Browse EX-10 agreements

Real Technology Broker Ltd.

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To:	Tamir Poleg, I.D number 038309860 Of 11 Hagalim St. Arsuf, Israel	​

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May 6, 2026

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Employment Agreement

Dear Tamir,

We are pleased to extend you this offer of employment in Real Technology Broker Ltd. (the “Company”). This letter sets forth the terms of your employment, which, if you accept by countersigning below, will govern your employment with the Company (the “Agreement”).

1.	Duties, Obligations and Consents

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INDEMNIFICATION AGREEMENT

This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this [●] day of [●] (the “Effective Date”) by and between Real REMAX Group Inc., a Delaware corporation (the “Company”), and [●] (the “Indemnitee”).

WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available;

WHEREAS, the Indemnitee is or was a director and/or officer of the Company, and/or is or was serving or may in the future serve as a director, officer, board observer, fiduciary or member of the management board (or foreign equivalent thereof) of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise (a “Covered Entity”) at the request of the Company;

WHEREAS, both the Company and the Indemnitee recognize the risk of litigation and other claims being asserted against directors and/or officers of public companies;

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Executive Severance Agreement

This Executive Severance Agreement (the “Agreement”) is made and entered into as of [DATE], by and between [EXECUTIVE NAME] (the “Executive”) and [Real Broker, LLC, a Texas limited liability company] (the “Company”), in connection with the Executive’s employment by the Company. Any capitalized terms not defined herein shall have the meaning set forth in the Company’s 2025 Stock Incentive Plan.

WHEREAS, the Executive and the Company have executed an offer letter dated [DATE], setting forth certain terms and conditions of the Executive’s employment with the Company (the “Offer Letter”), and an [Employee Intellectual Property, Confidentiality, Non-Competition and Non-Solicitation Agreement] dated [DATE], setting forth certain legal duties and obligations that the Executive owes to the Company both during Executive’s employment and after such employment ends (the “Restrictive Covenant Agreement”); and

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Executive Severance Agreement

This Executive Severance Agreement (the “Agreement”) is entered into as of [DATE], by and between Tamir Poleg (the “Executive”) and Real Technology Broker Ltd., a company registered in Israel under number 515095065 (the “Company”), and together with the Executive, (the “Parties”), in connection with the Executive’s employment by the Company. Any capitalized terms not defined herein shall have the meaning set forth in the Company’s 2025 Equity Incentive Plan.

WHEREAS, the Executive and the Company have executed employment agreement dated April 1, 2026 Employment Agreement, setting forth certain terms and conditions of the Executive’s employment with the Company (the “Employment Agreement”), and an Confidentiality, Non-Competition, Non-Solicitation, and Assignment of Inventions Undertaking dated April 1, 2026, setting forth certain legal duties and obligations that the Executive owes to the Company both during Executive’s employment and after such employment ends (the “Restrictive Covenant Agreement”); and

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DEBT FORGIVENESS AGREEMENT

This Debt Forgiveness Agreement (this “Agreement”), dated and effective as of June 30, 2026 (“Effective Date”), is made by Black Hawk Acquisition Corporation, a company organized under the laws of the Cayman Islands, (“BKHA”) and Vesicor Therapeutics, Inc., a California corporation, (“VESI”). BKHA and VESI may also be referred to individually as a “Party” and collectively as the “Parties”.

Background:

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75 Rockefeller Plaza New York, NY 10019 +1 212 220-2660

www.basepointcapital.com

 

STRICTLY PRIVATE & CONFIDENTIAL

 

June 16, 2026

 

TMX MP SPE, LLC

2312 E Trinity Mills Rd., Suite 100 Carrollton, TX 75006

Attention: Kyle Hanson

 

Re:         Master Loan and Security Agreement – Renewal

 

Dear Kyle:

 

TMX MP SPE, LLC, a Delaware limited liability company (“Borrower” or “you”), as Borrower under that certain Master Loan and Security Agreement, dated as of February 10, 2023 (as amended, modified or restated from time to time, the “Credit Facility”) has advised BP Commercial Funding Trust II, Series SPL-XVI, a statutory series of BP Commercial Funding Trust II, a Delaware statutory trust, for itself and for no other series of BP Commercial Funding Trust II (“BP Lender” or the “Commitment Parties” or “we” or “us”), that you desire to extend the Draw Period (as defined in the Credit Facility) to December 31, 2027 (the “Extended Term”).

 

This letter is hereinafter referred to as the “Commitment Letter”.

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Confidential

  

Execution Version

SALE AND ASSIGNMENT AGREEMENT

THIS SALE AND ASSIGNMENT AGREEMENT (this “Agreement”) is entered into on March 20, 2026, to be effective retroactively as of December 31, 2025 (the “Effective Date”).

