Browse EX-10 agreements

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Exhibit 10.5

EMPLOYMENT AGREEMENT

THIS AGREEMENT made as of the 19th day of April, 2021.

B E T W E E N:˙

HIVE ATLANTIC DATACENTRES LTD., a corporation existing under the laws of New Brunswick, having its registered office at 44 Chipman Hill, Suite 1000, Saint John, NB, E2E 2A9

(hereinafter referred to as the "Corporation")

• and -

GABRIEL IBGHY, domiciled and residing at 4221 Av. de l'Esplanade, suite 202, Montréal, H2W 1T1  in the Province of Québec

(hereinafter referred to as the "Employee").

WHEREAS the Corporation wishes to hire the Employee to work remotely hereinafter described and the Employee wishes to provide such services to the Corporation in New Brunswick on the terms and conditions contained herein;

NOW THEREFORE THIS AGREEMENT WITNESSES THAT, in consideration of the premises, the respective covenants and agreements of the parties hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party, the parties agree as follows:

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Exhibit 10.2

HIVE DIGITAL TECHNOLOGIES LTD.

2023 RESTRICTED SHARE UNIT PLAN

Approved by the Board of Directors Effective August 25, 2022.

Last Approved by Shareholders on [ ], 2023

Approved by the TSX Venture Exchange on September 11, 2023

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HIVE DIGITAL TECHNOLOGIES LTD.

2023 RESTRICTED SHARE UNIT PLAN

1. INTERPRETATION

1.1 Restricted Share Unit Plan

The plan herein described shall be called the "Restricted Share Unit Plan" and is referred to herein, as may be amended from time to time, as the "Plan".

1.2 Definitions

For the purposes of the Plan, unless there is something in the subject matter or context inconsistent therewith the following terms shall have the following meanings:

"Account" means the account set up on behalf of each Participant in accordance with Section 4.1(b);

"Applicable Law" means all applicable federal, provincial and foreign laws and any regulations, instruments or orders enacted thereunder, and the rules, regulations and policies of the Stock Exchange;

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Exhibit 10.1

HIVE DIGITAL TECHNOLOGIES LTD.

(FORMERLY HIVE BLOCKCHAIN TECHNOLOGIES LTD.)

INCENTIVE STOCK OPTION PLAN

Dated:  July 15, 2017

as amended November 16, 2022

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Table of Contents

ARTICLE 1 DEFINITIONS AND INTERPRETATION	3
1.1  Defined Terms	3
1.2  Interpretation	7
ARTICLE 2 ESTABLISHMENT OF PLAN	7
2.1  Purpose	7
2.2  Shares Reserved	7
2.3  Non-Exclusivity	8
2.4  Effective Date and Term of the Plan	8
ARTICLE 3 ADMINISTRATION OF PLAN	9
3.1  Administration	9
3.2  Amendment, Suspension and Termination	9
3.3  Compliance with Laws	10
3.4  Tax Withholdings	10

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Exhibit 10.1

	Date:	June 1, 2026

	To:	Live Oak Acquisition Corp. V, a Cayman Islands exempted company (“LOAC”); following the Business Combination (as defined below), to Teamshares Inc., a Delaware corporation, which will result from the redomestication of LOAC to Delaware (collectively, the “Counterparty”).

	Address:	Live Oak Acquisition Corp. V 4921 William Arnold Road Memphis, Tennessee 38117 Attn: Richard Hendrix

	From:	HB Strategies LLC (the “Seller”)

	Re:	Prepaid Share Forward

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Exhibit 10.1

June 1, 2026

James Levine

San Diego, CA

Dear James,

Offer of Employment with Kazia Therapeutics

On behalf of Kazia Therapeutics, Inc, I am pleased to offer you the position of Chief Financial Officer. We look forward to welcoming you as a colleague.

The terms of the position are as set forth below.

Position

Particulars. Your position, place of work, and commencement date will be as described in Attachment 1 of this letter.

Employer. Your employer will be Kazia Therapeutics, Inc (the “Company”), a Delaware company. Kazia reserves the right to assign your employment to other corporate entities within its group at its sole discretion.

Obligation to Best Efforts. You agree that you will, at all times, loyally and conscientiously perform all the duties and obligations associated with this role to the best of your ability and experience, and to the reasonable satisfaction of the Company.

Outside Activities; Non-Interference; Conflicts of Interest

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May 27, 2026

James Goren

JAG Multi Investments LLC

c/o Bredefeld & Assoc. PC

125 Maple Avenue, Suite C

Chester, New Jersey 07930

RE:	Demand Notes and Warrants

Dear James

Reference is made to those certain demand notes dated October 21, October 28, November 10, December 13, December 29, 2022, and July 10, 2023 (the “Demand Notes”) issued by INVO Fertility, Inc. (f/k/a INVO Bioscience, Inc.; “INVO”) to JAG Multi Investments LLC (“JAG”). Under the Demand Notes, JAG loaned INVO a total of $600,000. The Demand Notes are currently in payment default and we are entering into this letter agreement (this “Agreement”) to cure such default. All capitalized terms used herein that are not defined shall have the meaning assigned to those terms in the Demand Notes.

By signing below, INVO and JAG agree to the following:

1.	The maturity date of the Demand Notes is extended until December 31, 2026.

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PRIVILEGED AND CONFIDENTIAL

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April 23, 2026

​

Ericka L. Ayles

2301 Eagle Parkway

Fort Worth, TX 76177

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**Re:**Amended and Restated Employment Terms

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Dear Ericka:

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This amended and restated letter agreement (this “Agreement”) sets forth the terms of your continued employment at Yesway, Inc. (“Yesway,” together with any subsidiaries and affiliates as may employ you from time to time, the “Company”). This Agreement will be effective on the closing date of the initial public offering of Yesway (the “IPO”) or such other date mutually agreed upon by the parties.

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Employment and Duties

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You will be employed in the role of Chief Financial Officer and Treasurer of Yesway and you shall perform the duties of this role as are customary and as may be required by the Company. You will report to the CEO of Yesway.

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PRIVILEGED AND CONFIDENTIAL

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April 23, 2026

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Kurt M. Zernich

2301 Eagle Parkway

Fort Worth, TX 76177

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**Re:**Amended and Restated Employment Terms

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Dear Kurt:

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This amended and restated letter agreement (this “Agreement”) sets forth the terms of your continued employment at Yesway, Inc. (“Yesway,” together with any subsidiaries and affiliates as may employ you from time to time, the “Company”). This Agreement will be effective on the closing date of the initial public offering of Yesway (the “IPO”) or such other date mutually agreed upon by the parties.

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Employment and Duties

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You will be employed in the role of General Counsel and Secretary of Yesway and you shall perform the duties of this role as are customary and as may be required by the Company. You will report to the CEO of Yesway.

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YESWAY, INC.

AMENDED AND RESTATED EXECUTIVE SEVERANCE PLAN

1.Establishment and Purpose

This Executive Severance Plan (the “Plan”) was originally established by the Board of Managers of BW Gas & Convenience Holdings, LLC effective as of May 31, 2022 and amended and assumed by Yesway, Inc. (together with its subsidiaries and affiliates that may employ Participants from time to time, the “Company”) as of April 21, 2026 (the “Effective Date”). The purpose of this Plan is to promote the interests of the Company and its equityholders by retaining certain executive-level employees through the provision of severance protections to such employees in the event their employment is terminated under the circumstances described in this Plan. The Plan is intended to be, and shall be interpreted and construed as, an unfunded employee pension benefit plan under Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and Section 2520.104-23 of the regulations promulgated by the U.S. Department of Labor, maintained primarily for the benefit of a select g

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