Browse EX-10 agreements

FIRST AMENDMENT TO

UNIT PURCHASE AGREEMENT AND SECURED PROMISSORY NOTE

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This First Amendment to Unit Purchase Agreement and Secured Promissory Note (this “Amendment”) is entered into as of September 16, 2026, by and among iQSTEL Inc., a Nevada corporation (“Buyer” or “Borrower”); Craig Span, an individual (“Seller” or “Lender”); Globetopper, LLC, a Delaware limited liability company (the “Company”); and IQSTEL Operating Holdings, Inc., a wholly owned subsidiary of Buyer (“IOH”). Buyer, Seller, the Company, and IOH are each referred to herein as a “Party” and collectively as the “Parties.”

BACKGROUND

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Appendix A

AMENDMENT NO. 1 TO THE

PHIO PHARMACEUTICALS CORP.

2020 LONG TERM INCENTIVE PLAN

WHEREAS, Phio Pharmaceuticals Corp. (the “Company”) maintains the Phio Pharmaceuticals Corp. 2020 Long-Term Incentive Plan, amended and restated on September 11, 2025 (the “Plan”); 

WHEREAS, pursuant to Section 2(b)(vi) of the Plan, the Board of Directors (the “Board”) may amend the Plan in any respect the Board deems necessary or advisable; provided that, amendments to the Plan must be approved by the Company’s stockholders if and to the extent required by applicable laws or stock exchange requirements;

WHEREAS, pursuant to Section 2(d) of the Plan, the Board has delegated administration of the Plan to the Compensation Committee of the Board of Directors (the “Compensation Committee”);

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AMENDMENT NO. 2 TO THE F & M BANK CORP.

2020 STOCK INCENTIVE PLAN

WHEREAS, F & M Bank Corp. (the “Company”) maintains the F & M Bank Corp. 2020 Stock Incentive Plan, as amended (the “Plan”);

WHEREAS, pursuant to Section 13(b) of the Plan, the board of directors of the Company (the “Board”) is authorized to amend the Plan; and

WHEREAS, the Board deems it to be in the best interests of the Company to amend the Plan as set forth below.

NOW, THEREFORE, in accordance with the provisions of Section 13(b) of the Plan, the Plan is hereby amended in the following respects:

1. Section 3(a) of the Plan is deleted in its entirety and the following substituted in lieu thereof:

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AMENDMENT NO. 1 TO THE F & M BANK CORP.

2023 DIRECTORS STOCK INCENTIVE PLAN

WHEREAS, F & M Bank Corp. (the “Company”) maintains the F & M Bank Corp. 2023 Directors Stock Incentive Plan (the “Plan”);

WHEREAS, pursuant to Section 9(b) of the Plan, the board of directors of the Company (the “Board”) is authorized to amend the Plan; and

WHEREAS, the Board deems it to be in the best interests of the Company to amend the Plan as set forth below.

NOW, THEREFORE, in accordance with the provisions of Section 9(b) of the Plan, the Plan is hereby amended in the following respects:

1. Section 3(a) of the Plan is deleted in its entirety and the following is substituted in lieu thereof:

(a) Number of Shares. Subject to adjustment as provided in Section 10, and subject to Section 3(b) and 3(c), a total of 100,000 shares of Company Stock may be issued pursuant to Awards under the Plan.

2. Except as herein amended, the terms and provisions of the Plan shall remain in full force and effect as originally adopted and approved, as amended to date.

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LOAN AND SECURITY AGREEMENT

THIS LOAN AND SECURITY AGREEMENT (including all schedules, exhibits and a ppendices attached or otherwise identified therewith, as amended, modified or restated from time to time, this “Agreement”) dated as of MARCH 17, 2026 (the”Effective Date”), is between (a) ALTRIARCH HOLDINGS SPV, LLC, a Dela ware limited lia bility company (together with its successors and a ssigns, “Lender”) and (b) (i) ZIRCON CORPORATION, a Ca lifornia corporation (“Zircon”) and (ii) ZRCN INC. a Delaware corporation (“ZRCN” and together with Zircon, jointly and severally, “Debtor”).

RECITALS

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WHEREAS, Obligor (a ) has determined that Obligor will benefit specifically and materially from the Credit Facility contemplated by this Agreement, and (b) has requested and bargained for the structure, termsand obligations set forth in the Loan Documents.

