Browse EX-10 agreements

EXHIBIT 10.1

ASSIGNMENT OF DEBT AGREEMENT

(Traderverse Inc. Promissory Note)

This Assignment of Debt Agreement (this “Agreement”) is entered into as of May 28, 2026 (the “Effective Date”), by and between:

Hallmark Venture Group, Inc., a Florida corporation traded under the ticker symbol OTC: HLLK, with an office located at 5112 West Taft Road, Suite M, Liverpool, NY 13088 (the “Assignor”); and

SB Technology Holdings, Inc., a Florida corporation, with an office located at 447 Broadway, 2nd Floor, Unit 103, New York, NY 10013 (the “Assignee”);

(each a “Party” and collectively, the “Parties”).

RECITALS

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NORIENT ACQUISITION

April 24, 2026

Re: Founder Subscription Agreement

Gentlemen:

This agreement (this “Agreement”) is entered into on April 24, 2026 by and between FDB IV, a Cayman Islands limited liability company (the “Subscriber” or “you”), and Norient Acquisition, a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 5,175,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 675,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:

	1.	SUBSCRIPTION AND PURCHASE OF SECURITIES

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THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

PROMISSORY NOTE

Principal Amount: Up to $350,000	Dated as of April 24, 2026

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3 Lender under this Amendment are several and not joint with the obligations of any Other Lender, and the Lender shall not be responsible in any way for the performance of the obligations of any Other Lender under any Other Amendment. Nothing contained herein or in any Other Amendment, and no action taken by the Lender pursuant hereto, shall be deemed to constitute the Lender and Other Lenders as, and the Company acknowledges that the Lender and the Other Lenders do not so constitute, a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Lender and Other Lenders are in any way acting in concert or as a group, and the Company will not assert any such claim, with respect to such obligations or the transactions contemplated by this Amendment or any Other Amendment and the Company acknowledges that, to the best of its knowledge, the Lender and the Other Lenders are not acting in concert or as a group with respect to such obligations or the transactions contemplated by this Amendment or any Other Amendment. The Company and t

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Exhibit 10.3.6

Note: Do not sign and return this document to the Company. By clicking on the “ACCEPT” box, you acknowledge that you have read the information below and agree to be bound by the terms of the Plan and this Agreement. Please provide such acceptance within ninety (90) days of the Grant Date.

Mesa Laboratories, Inc. 2021 Equity Incentive Plan

Performance Stock Unit Award Agreement

[GrantDate]

[ParticipantName]

Dear [ParticipantName]:

We are pleased to inform you that Mesa Laboratories, Inc. (the “Company”) has made an award of performance stock units to you (the “Performance Stock Units”) as indicated in this Performance Stock Unit Award Agreement (this “Award Agreement”). The Performance Stock Units are issued pursuant to the Company’s 2021 Equity Incentive Plan (the “Plan”) and are subject to and governed by the Plan generally. All capitalized terms not defined herein shall have the meanings given to such terms in the Plan.

Notice of Award

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Exhibit 10.3.4

Note: Do not sign and return this document to the Company. By clicking on the “ACCEPT” box, you acknowledge that you have read the information below and agree to be bound by the terms of the Plan and this Agreement. Please provide such acceptance within ninety (90) days of the Grant Date.

Mesa Laboratories, Inc. 2021 Equity Incentive Plan

Performance Stock Unit Award Agreement

[GrantDate]

[ParticipantName]

[Address 1] [Address 2]

Dear [ParticipantName]:

We are pleased to inform you that Mesa Laboratories, Inc. (the “Company”) has made an award of performance stock units to you (the “Performance Stock Units”) as indicated in this Performance Stock Unit Award Agreement (this “Award Agreement”). The Performance Stock Units are issued pursuant to the Company’s 2021 Equity Incentive Plan (the “Plan”) and are subject to and governed by the Plan generally. All capitalized terms not defined herein shall have the meanings given to such terms in the Plan.

Notice of Award

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Exhibit 10.3.3

Note: Do not sign and return this document to the Company. By clicking on the “ACCEPT” box, you acknowledge that you have read the information below and agree to be bound by the terms of the Plan and this Agreement. Please provide such acceptance within ninety (90) days of the Grant Date.

