Browse EX-10 agreements

EXASCALE LABS HOLDINGS INC.

NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

Exascale Labs Holdings Inc., a Delaware corporation (the “Company”), believes that the granting of cash and equity compensation to the members of its Board of Directors (the “Board,” and members of the Board, the “Directors”) represents an effective tool to attract, retain and reward Directors who are not employees of the Company (the “Non-Employee Directors”). This Non-Employee Director Compensation Policy (this “Policy”) is intended to formalize the Company’s policy regarding cash compensation and grants of equity to its Non-Employee Directors. Unless otherwise defined herein, capitalized terms used in this Policy will have the meaning given such term in the Exascale Labs Holdings Inc. 2026 Omnibus Equity Incentive Plan (the “Plan”). Each Non-Employee Director will be solely responsible for any tax obligations incurred by such Non-Employee Director as a result of the cash payments paid and equity awards granted to such Non-Employee Director under this Policy.

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EXASCALE LABS HOLDINGS INC.   |   EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”) is entered into as of September 25, 2026 (the “Effective Date”), by and between Exascale Labs Holdings Inc., a Delaware corporation (the “Company”), and Jake Carney (the “Executive”).

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

1.	Employment

	1.1.	Position

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

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INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “Agreement”), dated as of [          ], is by and between Exascale Labs Holdings Inc., a Delaware corporation (the “Company”) and [          ] (the “Indemnitee”).

WHEREAS, the Company expects Indemnitee to join the Company as [a director/an officer] of the Company;

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

WHEREAS, the board of directors of the Company (the “Board”) has determined that enhancing the ability of the Company to retain and attract the most capable persons as directors and officers is in the best interests of the Company and its stockholders and that the Company therefore should seek to assure such persons that indemnification and insurance coverage is available; and

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Eligible Salary Net Income Incentive EBITDA 45Z Tax Credit Share Value Yield/Project Compliance Total Percent Incentive Total Incentive Brian Kletscher Yes 297,351.34$ 26% 8.00% 15.00% 2.00% 3.00% 5.00% 59.00% 175,437.29$ Eligible Salary Net Income Incentive EBITDA 45Z Tax Credit Share Value Financial Reports Audit/SEC Compliance Total Percent Incentive Total Incentive Lucas Schneider Yes 194,705.42$ 26% 8.00% 15.00% 2.00% 2.00% 3.00% 56.00% 109,035.04$ 284,472.33$ CEO Executive Bonus CFO Executive Bonus Base Salary Percent 297,351.34$ Base Salary Percent 194,705.42$ Bonus potential 59% Bonus Potential 56% 1. EBITDA 8% 1. EBITDA 8% Budgeted 9,972,735 3% 8,920.54$ Budgeted 9,972,735 3% 5,841.16$ plus 10% 10,970,008 3% 8,920.54$ plus 10% 10,970,008 3% 5,841.16$ plus 15% 11,468,645 2% 5,947.03$ plus 15% 11,468,645 2% 3,894.11$ 2. Debt Service Removed for 2021, 2022, 2023, 2024, 2025, 2026 & 2027. 2. Debt Service removed for 2021, 2022, 2023, 2024, 2025, 2026 & 2027. Budget plus 5% Budget plus 5% plus 10% plus 10% plus 15% plus 15% 3. Compliance 5% 3. Compliance 3% MPCA/DNR Permits Water

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VOTING AND SUPPORT AGREEMENT

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THIS VOTING AND SUPPORT AGREEMENT, dated as of September 25, 2026 (this “Voting and Support Agreement”) is entered into by and among Flower AcquireCo, LLC, a Delaware limited liability company (“Parent”), The Marygold Companies, Inc., a Nevada corporation (the “Company”) and • (the “Stockholder Signatory”). All capitalized terms not otherwise defined in this Voting and Support Agreement shall have the meanings assigned thereto in the Merger Agreement (as defined below).

RECITALS:

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A. The Board of Directors of the Company has approved and adopted that certain Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among Parent, Flower Merger Sub Inc., a Nevada corporation and a wholly-owned subsidiary of Parent (“Merger Sub”) and the Company, pursuant to which, among other things, Merger Sub will merge with and into the Company, with the Company surviving as the Surviving Corporation as a wholly owned subsidiary of Parent (the “Merger”).

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SECOND AMENDMENT TO PROMISSORY NOTE

**THIS SECOND AMENDMENT TO PROMISSORY NOTE **(this “Agreement”), dated as of April l3, 2026, by and between **MED-X, **INC. (the “Borrower”) and **MATTHEW MILLS and JENNIFER MILLS **(the “Lender” and/or their successors and assigns (collectively, with the Lender, the “Holder”).

**WHEREAS, **Borrower executed and delivered a Note dated as of August 6, 2022 for the benefit of Lender in the original principal amount of$500,000 (the “Original Note”);

**WHEREAS, **Lender and Borrower are parties to that certain Line of Credit Agreement dated as of August 6, 2022, by and between Borrower and Lender;

**WHEREAS, **the Original Note was amended by that certain Amendment to Promissory Note dated September 28, 2023 (the “First Amendment,” and together with the Original Note, the “Note”);

**WHEREAS, **the First Amendment introduced a conversion feature tied to a public offering;

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MED-X, INC.

2026 STOCK INCENTIVE PLAN

(As adopted on January 2, 2026)

1. Purpose. The purpose of the 2026 Stock Incentive Plan (the “Plan”) of Med-X, Inc., a Nevada corporation (the “Company”) is to increase stockholder value and to advance the interests of the Company by furnishing a variety of economic incentives (“Incentives”) designed to attract, retain and motivate employees, directors and certain key consultants of the Company. Incentives may consist of opportunities to purchase or receive shares of voting common stock, par value $0.001 per share, of the Company (“Common Stock”) on terms determined under this Plan.

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AMENDMENT TO PROMISSORY NOTE

THIS AMENDMENT TO PROMISSORY NOTE (this "Agreement"), dated as of August 1, 2023, by and between **MED-X, INC. *(the "*B**orrower") and **MATTHEW MILLS and JENNIFER MILLS *(the "*L**ender" and/or their successors and assigns (collectively, with the Lender, the "Holder").

**WHEREAS, **Borrower executed and delivered a Note dated as of August 6, 2022 for the benefit of Lender in the original principal amount of $500,000 (the "Note");

**WHEREAS, **Lender and Borrower are parties to that certain Line of Credit Agreement dated as of August 6, 2022, by and between Borrower and Lender;

**WHEREAS, **Lender and Borrower desire to amend the Note as set forth herein.

**NOW, THEREFORE, **for other good and valuable consideration, the parties hereto agree as follows:

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”), dated as of September 16, 2026, is entered into by and between MED-X, Inc., a Nevada corporation (“Company”), and Streeterville Capital, LLC, a Utah limited liability company (“Investor”). Capitalized terms used but not otherwise defined herein will have the meanings set forth in Section 13.

A. Company and Investor are executing and delivering this Agreement in reliance upon an exemption from securities registration afforded by the Securities Act of 1933, as amended (the “1933 Act”), and the rules and regulations promulgated thereunder by the United States Securities and Exchange Commission (the “SEC”).

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