Browse EX-10 agreements

LI - AMENDMENT TO EMPLOYMENT AGREEMENT

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This Amendment to Employment Agreement ("Amendment") is made this 8th day of July, 2026, between iQSTEL, Inc., a Nevada corporation (the "Company"), and Leandro Jose Iglesias ("Employee").

WHEREAS, the Company and Employee previously entered into an Employment Agreement dated May 2, 2019, as amended on November 1, 2020, February 29, 2024, and June 23, 2025 (collectively, the "Employment Agreement");

WHEREAS, the Board of Directors of the Company has approved certain amendments to the Employment Agreement as set forth in the Unanimous Written Consent of the Board of Directors dated July 7th, 2026 (the "Board Consent");

WHEREAS, the Company and Employee desire to amend the Employment Agreement in accordance with the Board Consent;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

A.     Capitalized terms not otherwise defined herein shall have the same meanings as in the Employment Agreement.

B.     Schedule A of the Employment Agreement is hereby amended as follows:

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Restricted Stock Units

Award Agreement (17-Month Vest)

Effective as of **_______, 20___ **(“Grant Date”), contingent on your continued employment as of that date, the Company hereby grants to **[PARTICIPANT NAME] certain rights to receive [# of RSUs] **Restricted Stock Units (the “RSUs”) on the terms of this Award Agreement (the “Terms”), the attached Program, and the 2025 Sypris Omnibus Plan (“Plan”) as follows:

Vesting Dates	**# of RSUs Vesting **
[17 months of the grant date]	[100% of the RSUs]

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EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) dated as of July 6, 2026 (the “Effective Date”) is entered into by and between Midera Food Processing, Inc. (the “Parent”), Alkar Holdings, Inc. (the “Company” and collectively with the Parent, the “Employer”) and Mark M. Salman(“Employee”).

R E C I T A L S

The Employer desires to extend an offer of employment to Employee as Chief Executive Officer of the Employer and Employee desires to serve the Employer in such capacities, all on the terms and conditions hereinafter provided.

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, Employee’s employment by the Employer, the compensation to be paid to Employee while employed by the Employer, and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows:

1.

Employment. The Employer agrees to employ Employee and Employee agrees to be employed by the Employer subject to the terms and provisions of this Agreement.

2.

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Please be advised that certain identified information has been excluded in this Exhibit because it is the type of information that the registrant treats as private or confidential and is (i) not material and (ii) would be competitively harmful if publicly disclosed. Information that has been redacted/omitted is symbolized by “[***]”.

AGREEMENT AND PLAN OF MERGER

by and among

Mobix Labs, Inc.,

Mobix Merger Sub XIV, Inc.,

Mobix Merger Sub XV, LLC,

Special Project Delivery, Inc.

and

the Stockholder Representative named herein

Dated as of August 13, 2026

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Table of Contents

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Please be advised that certain identified information has been excluded in this Exhibit because it is the type of information that the registrant treats as private or confidential and is (i) not material and (ii) would be competitively harmful if publicly disclosed. Information that has been redacted/omitted is symbolized by “[***]”.

____________________________

Agreement and Plan of Merger

____________________________

by and among

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Mobix Labs, Inc.,

Mobix Merger Sub X, Inc.,

Mobix Merger Sub XI, LLC,

Vision Aerial, Inc.

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and

the Shareholder Representative named herein

Dated as of July 24, 2026

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Table of Contents

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GUARANTY

THIS GUARANTY (this “Guaranty”), dated July 28, 2026, is made by Jason Lake, trustee of the Wellington Peel Trust, U/D/T March 25, 2016, a trust formed under Delaware law (the “Guarantor”), in favor of AI Financial Corporation, a Nevada corporation (the “Holder”). All initially capitalized terms not defined herein shall have the meaning ascribed in the Note.

W I T N E S S E T H:

WHEREAS, on even date hereof, Prime Delta Corp., a Delaware corporation (the “Maker”) entered into that certain Secured Promissory Note (the “Note”), in favor of Holder, in the amount of $12,000,000.00; and

WHEREAS, it is a condition for Holder accepting the Note that Guarantor shall execute and deliver this Guaranty.

NOW, THEREFORE, in consideration of the premises and to induce Holder to accept the Note, Guarantor hereby agrees as follows:

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GUARANTY

THIS GUARANTY (this “Guaranty”), dated July 28, 2026, is made by Wellington Peel, LLC, a Delaware limited liability company (the “Guarantor”), in favor of AI Financial Corporation, a Nevada corporation (the “Holder”). All initially capitalized terms not defined herein shall have the meaning ascribed in the Note.

W I T N E S S E T H:

WHEREAS, on even date hereof, Prime Delta Corp., a Delaware corporation (the “Maker”) entered into that certain Secured Promissory Note (the “Note”), in favor of Holder, in the amount of $12,000,000.00; and

WHEREAS, it is a condition for Holder accepting the Note that Guarantor shall execute and deliver this Guaranty.

