Browse EX-10 agreements

INDEPENDENT NON-EMPLOYEE DIRECTOR

AND COMMITTEE SERVICE AGREEMENT

Effective as of August 7, 2026

This Independent Non-Employee Director and Committee Service Agreement (this “Agreement”) is entered into by and between Nightfood Holdings, Inc., a Nevada corporation (the “Company”), and Ronald J. Stauber (the “Director”), effective as of the date stated above (the “Effective Date”).

1. Board Service

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The Director accepts appointment or continued service as a member of the Company’s Board of Directors (the “Board”). The Director will serve until a successor is duly elected and qualified or until the Director’s earlier death, resignation, or removal in accordance with Nevada law and the Company’s articles of incorporation and bylaws. This Agreement does not create a fixed term or limit any lawful power to remove or replace a director.

2. Initial Committee Assignments

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Member of the Audit Committee and Compensation Committee; and Chair of the Nominating, Corporate Governance and Compliance Committee.

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STANDALONE NONQUALIFIED

STOCK OPTION AGREEMENT

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Option No. O-DIR-2026-03 | Grant Date: August 7, 2026

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Optionee		Option Shares		Exercise Price		Expiration
Ron Stauber		1,000,000		$0.033 per share		Fifth anniversary of Grant Date

Nightfood Holdings, Inc., a Nevada corporation (the “Company”), hereby grants to Ron Stauber (the “Optionee”), as compensation solely for service on the Company’s Board of Directors and its committees, a standalone nonqualified stock option (the “Option”) to purchase the number of shares of Company common stock stated above, subject to this Agreement. The Option is granted outside any stockholder-approved equity plan.

1. Definitions

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INDEPENDENT NON-EMPLOYEE DIRECTOR

AND COMMITTEE SERVICE AGREEMENT

Effective as of August 7, 2026

This Independent Non-Employee Director and Committee Service Agreement (this “Agreement”) is entered into by and between Nightfood Holdings, Inc., a Nevada corporation (the “Company”), and Darren Kenney (the “Director”), effective as of the date stated above (the “Effective Date”).

1. Board Service

The Director accepts appointment or continued service as a member of the Company’s Board of Directors (the “Board”). The Director will serve until a successor is duly elected and qualified or until the Director’s earlier death, resignation, or removal in accordance with Nevada law and the Company’s articles of incorporation and bylaws. This Agreement does not create a fixed term or limit any lawful power to remove or replace a director.

2. Initial Committee Assignments

Chair of the Audit Committee. The Board may designate additional committee assignments by subsequent action.

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SETTLEMENT OF PAST-DUE DIRECTOR COMPENSATION

AND STOCK ISSUANCE AGREEMENT

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Effective as of August 7, 2026

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This Settlement of Past-Due Director Compensation and Stock Issuance Agreement (this “Agreement”) is entered into by and between Nightfood Holdings, Inc., a Nevada corporation (the “Company”), and Christopher Dieterich (“Dieterich”), effective as of the date stated above (the “Effective Date”). The Company and Dieterich are sometimes referred to individually as a “Party” and together as the “Parties.”

**A. **Dieterich has served, and will continue to serve, as an independent, nonemployee member of the Company’s Board of Directors (the “Board”).

**B. **Before the Effective Date, Dieterich and the Company entered into or were subject to one or more written or oral agreements, policies, resolutions, understandings, or arrangements governing compensation, fees, expense reimbursement, or other amounts for Dieterich’s Board and Board-committee service (collectively, the “Prior Director Arrangements”).

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INDEPENDENT NON-EMPLOYEE DIRECTOR

AND COMMITTEE SERVICE AGREEMENT

** **

Effective as of August 7, 2026

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This Independent Non-Employee Director and Committee Service Agreement (this “Agreement”) is entered into by and between Nightfood Holdings, Inc., a Nevada corporation (the “Company”), and Christopher Dieterich (the “Director”), effective as of the date stated above (the “Effective Date”).

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1. Board Service

The Director accepts appointment or continued service as a member of the Company’s Board of Directors (the “Board”). The Director will serve until a successor is duly elected and qualified or until the Director’s earlier death, resignation, or removal in accordance with Nevada law and the Company’s articles of incorporation and bylaws. This Agreement does not create a fixed term or limit any lawful power to remove or replace a director.

2. Initial Committee Assignments

Member of the Audit Committee; Chair of the Compensation Committee; and member of the Nominating, Corporate Governance and Compliance Committee.

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AMENDMENT
TO THE
INVESTMENT MANAGEMENT TRUST AGREEMENT

This Amendment No. 2 (this “Amendment”), dated as of August 12, 2026, to the Existing Trust Agreement (as defined below) is made by and between RF Acquisition Corp II (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Existing Trust Agreement.

