [email protected] Secondary: [email protected] ATTORNEYS FOR PLAINTIFF EXHIBIT A NON-DISCLOSURE, NON-COMPETITION, AND NON-SOLICITATION AGREEMENT This Non-Disclosure, Non-Competition, and Non-Solicitation Agreement (Agreement) is made on March 24th, 2023 by Robert Wilkins III (sometimes referred as “Member” “you,” or “your”), in favor of LS Management, LLC (sometimes referred to as “Company”). SECTION 1 RECITALS Robert Wilkins III owns a membership interest in the Company, which does business as a recruiting company. As a condition of ownership, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties therefore agree as follows. SECTION 2 NON-DISCLOSURE AGREEMENT Without limiting the applicability of any other agreement to which you is subject, you may not directly or indirectly disclose or use any Confidential Information at any time during or after your ownership in the Company. This restriction includes the use of Confidential Information for personal, commercial, or proprietary advantage or profit. You shall take all appropriate steps to safeguard the information and to protect it against disclosure, misuse, espionage, loss, and theft. Upon Company’s request, you will promptly return or destroy all copies of the Confidential Information. SECTION 3 CONFIDENTIAL INFORMATION DEFINED For purposes of this Agreement, Confidential Information means trade secrets, proprietary information, and other information belonging to Company or any subsidiary of Company that are not generally known to the public, including information about business plans, financial statements, and other information provided under this Agreement, operating practices and methods, expansion plans, strategic plans, marketing plans, contracts, customer lists, or other business documents that Company or any subsidiary of Company treats as confidential, in any format whatsoever including oral, written, and electronic. Examples of Confidential Information include the items on the following list, which is not exhaustive: all information, formulae, compilations, software programs (including object codes and source codes), devices, methods, techniques, drawings, plans, experimental and research work, inventions, patterns, processes and know-how—whether or not patentable and whether or not at a commercial stage—related to Company or any subsidiary of Company; the names, buying habits, or practices of any customers of Company or any subsidiary of Company; marketing methods and related data of Company or any subsidiary of Company; the names of any vendors or suppliers of Company or any subsidiary of Company; the cost of materials to Company or any subsidiary of Company; the prices Company or any subsidiary of Company obtains or has obtained or at which it sells or has sold its products or services; lists or other written records used in the business of Company or any subsidiary of Company; compensation paid to you and other employment terms of Company or any subsidiary of Company; all information that Company or any subsidiary of Company has a legal obligation to treat as confidential or that Company or any subsidiary of Company treats as proprietary; or any other confidential information concerning the business of Company or any subsidiary of Company, their manners of operation, or other confidential data of any kind, nature, or description. SECTION 4 CERTAIN INFORMATION NOT CONSIDERED CONFIDENTIAL The restrictions of Section 2 do not apply to Confidential Information that: is or becomes generally available to the public other than as a result of a disclosure by you in violation of this Agreement; is or becomes available to you on a nonconfidential basis before its disclosure to you in compliance with this Agreement; or is or has been independently developed or conceived by you without using Confidential Information. SECTION 5 PERMITTED DISCLOSURES Nothing in Section 2 prevents you from disclosing Confidential Information: upon the order of any court or administrative agency, upon the request or demand of any regulatory agency or authority having jurisdiction over you, or to the extent compelled by legal process or required or requested under subpoena, interrogatories, or other discovery requests; as necessary in connection with exercising any remedy under this Agreement; to your legal counsel and accountants who, in your reasonable judgment, need to know the Confidential Information and agree to be bound by the provisions of Section 22 as if a party. You must not make any disclosure permitted by this Section (other than disclosure to your own legal counsel) before notifying Company as far in advance of the disclosure as practicable. Notice to Company must state the purpose of the disclosure and the means taken to ensure that any disclosed Confidential Information remains confidential. SECTION 6 NO COMPETITION You acknowledge access to Confidential Information and a position of trust and confidence with Company. In respect of this, you agrees not to compete against Company for the Restricted Period. The Restricted Period includes the last day on which you are a Member of the Company, and an additional period of two years beginning on the last day on which you are a Member of the Company. During the Restricted Period, you must not: provide services or advice to any Competitor; affiliate with any Competitor as an employee, partner, consultant, or otherwise; or directly, or indirectly through one or more of any of their respective Affiliates, own, manage, operate, control, or participate in the ownership, management, operation, or control of any Competitor or a Competitor’s division or other business segment. For purposes of this Agreement, Competitor means any other person directly or indirectly engaged, in whole or in part, in a business the same as or similar to the business of Company or any subsidiary of Company. This includes, but is not limited to persons engaged in the business of recruiting, and other related business within 50 miles from the Company’s principal office address. SECTION 7 [ INTENTIONALLY LEFT BLANK ] SECTION 8 NO SOLICITATION You acknowledge access to Confidential Information and a position of trust and confidence with Company. In respect of this, you agrees not to directly or indirectly hire, solicit, or encourage any other person to hire or solicit any individual who has been employed by Company or any subsidiary of Company during the Restricted Period. SECTION 9 NO SOLICITATION OF CLIENTS You acknowledge access to Confidential Information and a position of trust and confidence with Company. In respect of this, you agree not to directly or indirectly solicit, entice, or attempt to solicit or entice any clients, customers, or suppliers of Company or any subsidiary of Company to divert their business or services from the Company or any subsidiary of Company during the Restricted Period. SECTION 10 NOTICE OF IMMUNITY FROM LIABILITY FOR CERTAIN DISCLOSURES You will not be held criminally or civilly liable under any federal or state trade secret law for a disclosure of a trade secret, as long as the disclosure is made: in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney solely for the purpose of reporting or investigating a suspected violation of law; or in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. This Section is intended to comply with the immunity provided by the United States Code from liability resulting from disclosures of trade secrets under the conditions described in this Section. Nothing in this Non-Disclosure, Non-Competition, and Non-Solicitation Agreement is intended to conflict with 18 U.S.C. § 1833(b). If there is a conflict between this Section and any other Section of this Non-Disclosure, Non-Competition, and Non-Solicitation Agreement, this Section will control. SECTION 11 NO PUBLIC DISCLOSURE OF AGREEMENT Unless authorized in writing by Company or required (or believed in good faith to be required) by any law, regulation, rule, court, or other governmental body, you may not make any public disclosure about this Agreement’s subject matter; about past, present, or future discussions about the Agreement; or that this Agreement even exists. SECTION 12 MODIFICATION FOR LEGAL EVENTS If any court of competent jurisdiction determines that any provision or any part of a provision set forth in this Agreement is unenforceable because of its duration or geographic scope, the court has the power to modify the unenforceable provision instead of severing it from this Agreement in its entirety. The modification may be by rewriting the offending provision, by deleting all or a portion of the offending provision, by adding additional language to this Agreement, or by making other modifications as it determines necessary to carry out the parties’ intent to the maximum extent permitted by Applicable Law. The parties expressly agree that this Agreement as modified by the court is binding upon and enforceable against each of them. SECTION 13 GENERAL MATTERS (a) No Representation or Warranty as to Accuracy You acknowledge that neither Company nor its representatives make any representation or warranty as to the accuracy or completeness of the Confidential Information. Any representations or warranties will be in a