Browse EX-10 agreements

Exhibit 10.1 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED OR OMITTED. FI N°: 50840 Serapis N°: 2025-0385 GLOBAL GATEWAY CHIP SUPPLY CHAIN STRENGHTENING USD 250,000,000 Facility A Agreement between European Investment Bank and NXP B.V. 1 September 2026

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Antares Strategic Credit Fund II LLC

320 South Canal Street, Suite 4200

Chicago, Illinois 60606

	Re:	Waiver of Certain Advisory Fees under the Investment Advisory Agreement between Antares Capital Credit Advisers LLC and Antares Strategic Credit Fund II LLC

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FORM OF LOCK-UP AGREEMENT

THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of [   ], 2026, by and between the undersigned (the “Holders”) and D. Boral ARC Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (as defined below) (“Purchaser”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Merger Agreement (as defined below).

BACKGROUND

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SAFE HOLDER ACKNOWLEDGEMENT AND LOCK-UP AGREEMENT

This Acknowledgement and Lock-Up Agreement (this “Agreement”) is dated as of [          ], 2026, by and between the undersigned holder (the “SAFE Holder”) and Exascale Labs Inc., a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).

WHEREAS, D. Boral ARC Acquisition I Corp., a British Virgin Islands business company (“Parent”), D. Boral ARC Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“PubCo”), D. Boral Arc Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and the Company have entered into that certain Agreement and Plan of Merger dated as of January 11, 2026 (the “Merger Agreement”) pursuant to which (i) Parent shall continue out of the British Virgin Islands and into the State of Delaware so as to re-domicile as and become a Delaware corporation by means of a merger of Parent with and into PubCo, with PubCo contin

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**EXASCALE LABS HOLDINGS INC. **

2026 OMNIBUS EQUITY INCENTIVE PLAN

SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS

The name of the plan is the Exascale Labs Holdings Inc. 2026 Omnibus Equity Incentive Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, non-employee directors and consultants of Exascale Labs Holdings Inc. (the “Company”) and its Affiliates upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its business to acquire a proprietary interest in the Company. It is anticipated that providing such persons with a direct stake in the Company’s welfare will assure a closer identification of their interests with those of the Company and its stockholders, thereby stimulating their efforts on the Company’s behalf and strengthening their desire to remain with the Company.

The following terms shall be defined as set forth below:

*“Act” *means the Securities Act of 1933, as amended, and the rules and regulations thereunder.

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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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LOAN AGREEMENT

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This Loan Agreement (the “Agreement”) is entered into as of August 28, 2026 by and between:

1. Nex Neo Tech Inc., a Wyoming corporation (the “Company” or “Borrower”), and

2. Zetoria LLC, a Wyoming limited liability company (the “Investor” or “Lender”).

The Company and the Investor are each referred to herein as a “Party” and collectively as the “Parties.”

WHEREAS:

A. The Investor desires to loan funds to the Company, and the Company desires to borrow such funds, on the terms and conditions set forth herein; and

B. In consideration for the loan, the Company shall issue to the Investor a convertible promissory note (the "Note"), the terms of which are set forth in a Convertible Promissory Note Agreement entered into between the Parties on even date herewith (the “Note Agreement”).

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. Loan

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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 MAKER THAT SUCH REGISTRATION IS NOT REQUIRED.

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CONVERTIBLE PROMISSORY NOTE AGREEMENT

This Convertible Promissory Note Agreement (this “Note Agreement”) is entered into as of August 28, 2026 by and between:

1**. Nex Neo Tech Inc.**, a Wyoming corporation (the “Company” or “Borrower”), and

2. Zetoria LLC, a Wyoming limited liability company (the “Investor,” and as holder of the Note, the “Holder” or “Lender”).

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August 28, 2026

Clay Ritchey

[Home address redacted]

Re: Offer of Employment

Dear Clay:

We are pleased to offer you the position of Chief Executive Officer at Definitive Healthcare, LLC, a Massachusetts limited liability company (the “Company”) and its parent company, Definitive Healthcare Corp., a Delaware corporation (“Parent”, and together with the Company, the “Company Group”). Your first day of employment will be September 8, 2026 (the “Start Date”). The terms and conditions of your employment are set forth below.

Position; Duties and Responsibilities

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August 28, 2026

VIA EMAIL

Rhoniel A. Daguro,

[*]*

Re: Resignation as CEO of authID (the “Company”) and Appointment as Chairman of the Board of Directors (the “Board”)

Dear Rhon,

I refer to your letter dated August 26, 2026, by which you resigned as CEO of the Company effective September 4, 2026. On behalf of the Company the Board hereby accepts your resignation for “Good Reason” as defined in your Executive Retention Agreement dated as March 23, 2023 (“Retention Agreement”).

I also refer to the Compensation Committee’s letters to you dated as of February 20, 2026 and May 26, 2026 (collectively the “Retention Letters”).

The Board is pleased that you have decided to remain on the Board and the Board has resolved to appoint you as Chairman of the Board effective immediately, during the remainder of your current elected term, subject to your earlier resignation, or removal, in accordance with the By-Laws of the Company.

In consideration of your agreement to serve as Chairman of the Board, the Company and you agree to the following terms:

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August 28, 2026

VIA EMAIL

Thomas R. Szoke

[*]

Re: Appointment as Interim CEO of authID (the “Company”)

Dear Tom,

I am pleased to write to you on behalf of the Board of Directors of the Company (the “Board”) to appoint you as Interim Chief Executive Officer of the Company (“CEO”) with effect from September 4, 2026

In consideration of your agreement to serve as CEO, the Company and you agree to the following terms, which amend your Offer Letter dated as of April 12, 2023:

(1) Your job responsibilities will comprise managing and overseeing all operations and matters of the Group, in order to establish a successful business and manage growth. In addition, you will undertake such functions as are customarily applicable to your position, as well as those that are reasonably assigned to you by the Board.

(2) Your base salary shall be increased to $300,000 per annum, with effect from the date of your appointment.

(3) The Company shall pay you a cash bonus in the sum of $10,000 within five (5) business days.

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Execution Version

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CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

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AMENDED AND RESTATED
OPERATING AGREEMENT

of

MJ Topco, LLC

Dated as of September 1, 2026

THE UNITS REFERRED TO IN THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE OR FOREIGN SECURITIES LAWS. THE UNITS MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE AND FOREIGN SECURITIES LAWS PURSUANT TO REGISTRATION THEREUNDER OR EXEMPTION THEREFROM. ADDITIONALLY, ANY SALE, TRANSFER OR OTHER DISPOSITION OF ANY UNIT IS SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN THIS AGREEMENT. 

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