WHEREAS, the Company and the Trustee entered into an Investment Management Trust Agreement dated as of May 16, 2024, which was amended on November 10, 2025 (as amended, the “Existing Trust Agreement”);

WHEREAS, Section 1(i) of the Trust Agreement sets forth the terms that govern the liquidation of the Company’s trust account (the “Trust Account”) under the circumstances described therein;

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Heather McCallion

Via Email

July 22, 2026

Dear Heather,

We are delighted at the prospect that you will be joining Cable One as Chief Operating Officer. You will be appointed as an Executive Officer effective on your hire date, which we expect will be on or around August 24, 2026. This role will report directly to the Chief Executive Officer and is subject to your satisfactory completion of a pre-employment background check and all other pre-hire clearances.

SALARY AND BONUS

Your starting salary will be **$475,000 per annum, **payable bi-weekly in accordance with Cable One’s normal payroll practices. This salary is subject to review and possible adjustment in Cable One’s sole discretion, including based on market changes, performance, and other factors. Cable One’s executives are generally reviewed annually for changes to compensation.

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**CONFIDENTIAL **

**VOTING AND SUPPORT AGREEMENT **

This Voting and Support Agreement (this “Agreement”) is made and entered into as of August 13, 2026, by and among Cherry Tree BidCo, a Cayman Islands exempted company (“Parent”), and the shareholder(s) of Accelerant Holdings, a Cayman Islands exempted company limited by shares (the “Company”), that are listed on Schedule A hereto (each, a “Shareholder” and, collectively, the “Shareholders”), and the Company.

**RECITALS **

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DOMINARI HOLDINGS INC.

August 11, 2026          

Holder of Common Stock Purchase Warrants

Re:	Inducement Offer to Exercise and/or Exchange Series A Common Stock Purchase Warrants

Dear Holder:

Dominari Holdings Inc. (the “Company”) is pleased to offer to you (“Holder”, “you” or similar terminology) the opportunities set forth below with respect to outstanding Series A Common Stock Purchase Warrants issued to the Holder by the Company on February 14, 2025 (the “Series A Warrants” or the “Warrants” and the shares underlying the Series A Warrants, the “Series A Warrant Shares” or the “Warrant Shares”). Capitalized terms used and not otherwise defined herein that are defined in the Warrants.

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2026 RSU Award Agreement

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RESTRICTED STOCK UNIT AWARD AGREEMENT

UNDER THE

FERMI INC.

2025 LONG-TERM INCENTIVE PLAN

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1. Award of Awarded Units. Pursuant to the Fermi Inc. 2025 Long-Term Incentive Plan (the “Plan”) for Employees, Contractors, and Outside Directors of Fermi Inc., a Texas corporation (the “Company”) and its Subsidiaries, the Company hereby grants to

** **

Lee McIntire

(the “Participant”)

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EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of August 11, 2026 and is entered into by and between Lee McIntire (“Executive”) and Fermi Inc., a Texas corporation (the “Company”). The Company and Executive shall be referred to herein as the “Parties.”

RECITALS

Whereas, the Company desires to employ Executive as Chief Executive Officer and Executive desires to serve the Company in such capacity; and

Whereas, the Company and Executive desire to set forth in writing the terms and conditions of their agreement and understandings with respect to Executive’s employment by the Company.

Now, Therefore, in consideration of the mutual promises and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties hereby agree as follows:

ARTICLE I

Services to be Provided by Executive

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Settlement Agreement – August 7, 2026

SETTLEMENT AGREEMENT

This settlement agreement (this “Agreement”) is made and entered into as of August 7, 2026 (the “Effective Date”), by and among Lyneer Investments, LLC, a Delaware limited liability company (“Lyneer Investments”), Lyneer Staffing Solutions, LLC, a Delaware limited liability company (“Lyneer Staffing”), and Lyneer Holdings, Inc., a Delaware corporation (“Lyneer Holdings,” and together with Lyneer Investments and Lyneer Staffing, the “Companies”), Circle8 Group Inc. f/k/a Atlantic International Corp., a Delaware corporation (“Atlantic”), and SPP Credit Advisors, LLC, in its capacity as the Administrative Agent for itself and the lenders under the Bridge Loan Credit Agreement (as defined herein) and in its capacity as the Agent for itself and the secured parties under the Term Loan Credit Agreement (as defined herein) (“SPP”). Lyneer Investments, Lyneer Staffing, Lyneer Holdings, Atlantic, and SPP are collectively referred to herein as the “Parties,” and each, individually, as a “Party

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