separate, definitive agreement between the parties. (b) Further Assurances In connection with this Agreement, you agree to provide further assurances if requested by the Company. These further assurances include signing and delivering any additional documents, instruments, conveyances, and other assurances or taking any further actions necessary to carry out the provisions of or transactions contemplated by this Agreement. (c) No Waiver A party's failure to insist upon strict performance of any provision or obligation of this Agreement for any period of time is not a waiver of that party's right to demand strict compliance in the future. An express or implied consent to or waiver of any breach or default in the performance of any obligations under this Agreement is not a consent to or waiver of any other breach or default in the performance of the same or of any other obligation. (d) Governing Law This Agreement is governed, construed, and administered according to the laws of the State of Florida, as from time to time amended, and any applicable federal law. No effect is given to any choice-of-law or conflict-of-law provision or rule (whether of the State of Florida or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Florida. (e) Venue; Submission to Jurisdiction A cause of action arising out of or related to this Agreement includes any cause of action seeking to enforce any provision of or based on any matter arising out of or in connection with this Agreement or the transactions contemplated by it. The parties agree that any suit, action, or proceeding—whether in contract, tort, or otherwise—arising out of or related to this Agreement must be brought exclusively in a state or federal court or courts located in Orange County, Florida. Any cause of action arising out of or related to this Agreement is deemed to have arisen from a transaction of business in the State of Florida. Each party irrevocably consents to the jurisdiction of these courts (and their respective appellate courts) in any cause of action arising out of or related to this Agreement. To the fullest extent permitted by law, each party irrevocably waives any objection that it may have now or later to the venue of any action arising out of this Agreement in any of these courts, including an inconvenient forum petition. Service of process, summons, notice, or other document by registered mail to the address designated in Section 13(j) is effective service of process for any suit, action, or other proceeding brought in any court. (f) Waiver of Jury Trial Each party to this Agreement acknowledges and agrees that any controversy arising out of this Agreement is likely to involve complicated issues. Therefore, each party irrevocably and unconditionally waives any right it may have to a trial by jury for any cause of action arising out of this Agreement. (g) Equitable Remedies Each party to this Agreement acknowledges that its breach or threatened breach of any of its obligations under this Agreement would give rise to irreparable harm to the other parties and monetary damages would not be an adequate remedy. Therefore, each party to this Agreement agrees that if any party breaches or threatens to breach any of its obligations, each of the other parties to this Agreement will be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance, and any other equitable relief available from a court of competent jurisdiction (without any requirement to post bond). These equitable remedies are in addition to all other rights and remedies that may be available in respect of the breach. (h) Attorneys’ Fees If any party to this Agreement institutes any legal cause of action—including arbitration—against another party arising out of or relating to this Agreement, the prevailing party will be entitled to the costs incurred in conducting the cause of action, including reasonable attorneys’ fees and expenses and court costs. (i) Remedies Cumulative Except to the extent this Agreement expressly provides otherwise, the rights and remedies under this Agreement are cumulative and are in addition to and not in substitution for any other rights and remedies available at law, in equity, or otherwise. (j) Notices Unless otherwise stated, all notices, requests, consents, claims, demands, waivers, and other communications called for under this Agreement must be in writing and will be considered given: when delivered by hand (with written confirmation of receipt); when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); on the date sent by facsimile or email as a PDF document (with confirmation of transmission) if sent during recipient’s normal business hours, and on the next business day if sent after normal business hours of the recipient; or on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. The written notice must be sent to the respective parties at the party’s last known address (or at the address a party has specified in a notice given in accordance with this Section). (k) Severability The invalidity or unenforceability of any provision of this Agreement does not affect the validity or enforceability of any other provision of this Agreement. If a court of competent jurisdiction determines that any provision is invalid, the remaining provisions of this Agreement are to be construed as if the invalid provision had never been included in this Agreement. Subject to Section 11, upon a determination that any provision is invalid, illegal, or unenforceable, the parties to this Agreement shall negotiate in good faith to modify this Agreement to effect the original intent of the parties as closely as possible in a mutually acceptable manner so that the transactions contemplated by this Agreement can be consummated as originally contemplated to the greatest extent possible. (l) Separate Counsel By signing this Agreement, each party acknowledges that this Agreement is the product of arms-length negotiations between the parties and should be construed as such. Each party acknowledges that he or she has been represented by independent legal counsel of their choice regarding this Agreement, and the asset sale. No party may claim that an ambiguity in this Agreement should be construed against any other party or that there was any coercion, duress (economic or otherwise), negligent misrepresentation, or fraud (including fraud in the inducement) affecting the validity or enforcement of this Agreement. (m) Entire Agreement This Agreement constitutes the sole and entire agreement of its parties with respect to the Agreement’s subject matter. This Agreement supersedes all prior and contemporaneous understandings, agreements, representations, and warranties with respect to the subject matter. As between or among the parties, no oral statements or prior written material not specifically incorporated in this Agreement has any force or effect. The parties specifically acknowledge that, in entering into and executing this Agreement, each is relying solely upon the representations and agreements in this Agreement and no others. (n) Amendments No provision of this Agreement may be amended or modified except by a written instrument executed by the parties. (o) Multiple Originals; Validity of Copies This Agreement may be signed in any number of counterparts, each of which will be deemed an original. Any person may rely on a copy of this Agreement that any party certifies to be a true copy to the same effect as if it were an original. (p) Legitimate Business Interests You hereby acknowledge and agree that the Company has a legitimate business interest in procuring this Agreement, including but not limited to: (a) protecting its Confidential Information; (b) preserving its substantial relationships with existing customers and potential future relationships with new customers; and (c) maintaining its customer goodwill, of its own right and as it may be associated with its associated trade name, trademarks, service marks, trade dress in its specific geographic locations and marketing and trade areas;. (q) Successors This Agreement is personal as to you and may not be assigned without the Company’s prior express written consent. This Agreement is binding upon and inures to the benefit of the parties and their permitted heirs, personal representatives, successors, and assigns. The Company may assign this Agreement without you express written consent, however. (r) Third-Party Beneficiaries In the event of the dissolution of the Company or its successors and assigns, the members of the Company or its successors or assigns at the time of dissolution will be third-party beneficiaries of this Agreement and successor in interest to the Company’s rights under this Agreement. No provision of this Agreement shall be deemed to otherwise create any interest for the benefit of any party not specifically named as a third-party beneficiary herein. (s) Tolling If you violate any of the terms of this Agreement, the obligation at issue will begin to run from the first date on which you ceases to be in violation of the obligation the Restricted Period for all such restrictions shall automatically be extended by the period you were in violation of them. Print: Robert Wilking III EMPLOYEE COVENANTS AND PROPRIETARY