Browse EX-10 agreements

Exhibit 10.3

POWERFLEET, INC.

Confidentiality, Assignment of Contributions and

Inventions, Non-Competition, and Non-Solicitation Agreement

Background. I am a paid employee of Powerfleet, Inc., a Delaware corporation (the “Company”). I am executing this Agreement in consideration of my offer of employment with the Company and the severance agreement effective as of August 11, 2026.

1. Confidentiality. While working for the Company, I may in the future develop or acquire, knowledge in my work or from my colleagues or otherwise of Confidential Information relating to the Company, its business, potential business or that of its customers or its or their respective affiliates. “Confidential Information” includes information concerning the identity of customers or their requirements or key contacts within the customer’s organization, suppliers, distributors, software programs, demonstration programs, routines, algorithms, computer systems, plans, strategies, research, formulations, processes, production methods and sources, products and specifications, equipment m

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SHARE PURCHASE AND OPTION AGREEMENT

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(M.E.A. Testing Systems Ltd. Equity)

This Share Purchase and Option Agreement (this “Agreement”) is made as of August 5, 2026 between BiomX Inc., a Delaware corporation (NYSE American: PHGE) (the “Purchaser” or “BiomX”), and Mayers Ventures LLC a Nevada limited liability company (the “Seller”). The Purchaser and the Seller are each a “Party” and together the “Parties.”

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Recitals

A. The Company is M.E.A. Testing Systems Ltd., an Israeli private company, registration number 512558669 (the “Company” or “MEA”).

B. Based on the Company’s records, the issued share capital of the Company consists of 1,719,819 ordinary shares and 1,525,915 preferred shares, each of par value NIS 0.01 (together, 3,245,734 shares), subject to confirmation against the Company’s share register.

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AMENDMENT NO. 2

TO

GAXOS.AI INC.

2022 EQUITY INCENTIVE PLAN

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Gaxos.AI Inc., a Nevada corporation (the “Company”), hereby amends its 2022 Equity Incentive Plan (the “Plan”) as set forth below, which amendments shall be effective as the date set forth below, but if and only if the Company’s shareholders approve such amendment in accordance with applicable law:

Section 4(a) of the Plan shall be amended and restated in its entirety to read:

(a) Subject to Section 5 hereof, the number of shares of Common Stock that are reserved and available for issuance pursuant to Awards granted under the Plan shall be 1,000,000 shares of Common Stock; provided, that, shares of Common Stock issued under the Plan with respect to an Exempt Award shall not count against such share limit.

Section 4(c) of the Plan shall be amended and restated in its entirety to read:

(c) No more than 1,000,000 Shares shall be issued pursuant to the exercise of ISOs.

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August 5, 2026

Mr. Michael Whitehead

mandnwhitehead@icloud.com

Re:    Updated offer of employment from Matthews International Corporation

Dear Michael,

On behalf of the Board of Directors and pursuant to recent communications, I am pleased to re-extend an updated offer of employment to join Matthews International Corporation ("Matthews" and/or the “Company”) as President and Chief Executive Officer. This letter outlines the principal terms and conditions of your employment and reflects the Board's continued confidence in your leadership and ability to guide the Company's future growth and success.

Effective as of your mutually agreed upon start date (the “Start Date”), you shall assume the role as President and Chief Executive Officer of the Company and will report directly to the Board of Directors. This revised offer and the mutually agreed upon Start Date are contingent upon:

1.Your commitment to timely relocate to Pittsburgh within twelve (12) months of the Start Date (the “Relocation Date”);

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Exhibit 10.3

Execution Version

FEMASYS INC.

3950 Johns Creek Court, Suite 100

Suwanee, Georgia 30024

August 7, 2026

Nantahala Capital Management, LLC

130 Main St., 2nd Floor

New Canaan, CT 06840

Re:	Board Designees — Femasys Inc.

Ladies and Gentlemen:

Reference is hereby made to that Securities Purchase Agreement, dated as of August 7, 2026 (the “Purchase Agreement”), by and among Femasys Inc., a Delaware corporation (the “Company”), and the purchasers party thereto.

In consideration of the mutual covenants contained in this letter agreement (this “Letter Agreement”) and other good and valuable consideration, including the Purchase Agreement, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Company, and Nantahala Capital Management, LLC (the “Lead Investor” and, together with the Company, the “Parties”) hereby agree as follows:

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Exhibit 10.1

Execution Version

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SECURITIES PURCHASE AGREEMENT

BY AND AMONG

FEMASYS INC.

AND

THE PURCHASERS

August 7, 2026

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TABLE OF CONTENTS

\	\	Page
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1.1.	Purchase and Sale	1
1.2.	Closing	2

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Exhibit 10.2

Execution Version

REGISTRATION RIGHTS AGREEMENT

ThisREGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 7, 2026, is by and among Femasys Inc., a Delaware corporation (the “Company”), and the undersigned Purchasers (each, a “Purchaser,” and collectively, the “Purchasers”).

