Browse EX-10 agreements

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AMENDMENT NO. 7 TO LOAN AND SECURITY AGREEMENT

THIS AMENDMENT NO. 7 TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated September 17, 2026 (the “Amendment No. 7 Effective Date”), is by and among FLUX POWER, INC., a California corporation (“Flux”), and FLUX POWER HOLDINGS, INC., a Nevada corporation (“Holdings” and, together with Flux, individually and collectively, jointly and severally, the “Borrower”), and GIBRALTAR BUSINESS CAPITAL, LLC, a Delaware limited liability company (the “Lender”).

W I T N E S S E T H:

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AMENDMENT NO. 8 TO THE
ADIAL PHARMACEUTICALS, INC.
2017 EQUITY INCENTIVE PLAN

This amendment (the “Amendment”) to the Adial Pharmaceuticals, Inc. 2017 Equity Incentive Plan, as amended (the “Plan”), is hereby adopted this 17th day of September, 2026, by Adial Pharmaceuticals, Inc. (the “Company”). All capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings set forth in the Plan.

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WITNESSETH:

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WHEREAS, the Company adopted the Plan for the purposes set forth therein; and

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WHEREAS, pursuant to Section 15 of the Plan, the Board of Directors has the right to amend the Plan with respect to certain matters, provided that any material increase in the number of Shares available under the Plan shall be subject to stockholder approval; and

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WHEREAS, the Board of Directors has approved and authorized this Amendment to the Plan and has recommended that the stockholders of the Company approve this Amendment; and

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ADIAL PHARMACEUTICALS, INC.

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2026 EQUITY INCENTIVE PLAN

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ADOPTED BY THE BOARD OF DIRECTORS: AUGUST 12, 2026

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APPROVED BY THE STOCKHOLDERS: SEPTEMBER 17, 2026

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1. GENERAL

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(a) Successor to Prior Plan. The Plan is the successor to the Prior Plan. As of the Effective Date, (i) no additional awards may be granted under the Prior Plan; and (ii) all outstanding awards granted under the Prior Plan will remain subject to the terms of the Prior Plan. All Awards granted under this Plan will be subject to the terms of this Plan.

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(b) Plan Purpose. The Company, by means of the Plan, seeks to secure and retain the services of Employees, Directors and Consultants, to provide incentives for such persons to exert maximum efforts for the success of the Company and any Affiliate and to provide a means by which such persons may be given an opportunity to benefit from increases in value of the Common Stock through the granting of Awards.

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ADIAL PHARMACEUTICALS, INC.

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2026 EMPLOYEE STOCK PURCHASE PLAN

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ADOPTED BY THE BOARD OF DIRECTORS: AUGUST 12, 2026

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APPROVED BY THE STOCKHOLDERS: September 17, 2026

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1. GENERAL; PURPOSE.

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**(a) **The Plan provides a means by which Eligible Employees of the Company and certain Designated Companies may be given an opportunity to purchase shares of Common Stock. The Plan permits the Company to grant a series of Purchase Rights to Eligible Employees under an Employee Stock Purchase Plan. In addition, the Plan permits the Company to grant a series of Purchase Rights to Eligible Employees that do not meet the requirements of an Employee Stock Purchase Plan.

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PROMISSORY NOTE $10,000.00

Effective Date: June 2, 2025 FOR VALUE RECEIVED, Spectral Capital Corporation, a Nevada Corporation (“Borrower”), promises to pay to the order of Michael Turner (“Lender”), the principal sum of Ten Thousand Dollars ($10,000.00), together with interest on the unpaid principal balance as set forth below.

**1. Advance and Interest **The principal sum of $10,000.00 was advanced to Borrower by Lender on the Effective Date. This Note shall bear interest on the unpaid principal balance at the rate of five percent (5%) per annum, unless the full amount of the principal is repaid within sixty (60) days of the Effective Date, in which case no interest shall accrue or be due.

**2. Payment Terms **The entire outstanding principal and any accrued interest shall be due and payable upon demand by the Lender. Borrower may prepay all or any portion of the principal amount at any time without premium or penalty.

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LOAN AGREEMENT

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This Loan Agreement (the “Agreement”) is made and entered into as of July 7, 2025 (the “Effective Date”), by and between:

SKY PLL OU, a private limited company organized and existing under the laws of Estonia, with its registered address in Estonia (hereinafter referred to as the “Lender”),

and

Spectral Capital Corporation, a corporation organized and existing under the laws of the United States, with its principal place of business located at 701 Fifth Avenue, Suite 4200, Seattle, WA 98014, United States (hereinafter referred to as the “Borrower”).

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

1. Loan Amount and Term

1.1. The Lender agrees to loan to the Borrower, and the Borrower agrees to borrow from the Lender, a principal amount of up to Five Hundred Thousand United States Dollars (USD $500,000) (the “Loan”).