RIGHTS AGREEMENT THIS EMPLOYEE COVENANTS AND PROPRIETARY RIGHTS AGREEMENT (this “agreement”) is made on December 26, 2018 between LS Management, LLC d/b/a Primary Recruiting Services (the “Company”), a Florida limited liability company, and Robert Wilkins (the “Employee”), a Florida resident. In consideration of employment, or continued employment, Employee hereby agrees as follows: 1. Confidentiality. a. Employee will not access, copy, take, use, publish, or disclose any confidential, secret, or proprietary information (the “Confidential Information”) that is Company’s property, or that is otherwise in its possession, custody, or control, without its prior express written consent. b. The term, Confidential Information, is to be construed broadly and expansively. It includes plans regarding past, present, and future operations; information about stakeholders, affiliates, subsidiaries, members, managers, employees, customers, vendors, financiers, and governmental entities; strategies, techniques, methods, systems, and know how; designs, intellectual property, and trade secrets; research, market studies, competitive analyses, databases, data compilations, and reports and summaries based thereupon; customer lists, contact information, notes, history, and sales opportunities; vendor lists, contact information, notes, history, and purchasing opportunities; customer and vendor pricing data for material, products, and services; and finance and accounting data, financial reports, bank statements, and tax filings. c. Confidential Information can be information developed by the Company, by others, or by Employee, himself/herself, working in or outside of his/her scope of employment. d. Confidential Information can be kept in tangible or intangible form, and it does not have to be marked in such a way that makes its confidential nature apparent. e. Employee will identify and return Confidential Information immediately upon the Company’s request. f. Employee will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and solely for the purpose of reporting or investigating a suspected violation of law; or is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If Employee files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Employee may disclose the Company’s trade secrets to his/her attorney and use the trade secret information in the court proceeding if he/she: (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order. 2. Noncompetition. a. Employee will not directly or indirectly compete, or attempt to compete, with the Company during the term of his/her employment and for one year thereafter anywhere in the State of Florida, on the internet, or through social media applications; he/she will not do so in other states and countries where the Company conducts business physically or by other technological means hereafter. b. Without limiting the generality of activities that can constitute competition, Employee, agrees that he/she violates this obligation by doing any of the following: i. Advising or assisting others in their efforts to compete with the Company; ii. Soliciting others to help him/her covertly compete with the Company; and iii. Holding an equity interest, or a right to acquire an equity interest, in any business organization that plans to, or does, compete with the Company. 3. Nonsolicitation. Employee will not solicit, or attempt to solicit, any of the Company’s prospective or actual employees, vendors, or customers during the term of his/her employment or thereafter. 4. Noninterference. Employee will not interfere, or attempt to interfere, with any of the Company’s business operations during the term of his/her employment or thereafter. 5. Nondisparagement. Employee will not, at any time, make to any person or entity, or post in any public forum, any defamatory or disparaging remarks, comments, or statements about the Company, its subsidiary, parent, or affiliated organizations, or their respective stakeholders, owners, executives, employees, representatives, or agents. Employee will immediately remove any remarks that Company, in its sole discretion, notifies him/her is defamatory or disparaging. 6. Proprietary Rights. a. Work Product. Employee acknowledges and agrees that all work product, whether or not in writing, and all intellectual property of any nature whatsoever that he/she creates, working individually or jointly with others, during his/her employment, whether or not done during working hours or on personal time, and all reproductions and derivative works are the Company’s exclusive property. b. Work made for Hire. Employee acknowledges that by reason of his/her employment, to the extent permitted by law, all work product and intellectual property that consists of matter that can be copyrighted is a work made for hire and owned by the Employee’s Initials Company. Employee transfers and assigns all other rights he/she may have in any such matter to the Company, and waives all moral rights to the works. c. Power of Attorney. Employee will cooperate with the Company in all obtaining, maintaining, and enforcing the work product and intellectual property rights described herein. d. Compensation. Employee acknowledges and agrees that the services he/she will render to the Company are of a special and unique character, and that his/her compensation reflects payment for the rights waived, transferred, assigned, or identified herein. 7. Legitimate Business Interests. Employee acknowledges and agrees that the Company has a legitimate business interest in having him/her make the commitments described herein. These interests include, but are not limited to, protecting its Confidential Information, preserving its substantial relationships with existing customers and potential future relationships with new customers, maintaining its customer goodwill, of its own right and as it may be associated with its trade name, trademarks, service marks, trade dress in its specific geographic locations and marketing and trade areas, and investing substantial resources in the Employee’s training and development. 8. Inspection and Monitoring. Employee will assist and permit the Company to monitor and his/her business and personal communications and to inspect his/her business and property and devices, to ensure his/her compliance with this agreement and he/she waives all privacy rights related to such purposes. 9. Injunctive Relief. Employee agrees that his/her compliance with this agreement is necessary to protect the Company’s business and goodwill, that a breach will irreparably harm it, and that an award of money damages will not be adequate to remedy such harm. He/she therefore agrees that, in addition to other remedies, the Company may obtain preliminary and permanent injunctive relief without posting any bond. 10. Waivers. The Company will not waive any obligation or breach of this agreement except through a signed written agreement it intends for such purposes; and, no waiver granted in such a fashion is a continuing waiver unless it is made expressly so. 11. Integration. This agreement, standing alone, is not intended as an employment agreement and does not create, amend, or supersede any employment agreement that may exist. The restrictive covenants set forth in this agreement are independent of any other agreement between the parties and they are enforceable notwithstanding the existence of any claim or cause of action that Employee may have against the Company, its subsidiary, parent, or affiliated organizations, or their respective stakeholders, owners, executives, employees, representatives, or agents. No agreements, representations, or warranties concerning the subject matter of this agreement have been made except for those might be contained herein. 12. Choice of Law. This agreement is governed by the laws of the State of Florida irrespective of conflict of laws principles, statutes or rules. 13. Governing Law and Venue. This agreement is made under and construed according to the laws of the State of Florida irrespective of conflict of laws statutes, rules, and principles. 14. ARBITRATION. ALL CASES AND CONTROVERSIES ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE FINALLY RESOLVED EXCLUSIVELY BY ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION IN ACCORDANCE WITH THE UNITED STATES ARBITRATION ACT AND CONDUCTED AT ORLANDO, FLORIDA IN ACCORDANCE WITH THE AAA EMPLOYMENT ARBITRATION RULES, INCLUDING, WHERE APPLICABLE, ITS RULES ON EXPEDITED PROCEDURES. JUDGMENT UPON THE AWARD RENDERED MAY BE ENTERED IN ANY COURT HAVING JURISDICTION, OR APPLICATION MAY BE MADE TO THAT COURT FOR A JUDICIAL RECOGNITION OF THE AWARD OR AN ORDER OF ENFORCEMENT THEREOF, AS APPLICABLE. THE PARTIES MAY BRING AN ACTION TO ENFORCE ANY AWARD GRANTED UNDER THIS SECTION. 15. JURY TRIAL WAVIER. WITHOUT LIMITING THE OBLIGATION TO ARBITRATE CLAIMS PROVIDED HEREUNDER, YOU AGREE TO WAIVE ALL RIGHTS TO A JURY TRIAL. 16. Attorney’s Fees. To the extent permitted by applicable law, the prevailing party in any dispute arising under or related to this agreement will recover his/her or its attorney’s fees and costs including attorneys’ fees and costs that are incurred in proving not only entitlement to, but the appropriate amount of, such an award. 