NOW, THEREFORE, in consideration of the premises and to induce Holder to accept the Note, Guarantor hereby agrees as follows:

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GUARANTY

THIS GUARANTY (this “Guaranty”), dated July 28, 2026, is made by Jean Francois Amyot, a resident of Mont-Tremblant, Quebec Canada (the “Guarantor”), in favor of AI Financial Corporation, a Nevada corporation (the “Holder”). All initially capitalized terms not defined herein shall have the meaning ascribed in the Note.

W I T N E S S E T H:

WHEREAS, on even date hereof, Prime Delta Corp., a Delaware corporation (the “Maker”) entered into that certain Secured Promissory Note (the “Note”), in favor of Holder, in the amount of $12,000,000.00; and

WHEREAS, it is a condition for Holder accepting the Note that Guarantor shall execute and deliver this Guaranty.

NOW, THEREFORE, in consideration of the premises and to induce Holder to accept the Note, Guarantor hereby agrees as follows:

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ACQUISITION AGREEMENT

This Acquisition Agreement (this “Agreement”) is made and entered into as of July 29, 2026 (the “Agreement Date”), by and among AI Financial Corporation, a Nevada corporation (“AI Financial”), Alt 5 Sigma, Inc., a Delaware corporation and wholly-owned subsidiary of AI Financial (“Alt 5 Delaware”) (collectively, with AI Financial, the “Seller”), ALT5 Sigma Canada, Inc., a Quebec corporation and wholly-owned subsidiary of Alt 5 Delaware (“Alt 5 Canada”), Prime Delta Corp., a Delaware corporation (“Purchaser”), and, Paul Goodman (the “Series B Redemption Representative”), solely for the purposes of acting as the appointed representative of the holders1 of AI Financial Series B Preferred Stock (the “Series B Stock”).

WHEREAS, as of the date hereof, Alt 5 Delaware owns all of the issued and outstanding equity securities of Alt 5 Canada in the form of all of the issued and outstanding shares of the Company’s common stock (the “Alt 5 Canada Shares”);

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SECURITY AGREEMENT

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THIS SECURITY AGREEMENT (the “Agreement”) is being made and entered into as of July 28, 2026, by and between Prime Delta Corp., a Delaware corporation with principal place of business at 140 Wall Street, 20th Floor, New York, NY 10005 (“Debtor”) and AI Financial Corporation, a Nevada corporation having its principal place of business at 8548 Rozita Lee Avenue, Suite 305, Las Vegas, Nevada 89113 (“Secured Party “).

W I T N E S S E T H:

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WHEREAS, pursuant to that certain Secured Convertible Promissory Note of even date herewith executed by Debtor in favor of the Secured Party (the “Note”), Debtor has become indebted to the Secured Party for the aggregate principal sum of Eleven Million Dollars ($11,000,000.00); and

WHEREAS, as collateral for its obligations under the Note (the “Obligations”), Secured Party requires that Debtor grant to Secured Party, a first priority senior security interest in all of its assets and property; and

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THIS NOTE MAY NOT BE VOLUNTARY TRANSFERRED, SOLD, PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSED OF UNLESS (I)(A) SUCH TRANSFER OR OTHER DISPOSITION IS COVERED BY A REGISTRATION STATEMENT EFFECTIVE UNDER THE SECURITIES ACT OF 1933 OR (B) IN THE OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION, SUCH TRANSFER OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SECTION 5 OF THAT ACT OR (C) A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION SATISFACTORY TO COUNSEL TO THE CORPORATION SHALL HAVE BEEN OBTAINED WITH RESPECT TO SUCH TRANSFER OR OTHER DISPOSITION AND (II) SUCH TRANSFER OR OTHER DISPOSITION IS MADE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS.

SECURED PROMISSORY NOTE

PRIME DELTA CORP.,

a Delaware corporation

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$12,000,000.00	July 29, 2024

Las Vegas, Nevada

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SENIOR SECURED 25% ORIGINAL ISSUE DISCOUNT PROMISSORY NOTE

AND SECURITY AGREEMENT

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**THIS SENIOR SECURED 25% ORIGINAL ISSUE DISCOUNT PROMISSORY NOTE AND SECURITY AGREEMENT **(the “Note” or this “Agreement”) is made on July 16, 2026, by and between Hollywood Horizons, Inc., a California corporation, with its registered address at 1628 Pandora Street, Los Angeles, CA 90024 (the “LENDER”) and XCF Global, Inc., a Delaware corporation with its principal executive offices at 3040 Post Oak Blvd., 18th Floor, Suite 164, Houston, Texas 77056, United States (the “BORROWER”). The LENDER and the BORROWER are referred to individually as a “Party” and collectively as the “Parties”.

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***RECITALS ***

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WHEREAS the LENDER wishes to lend funds to the BORROWER on a short-term, senior secured bridge basis, and the BORROWER wishes to borrow such funds;

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