Browse EX-10 agreements

Executive Employment Agreement

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Dated as of October 6, 2026

This Executive Employment Agreement (the “Agreement”) dated as of the date first set forth above (the “Effective Date”) is entered into by and between Advasa Holdings, Inc., a Delaware corporation (the “Company”) and William Witherspoon (the “Executive”). The Company and Executive may collectively be referred to as the “Parties” and each individually as a “Party.”

WHEREAS, the Company now desires to employ the Executive as the Chief Financial Officer of the Company and the Executive desires to serve in such capacity on behalf of the Company, in each case subject to the terms and conditions herein;

NOW, THEREFORE, in consideration of the promises and of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Executive hereby agree as follows:

Section 1. Employment.

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October 1, 2026

Jason Secore

c/o Matternet, Inc.

355 Ravendale Drive

Mountain View, CA 94043

Dear Jason:

This letter sets forth the terms of the separation agreement (the “Agreement”) that Matternet, Inc. (the “Company”) is offering to you to aid in your employment transition.

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1. Separation. Your last day of work with the Company and your employment termination date was September 29, 2026 (the “Separation Date”). For the avoidance of doubt, your separation from employment is not a termination for “Cause” under any applicable Company plan or agreement, and your departure is not related to any disagreement with the Company regarding its operations, policies or practices.

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2. Accrued Salary and Paid Time Off. Since the Company has a nonaccrual paid time off policy, you do not have any accrued vacation or other paid time off and thus will not be paid out for any accrued vacation or other paid time off.

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NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

Issue Date: October 1, 2026	Principal Amount:	$  3,500,000

PRONGHORN RESOURCES, LLC

SECOND AMENDED AND RESTATED SECURED CONVERTIBLE NOTE

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SECOND AMENDMENT TO SECURITY AGREEMENT

This SECOND AMENDMENT TO SECURITY AGREEMENT (the “Amendment”) is dated effective as of October 1, 2026 (the “Amendment Effective Date”), by and between Grid AI Technologies Corp., a Delaware corporation (the “Secured Party”) and Pronghorn Resources, LLC, a Delaware limited liability company (“Debtor” and, together with the Secured Party, the “Parties”).

RECITALS

WHEREAS, the Secured Party and Debtor entered into that certain Security Agreement, dated July 17, 2026 (such Security Agreement, together with all amendments, modifications, substitutions, or replacements thereof, collectively referred to as the “Security Agreement”), pursuant to which the Secured Party granted a security interest in its assets to secure the obligations of the Secured Party in respect of that certain Secured Convertible Note in the principal amount of $2,000,000 (the “Original Note”);

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FATPIPE, INC.

KEYBANK NATIONAL ASSOCIATION

$4,500,000 Term Loan

Executed Loan Documents

Dated as of September 30, 2026

Business Loan Agreement

Promissory Note

Commercial Security Agreements

Addenda to Commercial Security Agreements

Agreements to Provide Insurance

Commercial Guaranty

Bank account and customer identifiers have been redacted.

The following text transcribes the executed documents.

Signature images are identified as [Signature in executed original].

BUSINESS LOAN AGREEMENT

Principal		Loan Date Maturity		Call / Coll		Officer		Initials
$4,500,000.00		09-30-2026 10-01-2029		[Redacted]		[Redacted]

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English translation. The Hebrew version of this agreement is the binding version (Section 15.7).

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PERSONAL EMPLOYMENT AGREEMENT

Made and signed on 7 October 2026

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Between:

1. Tessera Defense and Homeland Security Inc. (U.S. tax identification no. 82-3364020), a corporation organized under the laws of the State of Delaware, U.S.A., of 850 New Burton Road, Suite 201, Dover, Delaware 19904 (the “Parent Company” or the “Public Company”);

2. Tessera Defense and Homeland Security Israel Ltd. (טסרה ישראל הגנה ואבטחה בע״מ), company no. 517322699, of 8 HaGavish Street, Netanya (the “Subsidiary” or the “Employer”);

the Parent Company and the Subsidiary together: the “Companies” or the “Group”

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and:

David Rokach, I.D. no. [***], of [***] (the “CFO” or the “Employee”)

WHEREAS the Parent Company is a public company whose securities are traded on a U.S. stock exchange (NYSE), and the Subsidiary is a wholly owned subsidiary of the Parent Company and serves as its operating and holding arm in Israel;

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English translation. The Hebrew version of this agreement is the binding version (Section 16.7).