17. Severability. Each provision, paragraph, and subparagraph of this agreement is separable from every other and constitutes a separate and distinct covenant. If any part of this agreement is adjudged void or unenforceable, in whole or in part, such adjudication will not affect the validity of the remainder, and, where possible, the provision will be modified, retroactively to the commencement of this agreement, to make it enforceable while providing as much of the Company’s originally intended benefit as possible. 18. Assignment and Successors. Employee may not assign or delegate performance of this agreement. Any such assignment or delegation is invalid and unenforceable. The Company may assign its rights under this agreement without giving notice or obtaining consent. This agreement inures to Employee’s personal representatives, trustees, heirs, beneficiaries, successors and permitted assigns, if any. 19. Construction. This agreement will be construed according to the English language as drafted. Its headings are for reference purposes only and do not affect the interpretation. The singular shall include the plural and the plural shall include the singular. Employee waives any rule of contract construction that might cause a provision to be construed against the Company as the drafting party. 20. Binding Effect. The obligations created by this agreement are personal in nature and that by signing below, the undersigned agrees to be personally bound by its terms and conditions. A faxed or electronic signature below has the same binding effect as an original. 21. Notices. All notices, requests, consents, and other communications required or permitted to be given must be in writing and delivered by mail, e-mail, fax, or private carrier, with proof of receipt. 22. Third-Party Beneficiaries. In the event of the dissolution of the Company or its successors and assigns, the shareholders of the Company or its successors or assigns at the time of dissolution will be third-party beneficiaries of this agreement and successor in interest to the Company’s rights under this agreement. No provision of this agreement shall be deemed to otherwise create any interest for the benefit of any party not specifically named as a third-party beneficiary herein. IN WITNESS WHEREOF, the undersigned has executed this agreement intending to be bound by its terms. EMPLOYEE ACKNOWLEDGES THAT HE/SHE HAS HAD THE ASSISTANCE OF AND HAS RELIED ON THE ADVICE OF LEGAL COUNSEL OF HIS/HER CHOOSING IN THE REVIEW AND EXECUTION OF THIS AGREEMENT, OR HAS KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY DECLINED TO OBTAIN SUCH ASSISTANCE AND ADVICE AFTER HAVING ADEQUATE OPPORTUNITIES TO DO SO, AND THAT EMPLOYEE KNOWINGLY AND VOLUNTARILY EXECUTED AND DELIVERED THIS AGREEMENT WITH FULL AWARENESS AND UNDERSTANDING OF EACH AND EVERY PROVISION OF THIS AGREEMENT. <table> <tr> <th>Employee:</th> <th>Company:</th> </tr> <tr> <td>Sign: <br>Print: Robert Wilkins</td> <td>LS Management, LLC<br>By: Brian Smith<br>Print: Brian Smith<br>Its: Managing Partner</td> </tr> </table> Employee’s Initials RW EXHIBIT C EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made on 04/01/2025 between LS Management, LLC d/b/a Primary Recruiting Services (the “Company”), a Florida limited liability company, and Robert Wilkins (the “Employee”), a Florida resident, the terms and conditions of which are set forth below: WHEREAS, the Company is presently located at 2301 Maitland Center Parkway, Suite 190, Maitland, FL 32751; WHEREAS, the Company provides recruiting services (the “Services”); WHEREAS, Employee desires to be employed by and to provide Services to clients on behalf the Company; WHEREAS, the Company desires to employ Employee, and Employee desires to accept such employment under the terms and conditions set forth below; and NOW, THEREFORE, in consideration of employment (or continued employment) and the mutual promises contained herein and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Employee, agree as follows: 1. At-Will Employment. Employment with the Company is not for any specific duration or period of time. Employee is an employee at-will of the Company. The employment relationship between Employee and the Company may be terminated by either Employee or the Company at any time, with or without cause and with or without notice unless otherwise stated herein. 2. Job Position and Duties. Company will employ Employee as a full-time employee as set forth in the attached Employee Term Sheet. Employee accepts and agrees to these terms of employment. The terms listed in the attached Employment Term Sheet are subject to change at any time at the sole discretion of the Company. 3. Compensation. Employee’s compensation will be as described in the attached Compensation Schedule and Terms, which is incorporated by reference, and may be amended from time to time at the sole discretion of the Company. 4. Terms. The general terms and conditions of Employee’s employment are stated in the attached Employee Term Sheet, which is incorporated by reference, as it may be amended from time to time at the sole discretion of the Company. 5. Responsibilities. Employee will perform all general duties and responsibilities of his/her position in accordance with Company’s Policies and Procedures Manual and Employee Handbook, as each may be amended from time to time at the sole discretion of the Company, as well as those unwritten standard operating practices that are made known to him/her during the course of his/her employment. 6. Location. Employee will perform his/her job duties at the work location indicated on the Employee Term Sheet or at such other places that Company approves or requires. 7. Exclusivity. Employee will devote all of his/her working time, attention, knowledge, and skill to Company’s business and its interests, exclusively. He/she will not engage in any outside activities or make personal investments (excluding investments in securities of publicly traded companies) that conflict with his/her responsibilities and duties at Company. 8. Legal Compliance. Employee will comply with all applicable laws in the performance of his/her employment. 9. Conduct. Employee will conduct himself/herself at all times and in such a manner as not to diminish his/her goodwill and reputation or that of the Company’s. Employee is expected to and shall adhere to the Conduct contained within the Company’s Employee Handbook, which may be modified by the Company at any time and at is sole discretion.. 10. Transactional Authority. Employee will not have the right to make any contracts or commitments on behalf of Company without the prior express written consent of the Company unless otherwise expressly permitted under a Company policy and procedure. 11. Employee Warranties and Representations. Employee warrants and represents to Company that he/she either is not a party to, or that he/she has disclosed in writing and furnished a copy of, any agreement containing a restrictive covenant that might be breached by the execution of this Agreement or acting as Company’s employee, in the above-stated capacity or any other capacity, or which might tend to limit his/her ability to perform services hereunder. By way of example, these covenants include, but are not limited to, obligations not to compete, not to solicit customers, employees, or others, and not to disclose or use trade secrets or confidential information. 12. Employee Covenants and Proprietary Rights. Employee agrees to be bound by the Company’s Employee Covenants and Proprietary Rights Agreement, which is incorporated by reference. The Employee Covenants and Proprietary Rights Agreement contains separate and independent obligations, meaning that a breach of this Agreement by Company will not excuse Employee from continuing to perform his/her obligations under the other agreement or affect Company’s rights thereunder. 13. Notice of Immunity Under the Economic Espionage Act of 1996, as amended by the Defend Trade Secrets Act of 2016. Employee will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and solely for the purpose of reporting or investigating a suspected violation of law; or is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If Employee files a lawsuit for retaliation by Company for reporting a suspected violation of law, Employee may disclose Company’s trade secrets to his/her attorney and use the trade secret information in the court proceeding if he/she: (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order. 14. Termination. Employee or Company may terminate Employee’s employment at any time, with or without cause. 15. Employer Property. Upon termination of employment or Company’s request, Employee will return immediately to Company all of its property, records, and documents, and any electronic or paper copies thereof and any usernames, passwords, and other credentials required for access to those materials, whether or not they are in his/her possession, custody, or control. 16. Transfer and Assignment. this Agreement is personal as to Employee and may not be assigned without Company’s prior express written consent. this Agreement is binding upon and inures to the benefit of the parties and their permitted heirs, personal representatives, successors, and assigns. 