WHEREAS, Lender is willing to make the Credit Facility available upon and subject to the provisions, terms and conditions set forth in the Loan Documents.

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September 9, 2026

ZIRCON CORPORATION

1580 Dell Avenue

Campbell, CA 95008 Attention: John Stauss

ZRCN INC.

1580 Dell Avenue

Campbell, CA 95008 Attention: John Stauss

Re: LOAN AND SECURITY AGREEMENT (as amended, modified or restated from time to time, this “Agreement”) dated as of MARCH 17, 2026 by and between (a) ALTRIARCH HOLDINGS SPV, LLC, a Delaware limited liability company (together with its successors and assigns, “Lender”), and (b) (i) ZIRCON CORPORATION, a California corporation (“Zircon”) and (ii) ZRCN INC., a Delaware corporation (“ZRCN” and together with Zircon, jointly and severally, “Debtor”). All terms not otherwise defined herein shall have the meaning set forth in the Agreement.

Dear Sirs:

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Exhibit 10.5

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INDEMNIFICATION AGREEMENT

This agreement, made and entered into effective as of [●], 2026 (“Agreement”), by and between Orange Street Acquisition Corporation, a Cayman Islands exempted company (“Company”), and the undersigned indemnitee (“Indemnitee”).

WHEREAS, the adoption of the Sarbanes-Oxley Act of 2002 and other laws, rules and regulations being promulgated have increased the potential for liability of officers and directors;

WHEREAS, the Board of Directors of the Company (“Board”) has determined that the ability to attract and retain such persons is in the best interests of the Company’s shareholders;

WHEREAS, it is reasonable, prudent and necessary for the Company to obligate itself contractually to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that such persons will serve or continue to serve the Company free from undue concern that they will not be adequately indemnified;

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Orange Street Acquisition Corporation

89 Nexus Way, Camana Bay

Grand Cayman KY1-9009, Cayman Islands

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[  ], 2026

Orange Street Capital Limited

Ritter House, Wickhams Cay II, PO Box 3170

Road Town, Tortola VG1110, British Virgin Islands

Re: Administrative Services Agreement

Ladies and Gentlemen:

This letter agreement by and between Orange Street Acquisition Corporation (the “Company”) and Orange Street Capital Limited (“Sponsor”), will confirm our agreement that, commencing on the effective date (the “Commencement Date”) of the Registration Statement on Form S-1 filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) for the initial public offering of the Company’s securities and continuing until the earlier of (x) the consummation by the Company of an initial business combination or (y) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

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Orange Street Acquisition Corporation

89 Nexus Way, Camana Bay

Grand Cayman KY1-9009, Cayman Islands

September 9, 2026

Orange Street Capital Limited

Ritter House, Wickhams Cay II, PO Box 3170, Road Town,

Tortola VG1110, British Virgin Islands

RE: Subscription Agreement

Ladies and Gentlemen:

This agreement (the “Agreement”) is entered into as of September 9, 2026, by and between Orange Street Acquisition Corporation, a Cayman Islands exempted company (the “Company,” “we” or “us”) and Orange Street Capital Limited, a British Virgin Islands business company with limited liability (the “Subscriber” or “you”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 2,906,944 ordinary shares, $0.0001 par value per share (the “Shares”), up to 379,166 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of shares of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s

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THIS PROMISSORY NOTE (“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: U.S.$600,000	Effective as of August 30, 2026

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INCENTIVE STOCK OPTION AGREEMENT

UNDER THE EXASCALE LABS HOLDINGS INC.

2026 OMNIBUS EQUITY INCENTIVE PLAN

Name of Optionee:
No. of Option Shares:
Option Exercise Price per Share:
Grant Date:
Expiration Date:

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EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”) is entered into as of September 28, 2026 (the “Execution Date”), by and between Exascale Labs Holdings Inc., a Delaware corporation (the “Company”), and Hoansoo Lee (the “Executive”).

The Company and the Executive are sometimes referred to individually as a “Party” and collectively as the “Parties.”

Notwithstanding the Execution Date, the Parties expressly agree that the Executive’s employment with the Company commenced and shall be deemed effective as of August 27, 2026 (the “Employment Effective Date”), which is the date on which the Company’s business combination closed.

1.	Employment

	1.1.	Position

The Company hereby employs the Executive as its Chief Executive Officer (“CEO”), and the Executive hereby accepts such employment, subject to the terms and conditions of this Agreement.

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