Browse EX-10 agreements

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Exhibit 10.26

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THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

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SECURED PROMISSORY NOTE

September 15, 2026

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PROMISSORY NOTE

U.S. $75,000 Issuance Date: July 24, 2026

The undersigned maker (“Maker”) promises to pay to the order of Travis Trawick (the “Lender”) the principal sum of U.S. $75,000.00.

On December 31, 2026, all outstanding principal shall be immediately due and payable in full.

Any default by Maker in the payment of principal under this Note shall constitute an event of default hereunder. Venue of any litigation arising in connection with this Note shall be in Virginia Beach, Virginia.

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PRISTINE CAPITAL PARTNERS

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SALES-BASED FINANCING DISCLOSURE FORM

PRISTINE CAPITAL PARTNERS LLC 2361 Nostrand Ave, Brooklyn, NY 11210 (786) 349-3807 | info@pristinecapitalpartners.com

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FIRST AMENDMENT

TO

LEASE AGREEMENT

This First Amendment to the Lease Agreement (the “Lease”), dated October 15, 2023, by and between G&A Real Estate Investment Group LLC as the "Landlord" and Veriheal Inc. hereinafter known as the "Tenant" is made effective as of: August 28, 2025 (the “First Amendment”).

Landlord and Tenant Agree to the amend the Lease as follows:

	1.	Lease Term shall read:

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VERI MEDTECH HOLDINGS, INC.
STOCK INCENTIVE 2025 PLAN
AMENDED AND RESTATED EFFECTIVE AS OF SEPTEMBER 12, 2026

The name of the plan is the Veri Medtech Holdings, Inc. Stock Incentive 2025 Plan, as amended and restated effective as of September 12, 2026 (the “2025 Plan”). The 2025 Plan was originally effective as of September 30, 2025 and is hereby amended and restated in its entirety effective as of September 12, 2026 (the “Amendment and Restatement Date”).

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EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT, (“Agreement”) is made by and between Veri** Medtech Holdings, Inc. **(“Employer”) and **_________________ **(“Employee”).

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202**6 STOCK REPURCHASE PLAN**

VERI MEDTECH HOLDINGS, INC.

JU**LY 15, 202**6

Stock Repurchase Program**: ** The 2026 Program authorizes the Company to repurchase, at any time, up to 3,000,000 shares of its VRHI common stock on the open market, in privately negotiated transactions or otherwise at the Company’s sole discretion.  The 2026 Program may be altered, suspended, or terminated at any time based on various factors including but not limited to market conditions, share price, alternative investment opportunities. The 2026 Program does not obligate or mandate the Company to make any stock purchases of any specific amount, supersedes any other program(s) and continues until terminated.

**CONFIDENTIAL **

CONSULTING AGREEMENT

This Consultant Agreement (“Agreement”) is made and entered into as of the last date of signature below by and between **____________________ **(the “Consultant and **Veri Medtech Holdings, Inc. and its affiliates **(the “Client,”).

In consideration for mutual promises and covenants made herein, the undersigned parties agree to as follows:

1. Engagement.** **The Client agrees to engage Consultant as an independent Consultant to perform the duties outlined herein. (see **Section 2 **below). This Agreement shall be for a period of four (4) years; and continue from year-to-year thereafter unless otherwise agreed to by the parties at the end of the then current term.

2. Duties & Services. Consultant agrees to provide services to the Client follows:

_______________________________________________________________

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INDEPENDENT DIRECTOR AGREEMENT

This DIRECTOR AGREEMENT (the “Agreement”) is made and entered into as of this [ ] day of [ ], by and between VERI MEDTECH HOLDINGS, INC., a Delaware corporation (the “Company”), and [ ] (the “Independent Director”) and shall become effective on the closing date of the Company’s initial public offering (the “Effective Date”).

WHEREAS, the Company desires to engage the Independent Director, and the Independent Director desires to serve, as a non-employee director of the Company, subject to the terms and conditions contained in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the receipt of which is hereby acknowledged, the Company and the Independent Director, intending to be legally bound, hereby agree as follows:

1. DEFINITIONS.

(a) “Corporate Status” describes the capacity of the Independent Director with respect to the Company and the services performed by the Independent Director in that capacity.

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LEASE AGREEMENT

THIS LEASE AGREEMENT hereinafter known as the "Lease" is entered into this 15th day of October,  2023, by and between G&A Real Estate Trust Group LLC as the "Landlord" and Veriheal Inc. hereinafter known as the "Tenant."

WHEREAS, the Landlord desires to lease the Property defined herein under the terms and conditions as set forth herein; and

WHEREAS, the Tenant desires to lease the Property defined herein from the Landlord under the terms and conditions set forth herein.

NOW THEREFORE, for and in consideration of the covenants and obligations contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

PROPERTY. The Landlord owns property and improvements located at: 1700 EAST 17TH AVENUE, Denver, CO, 80218 (hereinafter referred to as the "Property").  Tenant will exclusively occupy the 2nd floor of the Property, pursuant to the terms of this Lease.

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