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PERSONAL EMPLOYMENT AGREEMENT

Made and signed on October 7, 2026

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Between:

1. Tessera Defense and Homeland Security Inc. (U.S. tax identification no. 82-3364020), a corporation organized under the laws of the State of Delaware, U.S.A., of 850 New Burton Road, Suite 201, Dover, Delaware 19904 (the “Parent Company” or the “Public Company”);

2. Tessera Defense and Homeland Security Israel Ltd. (טסרה ישראל הגנה ואבטחה בע״מ), company no. 517322699, of 8 HaGavish Street, Netanya (the “Subsidiary” or the “Employer”);

the Parent Company and the Subsidiary together: the “Companies” or the “Group”

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and:

Michael Oster, I.D. no. [***], of [***] (the “CEO” or the “Employee”)

WHEREAS the Parent Company is a public company whose securities are traded on a U.S. stock exchange (NYSE), and the Subsidiary is a wholly owned subsidiary of the Parent Company and serves as its operating and holding arm in Israel;

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CONSULTING AGREEMENT

THIS AGREEMENT (the “Agreement”) is made as of October 5, 2026 (the “Effective Date”), by and between T3 Defense Inc., a corporation organized under the laws of United States, with offices at 575 Fifth Ave, 14th Floor, New York, New York (the “Company”), and Shlomo Zakai, CPA, I.D. No. 024385247, operating the accounting practice known as Shlomo Zakai CPA, whose address is at 3 Shaam St' Petach Tiqva (the “Consultant”).

WHEREAS: the Company wishes to engage the Consultant to provide chief financial officer, accounting and bookkeeping services, and the Consultant wishes to provide such services to the Company; and

WHEREAS: the parties intend that Shlomo Zakai personally serve as the Company’s Chief Financial Officer commencing on the Effective Date, while certain accounting and bookkeeping services may be performed by employees or other personnel of the Consultant under his supervision; and

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**THIRD AMENDMENT **

TO

CONVERTIBLE NOTE PURCHASE AGREEMENT

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This Third Amendment to Convertible Note Purchase Agreement, dated September 14, 2026, by and between VIP Play, Inc., a Nevada corporation, f/k/a KeyStar Corp. (the “Borrower”), and The Access Fund I, LP, a Delaware limited partnership (the “Purchaser”) (this “Amendment”), is effective September 1, 2026.

W I T N E S S E T H:

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WHEREAS, the Borrower and the Purchaser entered into that certain Convertible Note Purchase Agreement, dated September 1, 2023 (as amended with a First Amendment, dated on or around July 25, 2024, and a Second Amendment, dated on or around September 8, 2025, the “Note Purchase Agreement”); and

WHEREAS, the Borrower desires to amend certain provisions of the Note Purchase Agreement, and the Purchaser desires to permit such amendments pursuant to the terms and conditions set forth herein.

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**THIRD AMENDMENT **

TO

CONVERTIBLE NOTE PURCHASE AGREEMENT

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This Third Amendment to Convertible Note Purchase Agreement, dated September 14, 2026, by and between VIP Play, Inc., a Nevada corporation, f/k/a KeyStar Corp. (the “Borrower”), and Rick Hackel, an individual (the “Purchaser”) (this “Amendment”), is effective September 1, 2026.

W I T N E S S E T H:

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WHEREAS, the Borrower and the Purchaser entered into that certain Convertible Note Purchase Agreement, dated August 23, 2023 (as amended with a First Amendment, dated on or around July 25, 2024, and a Second Amendment, dated on or around September 8, 2025, the “Note Purchase Agreement”); and

WHEREAS, the Borrower desires to amend certain provisions of the Note Purchase Agreement, and the Purchaser desires to permit such amendments pursuant to the terms and conditions set forth herein.

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