Browse EX-10 agreements

Capstone 72, Inc.

1440 Rockside Rd Suite 118

Rockside Plaza

Parma, OH 44134

(828) 724-6873

December 5, 2025

Re: Independent Director Offer Letter – Mr. Khoo Chin Hang Nicholas Aaron

Dear Mr. Nicholas Khoo:

Capstone 72, Inc., a company incorporated in the State of Ohio (the “Company” or “we”), is pleased to offer you a position as an Independent Director of the Company. We believe your background and experience will be a significant asset to the Company and we look forward to your participation as an Independent Director in the Company. Should you choose to accept this position as an Independent Director, this letter agreement (the “Agreement”) shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services you agree to provide to the Company. Your appointment shall also be subject to the approval of the Company’s Board of Directors and/or Nomination and Compensation Committees and shall begin upon the Company’s listing on the Nasdaq Capital Market (the “Commencement Date”).

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Capstone 72, Inc.

1440 Rockside Rd Suite 118 Rockside Plaza

Parma, OH 44134

(828) 724-6873

December 5, 2025

Re: Independent Director Offer Letter – Mr. Chu Yau Shun

Dear Mr. Chu Yau Shun:

Capstone 72, Inc., a company incorporated in the State of Ohio (the “Company” or “we”), is pleased to offer you a position as an Independent Director of the Company. We believe your background and experience will be a significant asset to the Company and we look forward to your participation as an Independent Director in the Company. Should you choose to accept this position as an Independent Director, this letter agreement (the “Agreement”) shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services you agree to provide to the Company. Your appointment shall also be subject to the approval of the Company’s Board of Directors and/or Nomination and Compensation Committees and shall begin upon the Company’s listing on the Nasdaq Capital Market (the “Commencement Date”).

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STOCK TRANSFER AGREEMENT

**THIS STOCK TRANSFER AGREEMENT **(“Agreement”) is entered on December 9, 2025 with an effective date of November 18, 2025 (the “Effective Date”), by and between CAPSTONE 72, INC., an Ohio for-profit corporation, hereinafter referred to as “Company,” CAPSTONE 72 US HOLDINGS LLC, an Ohio limited liability company, hereinafter referred to as “Transferor,” and STANLEY LAM, hereafter referred to as the “Transferee.”

RECITALS:

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WHEREAS, the Company has nine hundred ninety (990) outstanding common shares with no par value (each a “Share”) of which One Hundred (100) Shares are owned by Transferor and Eight Hundred Ninety (890) Shares are held by the Company in treasury; and

**WHEREAS, **Transferor desires to sell Two-Point-Five (2.5) Shares (collectively referred to as the “Transferred Shares”) to Transferee as of the Effective Date for the consideration set forth herein and Transferee agrees to accept the sale of such Transferred Shares; and

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**Capstone 72, Inc. **

1440 Rockside Rd Suite 118 Rockside Plaza

Parma, OH 44134

(828) 724-6873

April 8, 2026

**Re: Independent Director Offer Letter – Mr. Nicholas Costaras **

Dear Mr. Nicholas Costaras:

Capstone 72, Inc., a company incorporated in the State of Ohio (the “Company” or “we”), is pleased to offer you a position as an Independent Director of the Company. We believe your background and experience will be a significant asset to the Company and we look forward to your participation as an Independent Director in the Company. Should you choose to accept this position as an Independent Director, this letter agreement (the “Agreement”) shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services you agree to provide to the Company.

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Capstone 72, Inc.

1440 Rockside Rd Suite 118 Rockside Plaza

Parma, OH, 44134

(828) 724-6873

March 13, 2026

Independent Director Offer Letter – Sebastian Hamilton

Dear Mr. Hamilton,

Capstone 72, Inc., a company incorporated in the State of Ohio (the “Company” or “we”), is pleased to offer you a position as an Independent Director of the Company. We believe your background and experience will be a significant asset to the Company and we look forward to your participation as an Independent Director in the Company. Should you choose to accept this position as an Independent Director, this letter agreement (the “Agreement”) shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services you agree to provide to the Company. Your appointment shall also be subject to the approval of the Company’s Board of Directors and/or Nomination and Compensation Committees and shall begin upon the Company’s listing on the Nasdaq Capital Market (the “Commencement Date”).

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EMPLOYMENT AGREEMENT

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THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this ___________,______(the “Effective Date”), by and between Capstone 72, Inc., a for-profit corporation duly organized, validly existing, and in good standing under the laws of the State of Ohio (the “Company” and, together with all of its direct or indirect subsidiaries, collectively referred to as the “Company Group”), and __________, an individual (the “Executive”).

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RECITALS

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THE PARTIES ENTER THIS AGREEMENT on the basis of the following facts, understandings and intentions:

**A. **The Company desires that the Executive be employed by the Company to carry out the duties and responsibilities described below, all on the terms and conditions hereinafter set forth.

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**B. **The Executive desires to accept such employment on such terms and conditions.

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INDEMNIFICATION AGREEMENT

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THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of ____________, ____ , by and between Capstone 72, Inc., a for-profit corporation duly organized, validly existing, and in good standing under the laws of the State of Ohio (the “Company”), and _____________ (the “Indemnitee”), a director of the Company.

WHEREAS, the Indemnitee has agreed to serve as a director of the Company and in such capacity will render valuable services to the Company; and

WHEREAS, in order to induce and encourage highly experienced and capable persons such as the Indemnitee to serve as directors of the Company, the Board of Directors has determined that this Agreement is not only reasonable and prudent, but necessary to promote and ensure the best interests of the Company and its shareholders;

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