17. Severability. this Agreement is intended to comply with all applicable laws. If an arbitrator or a court of competent jurisdiction holds any provision of this Agreement unenforceable or invalid, it is the intent of the parties that the court should modify the provision to give it the maximum legal effect in consideration of the original intent of the parties and that the various provisions contained herein shall remain in full force and effect as severable and independent clauses. 18. Governing Law and Venue. this Agreement is made under and construed according to the laws of the State of Florida irrespective of its conflict of laws statutes, rules, and principles. 19. Arbitration. All cases and controversies arising out of or related to this Agreement will be finally resolved exclusively by arbitration administered by the American Arbitration Association (“AAA”) in accordance with the United States Arbitration Act and conducted at Orlando, Florida in accordance with the AAA employment arbitration rules, including, where applicable, its rules on expedited procedures. Judgment upon the award rendered may be entered in any court having jurisdiction, or application may be made to that court for a judicial recognition of the award or an order of enforcement thereof, as applicable. The parties may bring an action to enforce any award granted under this section. 20. Jury trial waiver. Without limiting the obligation to arbitrate claims provided hereunder, employee agrees to waive all rights to a jury trial. 21. Attorney’s Fees. To the extent permitted by applicable law in any dispute arising under or related to this Agreement, the Company, if it becomes the prevailing party will recover its attorney’s fees and costs including attorneys’ fees and costs that are incurred in proving not only entitlement to, but the appropriate amount of, such an award. 22. Remedies. In addition to other available remedies, Company may obtain preliminary and permanent injunctive relief to enforce the terms of this Agreement without posting any bond. Employee acknowledges and agrees that compliance with this Agreement is necessary to protect Company’s business and goodwill, that his/her breach of this Agreement will irreparably harm Company and that an award of money damages will not be adequate to remedy such harm. 23. Right to Set-Off. At any time during the term of this Agreement or after its termination, Company may deduct any amount Employee owes it from the amounts it owes to Employee so long as the deduction does not violate the Fair Labor Standards Act or other minimum wage laws. 24. Notices. All notices, requests, consents, and other communications required or permitted to be given by Employee hereunder shall be in writing and shall be deemed to have been duly given to Company if delivered by mail, e-mail, fax, or private carrier, with proof of receipt, to its registered agent or the the Company’s manager at the Company’s principal place of business. 25. Cumulative Remedies. All remedies under this Agreement are cumulative and not exclusive. The exercise of any one of right or remedy is not a waiver of others. 26. Survival. Employee’s obligations under this Agreement will survive termination as the context requires and where expressly indicated. 27. Integration. this Agreement and the attached Employee Term Sheet, Compensation Schedule and Terms, and referenced Employee Covenants and Proprietary Rights Agreement (which remains a separate an independent agreement), constitute the parties’ entire agreement and understanding on the subject matter contained herein. This Agreement supersedes all previously and contemporaneously made oral or written agreements, arrangements, and understandings pertaining to the subject matter of this Agreement, which are unenforceable (Excluding the Redemption Agreement). 28. No Reliance. Each party hereby respectively represents and warranties that he/she or it has not relied upon, and the other party is not bound by, any promise, agreement, representation, or warranty pertaining to the subject matter of this Agreement that is not expressly stated herein. 29. Waiver and Modification. No party to this Agreement may waive or modify any or all of its provisions, except by a writing signed by the party against whom enforcement is sought. No failure on the part of any party to exercise any right under this Agreement shall operate as a waiver of such right; nor shall any single or partial exercise of any right preclude any other or further exercise or the exercise of any other rights. 30. Third Party Beneficiaries. The parties specifically agree that this Agreement is not intended by any of its provisions to create a third party beneficiary interest in the public or any member thereof or to authorize anyone not a party to this contract to maintain a suit for injuries or property damages by reason of its contents. 31. Counterparts and Signatures. this Agreement may be executed in one or more counterparts and in making proof of this Agreement it shall not be necessary to produce or account for more than one fully executed counterpart hereof. A faxed or electronic signature shall have the same effect as an original. IN WITNESS WHEREOF, the parties hereto have signed this Agreement intending to be bound by its terms and conditions. EMPLOYEE ACKNOWLEDGES THAT HE/SHE HAS EMPLOYEE KNOWINGLY AND VOLUNTARILY EXECUTED AND DELIVERED THIS AGREEMENT WITH FULL AWARENESS AND UNDERSTANDING OF EACH AND EVERY PROVISION OF THIS AGREEMENT. Employee: Robert Wilkins Signed by: Robert Wilkins Sign: _______________________________________ Robert Wilkins Print:_______________________________________ Company: LS Management, LLC Signed by: Ashley Daughenbaugh By:_______________________________________ DE074F1553834D6... Print: Ashley Daughenbaugh Its: Operations Manager Employee’s Initials EMPLOYEE TERM SHEET <table> <tr> <th>EMPLOYEE NAME</th> <td><b>Robert Wilkins</b></td> </tr> <tr> <th>JOB TITLE</th> <td><b>Director, Executive Recruiting</b></td> </tr> <tr> <th>START DATE</th> <td><b>03/23/2016</b></td> </tr> <tr> <th>COMPENSATION BASIS AND RATE</th> <td>See attached Compensation Schedule and Terms</td> </tr> <tr> <th>BENEFITS</th> <td>See benefit plan summary for a description of employee benefits (if any)</td> </tr> <tr> <th>PRIMARY JOB DUTIES/DESCRIPTION</th> <td> <ul> <li>Develop new client’s through marketing campaign, cold calling, and other BD Activities</li> <li>Manage existing client relationships</li> <li>Using traditional and creative sourcing methods (social media & job boards) to identify candidates for our clients</li> <li>Network with industry professionals to develop relationships with potential clients and candidates</li> <li>Source, screen and interview potential candidates including: face-to-face/phone interviews, and reference checking for current and future positions.</li> <li>Initiate hiring process to include: extending verbal offers, arranging drug screens and background checks.</li> <li>Collaborate with management to analyze and forecast staffing needs, locales and strategies.</li> <li>Working closely with sales and operations personnel to maintain an integrated team approach to ensure healthy candidate pipeline.</li> <li>Participate in and develop special projects to enhance and improve the recruiting department's functions.</li> <li>Make process improvement recommendations as needed.</li> </ul> </td> </tr> </table> Employee’s Initials COMPENSATION SCHEDULE AND TERMS <table> <tr> <th>EMPLOYEE NAME</th> <td><b>Robert Wilkins</b></td> </tr> <tr> <th>JOB TITLE</th> <td><b>Director, Executive Recruiting</b></td> </tr> <tr> <th>START DATE</th> <td><b>03/23/2016</b></td> </tr> <tr> <th>DRAW-ON COMMISSION</th> <td>$60,000.00 Anually</td> </tr> <tr> <th rowspan="2">COMMISSION SCHEDULE *Draw*</th> <td> <b>Staff Executive Recruiter Commission Plan:</b><br> Up to $100,000 of collected fees 40%<br> $100,001 to $200,000 of collected fees 45%<br> $200,001 and over of collected fees 50% </td> </tr> <tr> <td> <b>Senior Executive Recruiter Commission Plan:</b><br> Up to $200,000 of collected fees 45%<br> $200,001 and over of collected fees 50% </td> </tr> <tr> <th colspan="2"> <b>Manager, Executive Recruiting Commission Plan:</b><br> Up to $500,000 of collected fees 50%<br> $500,001 and over of collected fees 60% </th> </tr> <tr> <th colspan="2"><i>** Tiers reset with each calendar year<br>** Executive Recruiter must be an employee in good standing with Primary Recruiting services to be commission eligible</i></th> </tr> <tr> <th>PTO</th> <td>5 Weeks</td> </tr> </table> EXHIBIT D LS Management, LLC Membership Redemption Agreement This Membership Redemption Agreement ("Agreement") is made and entered into as of this 31st day of October, 2024, by and between Robert Wilkins, III, an individual, hereinafter known as “Seller,” having an address located at 2073 Prairie Sage Lane, Longwood, Florida 32750, and LS Management, LLC, a Florida limited liability company, organized under the laws of the state of Florida, hereinafter known as “LS Management,” having an address located at 2301 Maitland Center Pkwy, Suite 100, Maitland, Florida 