RECITALS

A.     In connection with the Securities Purchase Agreement by and among the parties hereto, dated as of August 7, 2026 (the “Securities Purchase Agreement”), the Company has agreed, upon the terms and subject to the conditions of the Securities Purchase Agreement, to issue and sell to each Purchaser (i) shares of Common Stock or Pre-Funded Warrants, and (ii) Common Warrants (each as defined in the Securities Purchase Agreement).

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RESTRICTED STOCK GRANT AGREEMENT

THIS AGREEMENT, by and between TWIN DISC, INCORPORATED (the “Company”) and _______________ (the “Employee”) is dated this 5th day of August, 2026.

WHEREAS, the Company has adopted an Amended and Restated 2021 Omnibus Incentive Plan, as amended and restated in 2024 and in 2026 (the “Plan”), whereby the Compensation and Human Capital Committee of the Board of Directors (the “Committee”) is authorized to award shares of common stock of the Company to officers, key employees, and consultants, carrying restrictions such as a prohibition against disposition and establishing a substantial risk of forfeiture; and

WHEREAS, the Committee has determined it to be in its best interests of the Company to provide the Employee with an inducement to acquire or increase the Employee’s equity interest in the Company; and

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TWIN DISC, INCORPORATED

AMENDED AND RESTATED 2021 OMNIBUS INCENTIVE PLAN

Amended and Restated Effective August 5, 2026

ARTICLE I

PURPOSE AND HISTORY

1.1         Purpose. The purpose of the Twin Disc, Incorporated Amended and Restated 2021 Omnibus Incentive Plan (the “Plan”) is to promote the overall financial objectives of Twin Disc, Incorporated (the “Company”) and its majority owned subsidiaries (“Subsidiaries”) by providing opportunities for officers, key employees, and Consultants of the Company or its Subsidiaries selected to participate in the Plan, as well as directors of the Company who are not employees of the Company (“Non-Employee Directors”) (each a “Participant”), to acquire Common Stock of the Company (“Common Stock”), and to receive Common Stock or cash bonuses upon attainment of specified financial goals of the Company or its Subsidiaries. The Plan gives the Compensation and Human Capital Committee of the Company’s Board of Directors, or such other committee as the Board of Directors shall designate (the “Committee”), the authority and discretion to award stock

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PERFORMANCE STOCK AWARD GRANT AGREEMENT

THIS PERFORMANCE STOCK AWARD GRANT AGREEMENT (the “Agreement”), by and between TWIN DISC, INCORPORATED (the “Company”) and ______________________ (the “Employee”) is dated this 5th day of August, 2026, to memorialize an award of performance stock of even date herewith.

WHEREAS, the Company has adopted an Amended and Restated 2021 Omnibus Incentive Plan, as amended and restated in 2024 and in 2026 (the “Plan”), whereby the Compensation and Human Capital Committee of the Board of Directors (the “Committee”) is authorized to grant performance stock awards that entitle an employee of the Company receiving such award to shares of common stock of the Company if the Company achieves certain predetermined performance objectives; and

WHEREAS, effective August 5, 2026, the Committee made an award of performance stock to the Employee as an inducement to achieve the below described performance objectives.

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TRANSITION SERVICES AGREEMENT

This Transition Services Agreement (this "Agreement") is entered into as of August 5, 2026, by and between Duos Technologies Group, Inc., a Florida corporation ("Group"), and Sandbank Acosta LLC, a Florida limited liability company ("Buyer"). Duos Technologies, Inc., a Florida corporation ("Tech"), is the operating company for whose benefit the Services will be provided following the Closing under that certain Stock Transfer Agreement dated effective as of June 30, 2026, by and between Group and Buyer (the "STA").

RECITALS

A. Pursuant to the STA, Buyer is acquiring all of the issued and outstanding equity interests of Tech from Group. All capitalized terms used herein without definition shall have the meanings ascribed to them in the STA.

B. In connection with the transactions contemplated by the STA, Buyer has requested that Group provide certain limited transition services for a temporary post-Closing period.

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EMPLOYEE LEASING AGREEMENT

This Employee Leasing Agreement (this "Agreement") is entered into as of August 5, 2026, by and between Duos Technologies Group, Inc., a Florida corporation ("Group"), and Sandbank Acosta, LLC, a Florida limited liability company ("Buyer"). Duos Technologies, Inc., a Florida corporation ("Tech"), is the business to which the leased employees will provide services following the closing of the stock transfer transaction between Group and Buyer.

RECITALS

A. Group and Buyer are parties to a Stock Transfer Agreement, dated effective as of June 30, 2026 (the “STA”), pursuant to which Group will transfer to Buyer all of the issued and outstanding shares of Tech. All capitalized terms used herein without definition shall have the meanings ascribed to them in the STA.

B. Group and Buyer desire to establish a temporary arrangement under which certain employees affiliated with Group will be leased or otherwise made available for the benefit of Tech following Closing.

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