Browse EX-10 agreements

**CONVERTIBLE NOTE CANCELLATION AND **

CAPITAL CONTRIBUTION AGREEMENT

This Convertible Note Cancellation and Capital Contribution Agreement (the “Agreement”) is entered into as of March 31, 2026 (the “Effective Date”), by and between:

Wewards, Inc., a Nevada corporation (the “Company”), and Lei Pei, sole owner and beneficiary of Sky Rover Holdings, LTD, an individual/entity and shareholder of the Company (the “Holder”).

The Company and the Holder may be referred to individually as a “Party” and collectively as the “Parties.”

WHEREAS, the Company previously issued Convertible Promissory Notes dated February 28, 2017 and November 20, 2017 (collectively, the “Notes”) to Sky Rover Holdings, LTD., an entity solely owned by the Holder in the original principal amounts of $2,500,000 and $8,000,000, respectively;

WHEREAS, pursuant to the Notes, interest has accrued on the outstanding principal balance;

WHEREAS, as of the Effective Date, the obligations under the Notes consist of:

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1

MANAGEMENT SERVICES AGREEMENT

(hereinafter the “Agreement”)

Agreement, as of September 30, 2025 (the “Effective Date”), between

1.	Hover Energy LLC, a Texas limited liability company (the “Management Provider”); and

2.	EverOn Energy LLC, a Delaware limited liability JV, under registration number 10018307, with mailing address of 16192 Coastal Highway, Lewes, DE 19958 (the “JV”)

…

1

MANAGEMENT SERVICES AGREEMENT

(hereinafter the “Agreement”)

Agreement, as of September 30, 2025 (the “Effective Date”), between

1.	Alternus Clean Energy, Inc., a Delaware company (the “Management Provider”); and

2.	EverOn Energy LLC, a Delaware limited liability JV, under registration number 10018307, with mailing address of 16192 Coastal Highway, Lewes, DE 19958 (the “JV”)

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BIOMERICA, INC.

Employment Agreement

** **

This Employment Agreement (the “Agreement”) is entered into by and between Biomerica, Inc., a California Corporation (the “Company”) and Jenny Qu (“Employee”) as of April 1st 2026.

** **

The parties agree that Employee’s ongoing employment with the Company is subject to and shall be governed by the following terms and conditions:

1. Duties and Scope of Employment.

a. Positions and Duties. Employee is currently serving as Vice President and Controller, responsible for oversight of all finance, accounting and reporting activities. Employee will continue to render such business and professional services in the performance of her duties, consistent with Employee’s position within the Company, as will reasonably be assigned to her by the CFO and/or CEO. The period Employee is employed by the Company under this Agreement is referred to herein as the

“Employment Term.”

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TERMINATION AGREEMENT

This TERMINATION AGREEMENT (this “Termination Agreement”) is made and entered into as of January 26, 2026, by and among Lottery.com Inc., a Delaware corporation (the “Company”) and Evergreen Capital Management, LLC, a Nevada company (the “Purchaser”, and together with the Company, the “Parties”, and each, a “Party”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Note (as defined below) or Purchase Agreement (as defined below), as applicable.

RECITALS

A. The Company issued that certain Senior Secured Convertible Promissory Note to the Purchaser on December 2, 2025, as amended by Amendment No. 1 to the Senior Secured Convertible Promissory Note, dated as of January 21, 2026, between the Company, as the borrower, and the Purchaser, as the holder (the “Note”).

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Dated___June 2025

Amendment to Share purchase agreement

amongst

DANI ALYAMOUR

** **

DAVID COOK

** **

PAUL DAVID SEBRIGHT

** **

NISHANT JOHN FARIA

** **

OSAMA MUNIR RAGHEB ALKALOTI

** **

KGM HOLDINGS LIMITED

** **

WEST IRELAND INVESTMENT LIMITED

** **

TRILIV HOLDINGS LIMITED

** **

DUPLAYS HOLDINGS LIMITED

** **

and

LOTTERY.COM INC.