32751. The parties shall be individually referred to as “Party” and collectively as the“Parties.” RECITALS: WHEREAS, Seller has right, title and membership interest in LS Management, LLC, a Florida limited liability company (the “LLC”); WHEREAS, Seller’s membership interest in the LLC is equal to 5% (five percent) ownership in the LLC (the “Membership Interest”); WHEREAS, LS Management, for the benefit of LLC member Dylan Johnson1, desires to redeem and purchase Seller’s total Membership Interest; WHEREAS, The LLC maintains an Amended and Restated Operating Agreement, which governs the business of the LLC and the members’ business relations (the “Operating Agreement”); WHEREAS, the Operating Agreement permits the redemption and sale of Seller’s Membership Interest to LS Management for the benefit of Dylan Johnson; WHEREAS, Seller and LS Management agree to complete the redemption and sale of the Membership Interest through this Agreement, and each abide by the terms and conditions herein. Article 1 REDEMPTION AND SALE OF MEMBERSHIP INTEREST At the Closing (as defined below), Seller shall sell, transfer and deliver to LS Management, and LS Management shall redeem and purchase from Seller, the Membership Interests, upon and subject to the terms and conditions of this Agreement. LS Management agrees to purchase the Membership Interest for the total sale price of Two Hundred Thousand Dollars and Zero Cents ($200,000.00) (“Total Sale Price”). This sale leaves Seller with no rights in the LLC. _________________________ 1 For clarity purposes, and to avoid any concern of LS Management being a member of itself or the unintentional redistribution of membership interest percentage, Dylan Johnson shall concurrently purchase the acquired Membership Interest from LS Management. Article 2 PAYMENT The Total Sale Price will be paid in three (3) installments, with the first installment being payable at the Closing (as defined below). <table> <tr> <th>Installment No. 1</th> <td>October 31, 2024</td> <td>$66,666.67</td> </tr> <tr> <th>Installment No. 2</th> <td>October 31, 2025</td> <td>$66,666.67</td> </tr> <tr> <th>Installment No. 3</th> <td>October 31, 2026</td> <td>$66,666.66</td> </tr> </table> Payment of the installments may be made by LS Management by wire transfer or check. Article 3 CLOSING The redemption and sale of the Membership Interest shall take place on October 31, 2024 (the “Closing Date”) at the offices of LS Management at 2301 Maitland Center Pkwy, Suite 100, Maitland, Florida 32751 at approximately 12:00PM or any other time agreeable between LS Management and Seller (collectively, this process is defined as the “Closing”). On the Closing Date, the Parties will ensure all required documentation between them is complete, including that required for the sale as well as the transfer of the Membership Interest. Seller shall deliver to the LS Management a fully executed Membership Interest Assignment in the form attached hereto as Exhibit A. If there are any additional certificates or membership forms required, Seller will also deliver these to LS Management on the Closing Date. Article 4 RIGHTS The Membership Interest comes with voting rights in the LLC. Article 5 OPERATING AGREEMENT After the completion of the redemption and sale, LS Management agrees at all times to abide by the Operating Agreement. Article 6 SELLER REPRESENTATIONS & WARRANTIES Seller hereby represents and warrants that Seller has good title to the Membership Interest conveyed herein and that Seller has no limitations on making such sale and assignment, such as any security interest, lien, or encumbrance. Additionally, Seller represents and warrants that the Operating Agreement in no way restricts or invalidates the sale of the Membership Interest to LS Management. Seller further represents and warrants that it will take any steps to perfect LS Management’s receipt of the Membership Interest in the LLC. Article 7 LS MANAGEMENT REPRESENTATIONS & WARRANTIES LS Management hereby represents and warrants that the execution of this sale will not put LS Management in default of any contractual relationship to which LS Management is a party and that LS Management will deliver the Total Sale Price as required under this Agreement. Article 8 NO PUBLIC INTEREST The Membership Interest being sold herein has not been registered under the Federal Securities Act of 1933, nor any state securities laws. The Membership Interest will not be registered under the Federal Securities Act of 1933, nor any state securities laws. The sale of Membership Interest does not involve any public offering, and LS Management and Seller may complete the sale in reliance upon federal and state exemptions for public transactions. Article 9 EXPENSES Each Party is responsible for its own costs and expenses in connection with this Agreement. Article 10 NO GUARANTEES Seller does not guarantee any specific performance of the LLC, including through sales, distributions, or otherwise. LS Management accepts that the sale of this Membership Interest is “as is.” Article 11 INDEMNITY Seller agrees to indemnify and hold LS Management harmless from any losses, claims, or demands which may have arisen from Seller’s ownership of the Membership Interest. Seller agrees to ensure any and all of Seller’s promises to the LLC, as a result of Seller’s ownership, are fulfilled or properly transferred to LS Management, with the knowledge and consent of Seller, LS Management, and the LLC at large, including promises of any contributions or promises which may stem from Seller’s receipt of distributions. Article 12 GENERAL PROVISIONS a) LANGUAGE: All communications made pursuant to this Agreement shall be in the English language. b) JURISDICTION, VENUE & CHOICE OF LAW: The laws of the jurisdiction where the LLC filed its formation documents, specifically the state of Florida, shall be applicable to this Agreement, with the exception of its conflict of law provisions. c) ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by either Party, without the written consent of the other. d) SEVERABILITY: If any part or sub-part of this Agreement is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and sub-parts will be enforced to the maximum extent possible. In such condition, the remainder of this Agreement shall continue in full force. e) HEADINGS FOR CONVENIENCE ONLY: Headings of parts and sub-parts under this Agreement are for convenience and organization, only. Headings shall not affect the meaning of any provisions of this Agreement. f) NO AGENCY, PARTNERSHIP OR JOINT VENTURE: No agency, partnership, or joint venture has been created between the Parties as a result of this Agreement. No Party has any authority to bind the other to third parties. g) WAIVER OF JURY TRIAL: No Party to this Agreement or any assignee, successor, heir or personal representative of a party shall seek a jury trial in any lawsuit, proceeding, counterclaim or any other litigation procedure based upon or arising out of this Agreement. EXECUTION: IN WITNESS WHEREOF, Seller and LS Management have caused this Agreement to be executed on the following date: October 31, 2024. Seller: Robert Wilkins, III Signature: ________________________________ Buyer: LS Management, LLC Representative Name: Brian Smith Title: CEO Signature: ________________________________ EXHIBIT A LS Management, LLC Membership Interest Assignment This Membership Interest Assignment ("Assignment") is made and entered into as of this 31st day of October, 2024, by and between Robert Wilkins, III, an individual, hereinafter known as "Assignor," having an address located at 2073 Prairie Sage Lane, Longwood, Florida 32750, and LS Management, LLC, a Florida limited liability company, organized under the laws of the state of Florida, hereinafter known as "Assignee," having an address located at 2301 Maitland Center Pkwy, Suite 100, Maitland, Florida 32751. Assignor, an individual, hereby assigns, transfers, and conveys all of Assignor’s right, title and interest in and to all of Assignor’s membership interests in LS Management, LLC, a Florida limited liability company, hereinafter known as the “LLC,” to Assignee. Such membership interest amounts to 5% (five percent) membership interest in the LLC ("Membership Interest"), along with voting rights in the LLC, and this Assignment shall leave Assignor with no interest in the LLC. Assignee hereby accepts this Assignment. This Assignment is effective as of October 31, 2024 and is made for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged. Assignor hereby represents and warrants that Assignor has good title to the Membership Interest conveyed herein and that Assignor has no limitations on making such assignment, such as any security interest, lien, or encumbrance. Assignor further represents and warrants that it will take any steps to perfect Assignee’s receipt of the Membership Interest in the LLC. This Assignment shall be valid and binding upon all of Assignor and Assignees successors, transferees, heirs, and assigns. EXECUTION: IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment to be executed on the following date: October 31, 2024. Assignor: Robert Wilkins, III Signature: __________________________ Assignee: