Browse EX-10 agreements

DEBT CONVERSION AND SHARE ISSUANCE AGREEMENT

This Debt Conversion and Share Issuance Agreement (this “Agreement”) is entered into as of July 21, 2026 (the “Effective Date”), by and among:

LUNAI BIOWORKS, INC., a Delaware corporation (“Lunai” or the “Company”);

RENÉ SINDLEV, an individual (“Sindlev”);

RS ARVING ApS, a Danish private limited liability company (Anpartsselskab), CVR No. 31889286 (“RS** Arving**”); and

RS GROUP ApS, a Danish private limited liability company (Anpartsselskab), CVR No. 20594306 (“RS Group”).

Sindlev, RS Arving and RS Group are referred to individually as a “Creditor” and collectively as the “Creditors”; Lunai and the Creditors are referred to individually as a “Party” and collectively as the “Parties.”

RECITALS

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EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this "Agreement") is made and dated as of July 22, 2025, between Steve Rubakh ("Employee") and MedWell Ai, Inc. (the "Employer" or "Company"). This Agreement shall be hereinafter referred to as the "Employment Agreement".

W I T N E S S E T H:

WHEREAS, the Employer and Employee mutually desire to enter into this Employment Agreement with respect to Employee's employment by the Employer;

NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, and for other good and valuable consideration the receipt of which is hereby acknowledged, the Employer and Employee hereby agree as follows:1.** Employment of Employee.**

The Employer hereby employs Employee as its CEO of MedWell Ai, Inc, Inc for the Employment Period defined below. Employee hereby accepts such employment with the Employer upon the terms and conditions hereinafter set forth.

2.** Employment Period.**

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LOAN AND SECURITY AGREEMENT

This LOAN AND SECURITY AGREEMENT (this "Agreement") is effective as of August 19, 2026 (the “Effective Date”), by and between:

alpha-En Corporation, a Delaware corporation, with its principal place of business at 200 North Drive, Hopewell Junction, New York 12533 ("Borrower"), and

National Resources Lithium LLC, a Delaware limited liability company, with an address for notice at 485 West Putnam Ave., Greenwich, CT 06830 ("Lender").

**RECITALS **

WHEREAS, Borrower has previously received advances, loans, and other financial accommodations from Lender for the purpose of funding Borrower's operations;

WHEREAS, Lender expects to continue making additional advances and financial accommodations to Borrower from time to time;

WHEREAS. Borrower desires to acknowledge and ratify such obligations and grant Lender a continuing security interest in certain collateral to secure all obligations owing to Lender; and

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SETTLEMENT AND RELEASE AGREEMENT

This SETTLEMENT AND RELEASE AGREEMENT (this “Agreement”) is effective as of August 19, 2026 (the “Effective Date”), by and between:

alpha-En Corporation, a Delaware corporation, with its principal place of business at 200 North Drive, Hopewell Junction, New York 12533 (the “Company”); and

Jerome I. Feldman, an individual residing at 149 Ledges Road, Ridgefield, Connecticut 06877 (“Feldman”).

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

RECITALS

WHEREAS, from time to time beginning in or about 2008 and continuing thereafter, Feldman advanced his personal funds to, or paid expenses on behalf of, the Company for the purpose of supporting the Company’s operations (collectively, the “Advances”);

WHEREAS, the Parties acknowledge that certain questions may exist concerning the amount, timing, documentation, bookkeeping treatment, accounting treatment, or characterization of certain Advances and related payments.

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**STOCK PURCHASE AGREEMENT **

DATED

September 3, 2024

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

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**REVOLVING PROMISSORY NOTE **

$625,122.05

Effective as of August 19, 2026

FOR VALUE RECEIVED, alpha-En Corporation, a Delaware corporation ("Borrower"), promises to pay to the order of National Resources Lithium LLC, a Delaware limited liability company ("Lender"), the principal sum of all advances made by Lender to Borrower from time to time under this Revolving Promissory Note, together with interest thereon as provided below.

**1. PURPOSE **

This Note evidences:

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PATENT SECURITY AGREEMENT

This PATENT SECURITY AGREEMENT (this “Agreement”) is effective as of August 19, 2026 (the “Effective Date”), by and between:

alpha-En Corporation, a Delaware corporation, with its principal place of business at 200 North Drive, Hopewell Junction, New York 12533 (the “Grantor” or the “Company”); and

National Resources Lithium LLC, a Delaware limited liability company, with a mailing address at 485 West Putnam Avenue, Greenwich, Connecticut 06830 (the “Secured Party”).

Grantor and the Secured Party are referred to herein individually as a “Party” and collectively as the “Parties.”

RECITALS

**WHEREAS, **Grantor and Secured Party have entered into that certain Loan and Security Agreement dated August 19, 2026 (the "Loan Agreement"), pursuant to which Secured Party has made and may continue to make loans,  advances, and other financial accommodations to Grantor;

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