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Exhibit** 10.23**

Loan Agreement No. 1-2-25

This agreement (hereinafter referred to as the “Agreement”) was made on the 05th of February, 2025, in Tallinn.

Parties:

Lender:

B Holding OÜ, registration code 16121556, address Harju County, Tallinn, Mustamäe district, J. Sütiste tee 19a-200, 13419, represented by board member Boriss Aleksandrov (personal ID: 38006232228) (hereinafter referred to as the Lender).

Borrower:

Spectral Capital Group Corp, address 4712 Club Park Drive Hilliard OH (Ohio) 43026 USA, represented by president Jenifer Lyn Osterwalder (hereinafter referred to as the Borrower).

The Lender and the Borrower are individually referred to as a “Party” and collectively as the “Parties.”

1. Loan Amount, Term, Interest, and Late Payment Penalty

1.1. The Lender agrees to provide the Borrower with a loan of up to 100,000 EUR (one hundred thousand euros).

1.2. The purpose of the loan is for the Borrower to develop its business activities and make investments.

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CONSULTANCY AGREEMENT

This Management Agreement (the “Agreement”) is made and entered on April 26th 2024 (the “Effective Date”) by and between

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Spectral Capital Corporation

with its registered office at 4500 9th Avenue NE, Seattle, WA, 98105 (the “Company”) and

Scandere OU

with its registered office at Ahtri tn 6a, Kesklinna linnaosa, 10151 Tallinn, Harju maakond (the “Manager”) (hereinafter referred to individually as a “Party” and collectively as “the Parties”).

WHEREAS, the Company is a corporation of the United States of America;

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WHEREAS, the Company is in the business of providing wholesale telecommunications, data and switching services consisting of international long distance reselling services on a business-to-business (“B2B”) basis;

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**WHEREAS, **Scandere is the Manager and Vladimir Ivanov is the sole beneficiary and also the president of SKY Data PLL;

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WHEREAS, the Manager has expertise in the area of Telecom operations, analytics, software management and network sales;

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BINDING TERM SHEET

Spectral Capital Corporation – Intermatica Acquisition

This Binding Term Sheet (the “Term Sheet”) sets forth the principal terms and conditions under which Spectral Capital Corporation, a Nevada corporation (“Spectral”), will acquire 100% of the outstanding stock of Intermatica S.p.A., a società per azioni organized and existing under the laws of the Republic of Italy. (“Intermatica”). This Term Sheet is intended to be binding, except where expressly stated otherwise.

1. Parties

Buyer:

Spectral Capital Corporation

A Nevada corporation

Chief Executive Officer: Jenifer Osterwalder

Seller:

Nexora Holdings Limited,

A limited liability company organized and existing under the laws of the Republic of Ireland.

Director: Orlando Taddeo

2. Structure of Transaction

Spectral will acquire 100% of the issued and outstanding shares of Intermatica (the “Acquired Interests”) pursuant to a Definitive Stock Purchase Agreement (the “Definitive Agreement”).

3. Purchase Price

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FORM OF LOCK-UP AGREEMENT

LOCK-UP AGREEMENT

THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of ________, 2026, by and among (i) ChampionsGate Acquisition Corp, a Cayman Islands exempted company (“Purchaser”), (ii) FutureMain AI Technologies Ltd., a Cayman Islands exempted company (“Pubco”), (iii) Futuremain Co., Ltd., a Korean company (the “Company”), and (iv) the undersigned (“Holders” and each a “Holder”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement.

WHEREAS, on **________, 2026, Purchaser, the Company, and other parties thereto entered into that certain Business Combination Agreement (as amended from time to time in accordance with the terms thereof, the “Business Combination Agreement”); and

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COMMON STOCK PURCHASE AGREEMENT

Dated as of September 18, 2026

by and between

BIOSTEM TECHNOLOGIES, INC.

and

ROTH PRINCIPAL INVESTMENTS, LLC

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Table of Contents

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Article I DEFINITIONS		1

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REGISTRATION RIGHTS AGREEMENT

ThisREGISTRATION RIGHTS AGREEMENT(this “Agreement”), dated as of September 18, 2026, is by and between Roth Principal Investments, LLC, a Delaware limited liability company (the “Investor”), and BioStem Technologies, Inc., a Florida corporation (the “Company”).

RECITALS

A. The Company and the Investor have entered into that certain Common Stock Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”), pursuant to which the Company may issue, from time to time, to the Investor up to the lesser of (i) $40,000,000 in aggregate gross purchase price of newly issued shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), and (ii) the Exchange Cap (to the extent applicable under Section 3.5 of the Purchase Agreement), as provided for therein.

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