LS Management, LLC Representative Name: Brian Smith Title: CEO Signature: __________________________ EXHIBIT E MARIO ESTRADA • 1st Maintenance Manager I'm happy to share that I'm starting a new position as Maintenance Manager at Reworld Waste Lorton Virginia. Starting a New Position Johnine Ayrons and 32 others Like Comment Repost Send Congrats MARIO! Congratulations! Wishing you the best Robert Wilkins • 1st Senior Account Manager - Boutique Recruiting Congrats Mario! Get Top Energy Talent—Fast In energy, every hire drives momentum. The wrong one disrupts projects and delays progress. The right one keeps operations efficient, projects on track and growth powering forward. Boutique Recruiting specializes in delivering professionals who bring expertise, reliability and impact from day one. Whether you’re advancing renewable energy projects, strengthening infrastructure, or scaling operations in oil, gas, or utilities, we know speed and quality can’t be traded off. We evaluate technical skills, cultural alignment and leadership traits that sustain long-term performance. From field operations to C-suite, we fill roles that power your business and accelerate your growth story — fast. Robert Wilkins SR. STRATEGIC BUSINESS MANAGER (858) 321-5465 Let's Connect Robert Wilkins • 1st Senior Account Manager - Boutique Recruiting 1h Would love to see fusion technology advanced further, interesting read https://lnkd.in/eTk95fnX China takes bold step forward in global race for limitless energy device: 'We have fully mastered the core... yahoo.com Robert Wilkins Senior Strategic Business Manager - Bo... 20h We just received a new Operations Manager position for an industrial facility in New England leading 5-10 operators on shift. This opening is due to a promotion and is situated out of the hustle and bustle of major cities. Ideal candidate is someone who is qualified to operate a high pressure steam facility from the control room (full startups and shutdowns) like a power, central heating, chemical, or process plant. DM me or email me your resume for further details and I’ll have my recruiting team reach out – [email protected] Operations Manager Ryegate, VT • Onsite Industry: Utilities Job Category: Utilities Job Type: Direct Hire Salary: $115,000 - $125,000/Annually Apply Now Apply With Indeed Apply With LinkedIn Sign Up For Job Alerts Job Description A well-established, community-centered energy leader is hiring an Operations Manager to join its team in Ryegate, VT. This role will oversee day-to-day operations at its biomass power plant while being groomed to step into Plant Manager responsibilities as part of a planned succession. This role blends hands-on control room expertise with people leadership, safety ownership, and operational decision-making. You’ll lead shift personnel, ensure safe and compliant power generation, and serve as the bridge between field execution and executive priorities. They’re looking for a proven power plant operations leader who can run the control room, lead people with authority and calm, and take ownership of plant performance. Operations Manager Responsibilities: • Lead daily operations of a wood-fueled biomass power plant • Supervise operations staff across shifts, including Control Room and Steam Plant Operators Pete Lepage • 1st O&M Plant Manager GE Vernova 1mo I’m happy to share that I’m starting a new position as Plant Manager, Shady Hills Energy Center at GE Vernova! Starting a New Position Arthur Vizcarra and 59 others 38 comments Like Comment Repost Send Congrats Pete! 🎉 Congratulations! 🎉 What an achievement! Robert Wilkins • 1st Senior Account Manager - Boutique Recruiting 1d Congratulations Pete! Like Reply Nick Bound • 1st Sr. Environmental Specialist at NRG 5d I'm happy to share that I'm starting a new position as Sr. Environmental Specialist at NRG Energy! January 20, 2026 VIA CERTIFIED MAIL Innesa Burrola Chief Executive Officer Boutique Recruiting 701 B Street, Suite 1350 San Diego, California 92101 Re: Cease and Desist – Tortious Interference with Contractual and Business Relationships, Unfair Competition, and Related Claims Regarding Employment/Use of Robert Wilkins, III Dear Ms. Burrola: This firm represents LS Management, LLC d/b/a Primary Recruiting Services (“PRS”). We write to demand that you immediately cease and desist from tortiously interfering with PRS’s contractual and advantageous business relationships, including PRS’s enforceable restrictive covenants with its former member/employee, Robert Wilkins, III. Factual Background PRS entered into a Non-Disclosure, Non-Competition, and Non-Solicitation Agreement dated March 24, 2023 (the “2023 Ownership Agreement”) with Mr. Wilkins as a condition of his 5% membership interest in PRS. This agreement contains enforceable restrictive covenants, including: • A 2-year non-compete prohibiting Mr. Wilkins from engaging in competing recruiting services (similar to PRS’s) within a 50-mile radius of PRS’s principal office. • A 2-year non-solicitation of PRS’s customers, employees, or business opportunities. • Perpetual confidentiality obligations regarding PRS’s proprietary information (customer lists, strategies, pricing, recruiting methods). These covenants survived Mr. Wilkins’ redemption of his membership interest on October 31, 2024, and remain in effect through at least October 31, 2026. The Redemption Agreement contains no release or waiver of these obligations. Evidence of Breach and Tortious Interference PRS has obtained evidence that Mr. Wilkins is actively violating these covenants through his role at Boutique Recruiting, including: • His listing on your website as Sr. Strategic Business Manager, with expertise in operations and staffing that overlaps PRS’s services. • Public postings and activity recruiting for Operations Manager positions in power plant, biomass, utilities, and energy facilities (e.g., high-pressure steam/control room operations). • Engagement with energy-related roles (e.g., Plant Manager at energy centers like GE Vernova/NRG Energy). These activities directly compete with PRS’s Energy recruiting department (which Mr. Wilkins previously led). Boutique Recruiting, by knowingly employing and utilizing Mr. Wilkins in these competitive recruiting efforts, has intentionally and unjustifiably procured/induced his breach of the 2023 Ownership Agreement. Under Florida law, Boutique Recruiting’s actions constitute tortious interference with PRS’s contractual and advantageous business relationships. PRS maintains valid and enforceable restrictive covenants with Mr. Wilkins through the 2023 Ownership Agreement, which prohibit him from engaging in competing recruiting services or soliciting PRS’s customers, employees, or business opportunities for two years following the termination of his ownership interest. Boutique Recruiting, by employing and actively utilizing Mr. Wilkins in recruiting activities that directly overlap with PRS’s core business (particularly in energy, operations, utilities, and power generation staffing) has knowingly and intentionally induced or procured his breach of these covenants. This interference has caused PRS damages, including lost recruiting opportunities and profits from diverted business in the same niche Mr. Wilkins previously served at PRS. Additionally, Boutique Recruiting’s conduct amounts to unfair competition. By leveraging Mr. Wilkins’ services, expertise, and potentially PRS’s confidential information or know-how (such as recruiting strategies, candidate relationships, and industry contacts developed during his tenure at PRS), Boutique is improperly competing in overlapping markets, including energy and operations staffing. This gives Boutique an unfair advantage in the same competitive space, harming PRS’s legitimate business interests and market position. PRS may also have claims for related harms if evidence shows inducement or misappropriation. PRS’ Immediate Demands Based on the above-described actions, PRS demands that Boutique Recruiting immediately: • Cease and desist using or permitting Mr. Wilkins to engage in any recruiting activities that compete with PRS (including energy, operations, utilities, power generation, or related staffing). • Remove Mr. Wilkins from any roles, profiles, postings, or activities involving competitive recruiting (including updating your website and any public profiles). • Confirm in writing (within ten (10) days of receipt) that you have complied and will not resume such activities. • Preserve all records related to Mr. Wilkins’ employment, recruiting activities, and any client placements involving energy/operations roles. Failure to comply will compel PRS to pursue all available remedies, including injunctive relief to stop the interference; compensatory damages (lost profits, disgorgement); punitive damages if malice or willful conduct is shown; and attorneys’ fees and costs. PRS is open to discussing a prompt resolution to avoid litigation. Please contact the undersigned within ten (10) business days to discuss. This letter does not waive any rights or remedies. Govern yourselves accordingly. Respectfully, Nathan McCoy cc: Client (via e-mail only) January 20, 2026 VIA CERTIFIED MAIL AND EMAIL ([email protected]) Robert