Mesa Laboratories Inc. 2021 Equity Incentive Plan

Restricted Stock Unit Award Agreement

[GrantDate]

[ParticipantName]

Dear [ParticpantName]:

We are pleased to inform you that Mesa Laboratories, Inc. (the “Company”) has made an award of restricted stock units (the “Restricted Stock Units”) to you as indicated in this Restricted Stock Unit Award Agreement (this “Agreement”). The award of Restricted Stock Units is made pursuant to the Company’s 2021 Equity Incentive Plan (the “Plan”) and is subject to and governed by the Plan generally. All capitalized terms not defined herein shall have the meanings given to such terms in the Plan.

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Exhibit 10.3.5

Note: Do not sign and return this document to the Company. By clicking on the “ACCEPT” box, you acknowledge that you have read the information below and agree to be bound by the terms of the Plan and this Agreement. Please provide such acceptance within ninety (90) days of the Grant Date.

Mesa Laboratories, Inc. 2021 Equity Incentive Plan

Performance Stock Unit Award Agreement

[GrantDate]

[ParticipantName]

[Address 1] [Address 2]

Dear [ParticipantName]:

We are pleased to inform you that Mesa Laboratories, Inc. (the “Company”) has made an award of performance stock units to you (the “Performance Stock Units”) as indicated in this Performance Stock Unit Award Agreement (this “Award Agreement”). The Performance Stock Units are issued pursuant to the Company’s 2021 Equity Incentive Plan (the “Plan”) and are subject to and governed by the Plan generally. All capitalized terms not defined herein shall have the meanings given to such terms in the Plan.

Notice of Award

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TERMINATION AND RELEASE AGREEMENT

THIS TERMINATION AND RELEASE AGREEMENT, dated as of June 2, 2026 (this “Agreement”), is entered into by and among (i) ReTo Eco-Solutions, Inc., a British Virgin Islands business company registered with company number 1885527 (“Buyer” or “ReTo”), (ii) MeinMalzeBier Holdings Limited, a British Virgin Islands business company registered with company number 2164603 (the “Company”), (iii) Lap Cheong Chan (“Mr. Chan” and, solely in his capacity as the representative of the Sellers, the “Sellers’ Representative”), (iv) Terence Kwong Lung Wong (“Mr. Wong” and, together with Mr. Chan, the “Sellers” or the “MMB Shareholders”), (v) Beijing ReTo Hengda Technology Co., Ltd., a company incorporated under the laws of the People’s Republic of China and wholly-owned subsidiary of Buyer (“ReTo Technology”), (vi) Shenzhen Melody Catering Management Co., Ltd., a company incorporated under the laws of the People’s Republic of China (“Melody”),

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AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

This Amended and Restated Loan and Security Agreement (this “Agreement”), dated as of May 29, 2026 (the “Interim Effective Date”), is entered into by and among Nuo Therapeutics, Inc., a Delaware corporation (the “Company”), and each person named on Schedule A hereto (individually, “Lender” and collectively, “Lenders”) and each assignee of any Lender who becomes a party hereto pursuant to the terms of this Agreement, as an amendment and restatement of the Loan and Security Agreement (the “Initial Agreement”) dated as of January 21, 2026 with the lenders named on Schedule A thereto. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 3 hereof.

This Agreement provides the terms on which Lenders shall lend to the Company and the Company shall repay Lenders.

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Exhibit 10.4

OFFER AND TERMS OF EMPLOYMENT

Dear Deshnee,

We are pleased to offer you the position of Chief Executive Officer with CopperTech Metals Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”). This letter will outline the principal terms and conditions of this offer and your employment should you accept.

Your employment will commence on          , 2026. You will report directly to the Board of Directors of the Company unless and until otherwise advised.

Although your initial work location will be remote, the Company reserves the right to designate a principal corporate office or alternative work location in the future which will be your principal working location. This role may require periodic travel to operational facilities, customer locations, and corporate offices in furtherance of Company business, and your willingness and ability to travel both domestically and internationally is a material requirement of this position.

1. Compensation

Base Salary

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Exhibit 10.5

OFFER AND TERMS OF EMPLOYMENT

Dear Pushpender,

We are pleased to offer you the position of Chief Financial Officer with CopperTech Metals Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”). This letter will outline the principal terms and conditions of this offer and your employment should you accept.

Your employment will commence on         , 2026. You will report directly to the Chief Executive Officer of the Company unless and until otherwise advised.

Although your initial work location will be remote, the Company reserves the right to designate a principal corporate office or alternative work location in the future which will be your principal working location. This role may require periodic travel to operational facilities, customer locations, and corporate offices in furtherance of Company business, and your willingness and ability to travel both domestically and internationally is a material requirement of this position.

1. Compensation

Base Salary

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