BY AND AMONG:

TRANSOCEAN MINERALS HOLDINGS LIMITED

A Bermuda exempted company (“TMH”), as seller and assignor;

AMERICAN OCEAN MINERALS CORPORATION

A corporation existing under the laws of the State of Delaware (the “Purchaser”), as purchaser and assignee;

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KIVA MARINE LIMITED, a Cook Islands limited company, as borrower (the “Borrower”), and OCEAN MINERALS, LLC, a Cayman Islands limited liability company (the “OML Parent” and, together with the Borrower and any other person that granted a guarantee or security in favour of TMH to guarantee or secure the Assigned Rights and Obligations (as defined herein), the “OML Loan Parties”), solely for the limited purposes set forth in Section 10 hereof.

RECITALS:

 

A.

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Confidential

  

Execution Version

SALE AND ASSIGNMENT AGREEMENT

THIS SALE AND ASSIGNMENT AGREEMENT (this “Agreement”) is dated as of April 7, 2026.

BETWEEN:

MINERALS HARVESTING COOK ISLANDS, LP,

A Delaware limited partnership (“MHCI”) acting through its general partner Minerals Harvesting Capital, LLC (the “General Partner”), as seller and assignor

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AMERICAN OCEAN MINERALS CORPORATION

A corporation existing under the laws of the State of Delaware (the “Purchaser”), as purchaser and assignee

RECITALS:

 

A.

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Confidential

  

Execution Version

SALE AND ASSIGNMENT AGREEMENT

THIS SALE AND ASSIGNMENT AGREEMENT (this “Agreement”) is entered into on March 20, 2026, to be effective retroactively as of December 31, 2025 (the “Effective Date”).

BY AND AMONG:

TRANSOCEAN MINERALS HOLDINGS LIMITED

A Bermuda exempted company (“TMH”), as seller and assignor;

AMERICAN OCEAN MINERALS CORPORATION

A corporation existing under the laws of the State of Delaware (the “Purchaser”), as purchaser and assignee;

- and -

KIVA MARINE LIMITED, a Cook Islands limited company, as borrower (the “Borrower”), and OCEAN MINERALS, LLC, a Cayman Islands limited liability company (the “OML Parent” and, together with the Borrower and any other person that granted a guarantee or security in favour of TMH to guarantee or secure the Assigned Rights and Obligations (as defined herein), the “OML Loan Parties”), solely for the limited purposes set forth in Section 10 hereof.

RECITALS:

 

A.

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Memorandum of Agreement

This Memorandum of Agreement (“Agreement”) is entered into as of November 17, 2025, by and between American Ocean Minerals Corporation (“AOMC”) and CIC LLC (“CIC”).

RECITALS

WHEREAS, CIC has existing consulting agreements with certain individuals to perform services; and

WHEREAS, AOMC desires to utilize the services of these individuals and to represent them as part of its team in various communications, and CIC agrees to make them available and grant such permissions under the terms herein.

AGREEMENT

NOW, THEREFORE, the parties agree as follows:

1. Verification of Personnel

I, Gregory P. Stemm, as Managing Member of CIC LLC, hereby verify that the following individuals (“Consultants”) have consulting agreements with CIC LLC for services rendered on CIC Projects:

 

 

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Charles Morgan

 

 

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Tom Detweiller

 

 

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David Weight

 

 

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David Fontes

 

 

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Donna MacKenzie

2. Provision of Services

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ASSIGNMENT AND ASSUMPTION AGREEMENT

This assignment and assumption agreement (this “Agreement”) is dated March 2, 2026 (the “Effective Date”) between American Ocean Minerals Corp. (the “Assignor”) and 1001525062 Ontario Inc. (the “Assignee”).

RECITALS:

 

 

(a)

The Assignor and others entered into the agreements listed in Schedule “A” (the documents in item numbers (i) through and including (v) of Schedule “A” being sometimes referred to herein as the “Royalty Agreement” and the document in item number (vi) of Schedule “A” being sometimes referred to herein as the “Royalty Agreement Security Document”); and,

 

 

(b)

The Assignor and the Assignee have agreed that the Assignor will assign all of its rights and interests under the Royalty Agreement to the Assignee and the Assignee will assume all of the Assignor’s rights and obligations under the Royalty Agreement (the “Royalty Interests”), all on and subject to the terms herein contained;

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NOTE PURCHASE AGREEMENT

THIS NOTE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of April 8, 2026, by and between CIC LLC, a Florida limited liability company with its principal office located at 1603 Sunshine Dr., Clearwater, FL 33765 (the “Issuer”) and American Ocean Minerals Corporation, a Delaware corporation with its principal office located at 400 N. Ashley Drive, Suite 190, Tampa, Florida 33609 (the “Holder” and together with the Issuer, the “Parties” and each a “Party”). Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to them in Section 1 below.

RECITALS:

WHEREAS, on the terms and subject to the conditions set forth in this Agreement, the Holder has agreed to purchase a convertible promissory note (the “Note”) from the Issuer in the aggregate amount of up to U.S.$5,000,000.

NOW, THEREFORE, in consideration of the foregoing, and the representations, warranties, and covenants set forth below, the parties, intending to be legally bound, hereby agree as follows:

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