Wilkins, III 2073 Prairie Sage Lane Longwood, Florida 32750 Re: Cease and Desist – Violation of Restrictive Covenants Dear Mr. Wilkins: This firm represents LS Management, LLC d/b/a Primary Recruiting Services (“PRS”). We write to demand that you immediately cease and desist from violating your contractual obligations under the Non-Disclosure, Non-Competition, and Non-Solicitation Agreement dated March 24, 2023 (the “2023 Ownership Agreement”), as well as the Employee Covenants and Proprietary Rights Agreement dated December 26, 2018 (incorporated by reference into your April 1, 2025 Employment Agreement)1. Factual Background On March 24, 2023, you executed the 2023 Ownership Agreement as a condition of your 5% membership interest in PRS. That agreement contains clear and enforceable restrictive covenants, including: • Non-Competition (Section 6): For two (2) years following the termination of your ownership/membership interest in PRS, you are prohibited from directly or indirectly engaging in any competing business (defined as any business providing recruiting services similar to those of PRS) within a 50-mile radius of within 50 miles from PRS’s principal office address. • Non-Solicitation (Sections 8 & 9): For two (2) years following termination of ownership, you are prohibited from soliciting, contacting, or attempting to do business with PRS’s customers, clients, employees, or business opportunities (including hiring/soliciting employees or diverting clients/suppliers). 1 The 2025 Employment Agreement explicitly incorporates the 2018 Employee Covenants and Proprietary Rights Agreement by reference, including its perpetual confidentiality obligations and any post-employment restrictions, which remain separate, independent, and fully enforceable notwithstanding the 2023 Ownership Agreement. • Confidentiality (Sections 2–3): Perpetual obligation not to disclose, use, or benefit from PRS’s confidential information (broadly defined to include customer lists, strategies, pricing, recruiting methods, and related proprietary data). These covenants were triggered upon your redemption of your membership interest effective October 31, 2024, and remain in full force and effect through at least October 31, 2026. The Membership Redemption Agreement dated October 31, 2024 does not release, waive, modify, or terminate any of these obligations. Evidence of Breach PRS has obtained clear evidence that you are actively violating these covenants through your current role at Boutique Recruiting, including: • Your public listing on Boutique Recruiting’s website as Sr. Strategic Business Manager, highlighting expertise in operations, technical, and other staffing areas that overlap with PRS’s recruiting services. • Your LinkedIn activity and public postings recruiting for Operations Manager positions in power plant, biomass, utilities, and energy facilities (e.g., high-pressure steam, control room operations in industrial/New England plants), which directly compete with PRS’s Energy recruiting department—the same department you previously led. • Your engagement with and commentary on energy-related roles and facilities (e.g., Plant Manager positions at energy centers such as GE Vernova and NRG Energy). These activities constitute direct competition in recruiting services within the restricted geographic area and time period, in violation of Section 6 of the 2023 Ownership Agreement. They also raise serious concerns regarding potential solicitation of PRS’s customers, candidates, or business opportunities and/or use of PRS’s confidential information or relationships. PRS’ Immediate Demands Pursuant to Florida Statute § 542.335, PRS demands that you immediately: • Cease and desist all competitive recruiting activities, including any involvement in energy, operations, utilities, power generation, or related staffing/recruiting at Boutique Recruiting or any other entity within the restricted area and time period. • Cease and desist any solicitation of PRS’s customers, candidates, employees, or business opportunities. • Confirm in writing (within ten (10) days of receipt of this letter) that you have complied with the foregoing and will continue to comply with the 2023 Ownership Agreement and incorporated covenants. • Preserve all records, communications, electronic devices, and documents related to your activities at Boutique Recruiting (and any related entities) for potential discovery in the event of litigation. Failure to comply will leave PRS no choice but to pursue all available remedies under Florida law, including temporary and permanent injunctive relief, monetary damages (including but not limited to lost profits, disgorgement of gains, and other compensatory damages), attorneys’ fees and costs as the prevailing party; and equitable tolling/extension of the restricted periods for the duration of any violations, to ensure PRS receives the full benefit of the covenants. Good Faith Offer to Resolve Current and Past Breaches To avoid the time, expense, and uncertainty of litigation, including potential claims for current and prior damages arising from the breaches, PRS is open to discussing a prompt, amicable resolution. One potential path (offered without prejudice or admission of liability) is for you to voluntarily waive any rights to the remaining installment payment under the October 31, 2024 Membership Redemption Agreement as an offset to PRS’s potential damages from the breaches. In exchange, and provided you fully comply with the restrictive covenants going forward (with no further violations), PRS would agree not to pursue equitable tolling or extension of the restricted periods due to the current breaches. This would allow both parties to resolve the matter without further dispute or litigation. However, PRS reserves all rights to enforce the covenants against any future violations, regardless of whether a resolution is reached. Please contact the undersigned within ten (10) days of receipt of this letter to discuss. This letter does not waive any rights or remedies available to PRS. Govern yourself accordingly. Respectfully, Nathan McCoy cc: Client (via e-mail only) February 3, 2026 Nathan McCoy Wilson McCoy, P.A. 932 Maitland Ave. Maitland, FL 32751 VIA EMAIL TO: [email protected] Re: Cease and Desist/Robert Wilkins, III Dear Mr. McCoy, Please allow this correspondence to respond to yours dated January 20, 2026, regarding Robert Wilkins III, alleging tortious interference with business and contractual relationships, as well as unfair competition. Boutique Recruiting takes these allegations seriously and will address them directly. First, we understand that your claims are based on the assertion that our employee, Mr. Wilkins, is subject to a non-compete, non-solicitation, and confidentiality agreement with PRS, pursuant to an ownership agreement between PRS and Mr. Wilkins. Boutique is not a party to this 2023 ownership agreement and owes no duties to PRS pursuant to that agreement. Additionally, ads your letter admits, the non-compete agreement is limited to a 50-mile radius of PRS's headquarters in Florida. Boutique’s headquarters are entirely outside of this geographical restriction, and Mr. Wilkins' activities with Boutique have been strictly limited to roles and engagements outside this geographic area. The activities you have identified: Mr. Wilkins's online engagement, his listing on Boutique’s website, and his public postings related to recruitment do not appear to violate the agreement, as you describe it. We have reviewed Mr. Wilkins' recruitment efforts and determined they have been confined to roles outside the 50-mile radius. You have not identified and we have not found any evidence to suggest that he has solicited PRS's clients or prospects. Boutique’s policies and employee agreements, including those applicable to Mr. Wilkins preclude employees from taking any confidential information or trade secrets of former employers or using such information in their employment with Boutique. Mr. Wilkins has assured us that he has not violated his agreements with PRS and has adhered to Boutique’s aforementioned mandates. Boutique also has found no evidence that Mr. Wilkins has taken or used any of PRS’s non-public confidential information or trade secrets. We also note that the activities identified by PRS to as evidence of breach and tortious interference are all well outside the 50-mile radius within which he agreed to refrain from competing. If PRS believes that any specific actions by Boutique violate applicable agreements or laws, we request that you provide detailed information and evidence Amberly Morgan, Esq. Boutique Recruiting 701 B Street, Suite 1350 San Diego, California 92101 supporting these allegations. Without such evidence, we must respectfully deny any wrongdoing on the part of Boutique or Mr. Wilkins. Boutique is committed to conducting its business in full compliance with all applicable laws and agreements. We trust that PRS shares this commitment and will refrain from making unfounded allegations. If you have additional information or wish to discuss this matter further, please do not hesitate to contact us. Sincerely, [signature] Amberly Morgan General Counsel Boutique Recruiting