Browse EX-10 agreements

Employment Agreement

**THIS AGREEMENT **is made and entered into this 17th day of August 2026, (the “Effective Date”) between Nocera, Inc., a Nevada corporation (the “Company”), and CHUANG SHUN-CHIH (the "Officer" a/k/a "Employee")

W I T N E S S E T H:

WHEREAS, the Company is in need of management services as well as assistance in developing its business plan, general corporate management, and strategic planning.

WHEREAS, Employee desires to assist the Company in its management needs.

WHEREAS, the parties hereto desire to enter into an agreement for the Company’s employment of Employee on the terms and conditions contained in this Agreement;

NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

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www.nocera.company

CONSULTING AGREEMENT

** **

THIS CONSULTING AGREEMENT (this “Agreement”) is entered into and made effective as of August 17, 2026 (the “Effective Date”), by and between NOCERA, INC., a Nevada corporation (the “Company”), with its principal executive offices located at 3F (Building B), No. 185, Sec. 1, Datong Rd., Xizhi Dist., New Taipei City 221, Taiwan, and Tseng, Chien-Hua, an individual (the “Contractor”), with a residence located at 2F, No. 282, Dexing E. Rd., Zhishan Li, 21 Lin, Shilin Dist., Taipei City, Taiwan (R.O.C.). The Company and the Contractor may be referred to individually as a “Party” and collectively as the “Parties.”

RECITALS

** **

WHEREAS, the Company now desires to engage the Contractor as an independent contractor for the purposes of assisting the Company in performing and conducting projects as from time to time as set forth on Schedule A attached hereto (the “Services”), and the Contractor desires to provide the Services to the Company pursuant to the terms and conditions of this Agreement.

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EXECUTION VERSION

**Published CUSIP Number: 50066UAF6 **

**Revolver CUSIP Number: 50066UAG4 **

**Term Loan CUSIP Number: 50066UAH2 **

**$1,450,000,000 **

**AMENDED AND RESTATED CREDIT AGREEMENT **

dated as of August 18, 2026,

by and among

KORN FERRY,

as the Borrower,

the Lenders referred to herein,

as Lenders,

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent,

Swingline Lender and an Issuing Lender,

**BANK OF AMERICA, N.A., **

**PNC BANK, NATIONAL ASSOCIATION, **

**HSBC BANK USA, NATIONAL ASSOCIATION **

and

**CITY NATIONAL BANK, **

as Co-Syndication Agents

and

BMO BANK, N.A.,

as Documentation Agent

**WELLS FARGO SECURITIES, LLC, **

**BOFA SECURITIES, INC., **

**PNC CAPITAL MARKETS LLC, **

**HSBC BANK USA, NATIONAL ASSOCIATION, **

**CITY NATIONAL BANK, **

and

BMO BANK, N.A.,

as Joint Lead Arrangers and Joint Bookrunners

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**TABLE OF CONTENTS **

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TEXAS-NEW MEXICO POWER COMPANY

$150,000,000

$75,000,000 5.23% First Mortgage Bonds, due September 1, 2031, Series 2026A

$75,000,000 5.46% First Mortgage Bonds, due September 1, 2033, Series 2026B

______________

BOND PURCHASE AGREEMENT

______________

Dated August 19, 2026

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TABLE OF CONTENTS

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PUBLIC SERVICE COMPANY OF NEW MEXICO

$200,000,000

$115,000,000 5.44% Senior Unsecured Notes, Series A, due August 31, 2029

$50,000,000 5.82% Senior Unsecured Notes, Series B, due August 31, 2034

$35,000,000 6.12% Senior Unsecured Notes, Series C, due August 31, 2038

______________

NOTE PURCHASE AGREEMENT

______________

Dated August 19, 2026

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TABLE OF CONTENTS

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REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of August 19, 2026 and is made by and among OptimumBank Holdings, Inc., a Florida corporation and registered bank holding company (the “Company”), and the several purchasers of the Subordinated Notes (as defined below) identified on the signature pages to this Agreement (collectively, the “Purchasers”).

This Agreement is made pursuant to the Subordinated Note Purchase Agreement dated August 19, 2026, by and among the Company and each of the Purchasers (the “Purchase Agreement”), which provides for the sale by the Company to the Purchasers of $35,000,000 aggregate principal amount of the Company’s 7.50% Fixed-to-Floating Rate Subordinated Notes due 2036, which were issued on August 19, 2026 (the “Subordinated Notes”). In order to induce each of the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the Purchasers’ obligations thereunder, the Company has agreed to provide to the Purchasers and their respective direct and indirect transferees

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SUBORDINATED NOTE PURCHASE AGREEMENT

This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of August 19, 2026, and is made by and among OptimumBank Holdings, Inc., a Florida corporation (the “Company”), and the several purchasers of the Subordinated Notes (as defined herein) identified on the signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”).

RECITALS

WHEREAS, the Company is offering up to $35,000,000 in aggregate principal amount of Subordinated Notes, which aggregate amount is intended to qualify as Tier 2 Capital (as defined herein);

**WHEREAS, **the Company has engaged Piper Sandler & Co. as lead placement agent and Brean Capital as co-placement agent (collectively, the “Placement Agents”) for the offering of the Subordinated Notes;

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VOTING AND SUPPORT AGREEMENT

This Voting and Support Agreement (this “Agreement”), dated as of August 14, 2026, is entered into by and among Harte Hanks, Inc., a Delaware corporation (“Company”), Star Equity Holdings, Inc., a Delaware corporation (“Parent”), and the stockholder of the Company included on the signature page hereto (“Securityholder”). Defined terms used but not defined herein shall have the meaning ascribed to such terms in the Merger Agreement (as defined below).

RECITALS

WHEREAS, concurrently herewith, Parent, Merger Sub – R, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Company are entering into that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, supplemented, restated or otherwise modified from time to time, the “Merger Agreement”), pursuant to which (and subject to the terms and conditions set forth therein) Merger Sub will merge with and into Company, with Company being the surviving entity (the “Merger Transaction”);

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** **

THIS PROMISSORY NOTE (“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 COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

** **

PROMISSORY NOTE

August 19, 2026

Principal Amount: $514,080

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August 17, 2026

Dear Nirav:

This letter agreement (this “Agreement”) sets forth the terms and conditions of your (referred to as “you” or “your” or “executive”) employment with Longeveron Inc. (the “Company”), which shall be effective as of August 17, 2026 (the “Effective Date”). This Agreement will govern your employment with the Company following the Effective Date on the following terms and conditions:

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Execution Version

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “*Ag*reement**”), dated as of August 17, 2026 is made and entered into by and among KARMAN LINE ACQUISITION CORP., a Cayman Islands exempted company (the “Company”), Samara Acquisition Sponsor VI Ltd., a Cayman Islands exempted company (the “Sponsor”), Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (the “Representative”) and Clear Street LLC (“Clear Street”, and together with the Representative, the “IPO Underwriters”) and the undersigned parties listed under Holder on the signature pages hereto (each such party, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

RECITALS

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Execution Version

INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of August 17, 2026 by and between Karman Line Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1 (File No. 333-297706) (the “*Reg*istration Statement**”) and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”), each of which consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”) and one-half of one redeemable warrant (such initial public offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission;

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