** **

** **

CONTENTS

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January 20, 2026

United Capital Investments London Limited (“UCIL”)

Unit Ss Stratford Road

Shirley, Solihull England, B90 4AA

Via Email: barney.battles@ucilondon.com, matthew.mcgahan@ucilondon.com, and Colin Marsh via post to 40 Holmefield Court, Belsize Grove, London, NW3 4TT

	Re:	Lottery.com Inc. dba SEGG Media Corporation (“SEGG”) and UCIL Termination Notice – Effective Immediately

** **

Dear UCIL, Mr. Battles, Mr. McGahan and Mr. Marsh:

…

1. Plusevo Ltd

and

2. Lottery.com Inc

Share Purchase Agreement

** **

** **

Contents

1	Definitions and interpretation	1
2	Sale and purchase of Sale Shares	3
3	Consideration	3
4	Completion	3
5	Non-compete	4
6	Warranties	4

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ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (this “Agreement”) is entered into as of **July 30, 2025 **(the “Effective Date”), by and between Lottery.com Inc., a Delaware corporation (“Buyer” or “SEGG”), and Galaxy Racer Holdings Limited, a BVI entity (“Seller”). Each of Buyer and Seller may be referred to hereinafter as a “Party” or, collectively, as the “Parties”.

WHEREAS, Seller is the sole owner of the unencumbered assets listed on Schedule A (collectively, the “Assets”); and

WHEREAS, Seller desires to sell the Assets to Buyer, and Buyer desires to purchase the Assets from Seller, on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual promises and agreements herein contained, and certain other good and valuable consideration, the Parties agree as follows:

1. Recitals. The foregoing recitals and all terms and conditions contained therein are material, substantive, and integral provisions of this Agreement and are enforceable as if hereinafter restated.

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Zoomcar Holdings, Inc.

Website: www.zoomcar.com

May 11, 2026

ACM Zoomcar Convert LLC

c/o Atalaya Capital Management LP

One Rockefeller Plaza, 32nd Floor,

New York, NY 10020

	Re:	Letter of Understanding

** **

Dear Drew,

This letter (the “Letter”) captures the agreement between Zoomcar Holdings, Inc. (“Zoomcar”) and ACM Zoomcar Convert LLC (“ACM”) regarding the path forward to resolve the outstanding judgments entered against Zoomcar on July 1, 2025 (“ACM Judgment”) and reflects the parties’ intention to proceed and resolve such matters as per the terms below.

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CM OB Hotel Owner, LLC

561-990-2222

5740 Getwell Rd, Ste 5D, Southaven MS 38672

 

 

 

April 24, 2025

To:

[INVESTOR NAME]

 

[ADDRESS1]

 

[ADDRESS2]

 

Delivered via e-mail to: [email]

 

Re:

Side Letter Agreement to Subscription Agreement and Operating Agreement of CM OB Hotel Owner, LLC

Dear [NAME],

 

We, CM OB Hotel MGR, LLC, are pleased to present to you, the undersigned, this side letter in which we both mutually agree to certain additional terms concerning your subscription for equity interests (your “Investment”) in CM OB Hotel Owner, LLC (the “Fund”). This letter serves as a side letter agreement (this “Letter”) between us, the terms of which are agreed to be in addition to, and incident to, that certain Subscription Agreement governing your Investment into the Fund dated effective on or about even date with this Letter (the “Subscription Agreement” and the “Effective Date” respectively) and the execution by the you of that certain Operating Agreement for the Fund, as may be amended from time to time (the “

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SHARE REDEMPTION AGREEMENT

THIS SHARE REDEMPTION AGREEMENT is dated as of September 30, 2025 (this “Agreement”), by and among JFB Construction Holdings, a Nevada corporation (the “Company”), and Joseph F. Basile III (“Stockholder”).

 

WHEREAS, the Stockholder presently owns 4,000,000 shares of the Company’s Class B Common Stock (the “Class B Shares”);

 

WHEREAS, the Company is entering into one or more subscription agreements with certain investors pursuant to a proposed private offering in public securities of the Company (the “PIPE Financing);

 

WHEREAS, pursuant to the Company’s Articles of Incorporation, the Company desires to redeem the Class B Shares, and the Stockholder desires to sell such Class B Shares back to the Company, upon and subject to the consummation of the PIPE Financing and in accordance with the terms set forth herein (the “Redemption”);

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