Browse EX-10 agreements

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FORM OF RESTRICTIVE COVENANT AND CONFIDENTIALITY AGREEMENT

THIS RESTRICTIVE COVENANT AND CONFIDENTIALITY AGREEMENT (this “Agreement”) is made as of August 7, 2026, by and among Noviant Inc., a New York corporation (the “Company”), Aether Compute LLC, a Delaware limited liability company (“Buyer”), Aether Holdings, Inc., a Delaware corporation (“Parent”), and [____________] (“Seller”). The Company, Buyer, Parent and Seller are referred to herein individually as a “Party” and collectively as the “Parties”.

RECITALS

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SHAREHOLDERS’ AGREEMENT

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NOVIANT INC.

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THIS SHAREHOLDERS’ AGREEMENT (this “Agreement”) is made and entered into as of August 7, 2026, by and among Noviant Inc., a New York corporation (the “Corporation”), Aether Compute LLC, a Delaware limited liability company (“Aether”) and Kevin Wang, Jin Yi Wang, and Enbo B. Zeng (collectively, the “Founders” and, together with Aether, the “Shareholders” and each, a “Shareholder”).

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W I T N E S S E T H:

WHEREAS, the Corporation was organized and formed under the laws of the State of New York on September 23, 1997, and is the company whose shares are being acquired pursuant to that certain Stock Purchase Agreement, effective as of August 4, 2026, by and among Aether, Aether Holdings, Inc., a Delaware corporation (“Parent”), the Corporation and the Founders (the “SPA”).

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FORM OF*** EMPLOYMENT AND RESTRICTIVE COVENANT AGREEMENT***

THIS EMPLOYMENT AND RESTRICTIVE COVENANT AGREEMENT (this “Agreement”) is entered into as of August 7, 2026, by and among Noviant Inc., a New York corporation (the “Company” or “Employer”), [FOUNDER NAME] (“Founder” or “Employee”), and, solely for purposes of Sections 6 through 24 and enforcement rights, Aether Compute LLC, a Delaware limited liability company (“Buyer”), and Aether Holdings, Inc., a Delaware corporation (“Parent”). The Company, Buyer, Parent and their respective Affiliates are referred to collectively as the “Company Group.”

RECITALS

A. Founder is a founder, continuing equity holder and key employee of the Company.

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GUARANTY

This GUARANTY, made effective as of August 5, 2026, is given by each of the undersigned entities set forth on the signature page hereto (all such entities together, “Guarantors”, and each individually, a “Guarantor”), for the benefit of Streeterville Capital, LLC, a Utah limited liability company (“Investor”).

PURPOSE

A. Aether Holdings, Inc., a Delaware corporation and parent of Guarantors (“Company”), has issued to Investor that certain Secured Promissory Note of even date herewith in the original principal amount of $1,620,000.00 (the “Note”).

B. The Note was issued pursuant to the terms of a Note Purchase Agreement of even date herewith between Company and Investor (the “Purchase Agreement”).

C. Investor agreed to provide the financing to Company evidenced by the Note only upon the inducement and representation of Guarantors that they would guaranty certain indebtedness, liabilities and obligations of Company owed to Investor under the Note, as provided herein.

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INTELLECTUAL PROPERTY SECURITY AGREEMENT

This INTELLECTUAL PROPERTY SECURITY AGREEMENT (“IP Security Agreement”), dated as of August 5, 2026, is made by Aether Holdings, Inc., a Delaware corporation (“Debtor”), in favor of STREETERVILLE CAPITAL, LLC, a Utah limited liability company (the “Secured Party”).

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FORM OF*** LOCK-UP AND LEAK-OUT AGREEMENT***

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THIS LOCK-UP AND LEAK-OUT AGREEMENT (this “Agreement”) is entered into as of August 7, 2026, by and among Aether Holdings, Inc., a Delaware corporation (“Parent” or “Issuer”), Aether Compute LLC, a Delaware limited liability company (“Buyer”), and [FOUNDER NAME] (“Holder”).

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RECITALS

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A. Buyer, Parent, Noviant Inc. and the founders of Noviant are entering into a stock purchase agreement of even date herewith (the “Stock Purchase Agreement”) pursuant to which Buyer will acquire sixty percent (60%) of the issued and outstanding equity of Noviant Inc. from the founders.

B. Parent will issue restricted shares of Parent common stock to Holder as consideration provided on behalf of Buyer under the Stock Purchase Agreement.

C. As a material inducement to Buyer and Parent to enter into and consummate the transaction, Holder is agreeing to the transfer restrictions, lock-up, leak-out, no hedging, no short sale and other covenants set forth herein.

AGREEMENT

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1. Definitions.

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Note Purchase Agreement

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This Note Purchase Agreement (this “Agreement”), dated as of August 5, 2026, is entered into by and between Aether Holdings, Inc., a Delaware corporation (“Company”), and Streeterville Capital, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”).

A. Company and Investor are executing and delivering this Agreement in reliance upon an exemption from securities registration afforded by the Securities Act of 1933, as amended (the “1933 Act”), and the rules and regulations promulgated thereunder by the United States Securities and Exchange Commission (the “SEC”).

B. Investor desires to purchase and Company desires to issue and sell, upon the terms and conditions set forth in this Agreement, a Secured Promissory Note, in the form attached hereto as Exhibit A, in the original principal amount of $1,620,000.00 (the “Note”).

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INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT

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THIS INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT (this “Agreement”) is entered into as of August 7, 2026, by and among Noviant Inc., a New York corporation (the “Company”), Kevin Wang, Jin Yi Wang, James L. Mo and Enbo B. Zeng (each, an “Assignor” and collectively, the “Assignors”), and, solely for purposes of Sections 5, 8, 9, 10, 12 and 14, Aether Compute LLC, a Delaware limited liability company (“Buyer”), and Aether Holdings, Inc., a Delaware corporation (“Parent”).

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RECITALS

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A. Assignors are founders of the Company and have created, developed, conceived, authored, acquired, registered, maintained, controlled or used certain intellectual property, technology, accounts, data, materials and assets relating to the Company and its business.

B. Buyer is acquiring sixty percent (60%) of the equity of the Company from the Assignors and Parent is providing the consideration for that acquisition.

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MODIFICATION AGREEMENT AND ALLONGE

This MODIFICATION AGREEMENT AND ALLONGE (the “Modification”) is made and entered into among SOUTHERN AIRWAYS PACIFIC, LLC, AND SOUTHERN AIRWAYS EXPRESS, LLC, each a Delaware limited liability company (individually and collectively, “Company”), [Holder] (“Holder”), and JGB COLLATERAL, LLC, as Agent.

Recitals

A. Company executed in favor of Holder a certain Debenture due June 30, 2031, originally issued by Company on June 30, 2026, in an aggregate stated original principal sum of $[______] (the “Debenture”).

B. Company and Holder desire to modify the Debenture as provided herein.

Agreement

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Company and Holder hereby agree and amend and modify the Debenture as follows:

1. Definitions. Except as otherwise provided herein, terms defined in the Debenture shall have the same meaning when used herein. Terms defined in the singular shall have the same meaning when used in the plural and vice versa.

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IDAHO COPPER CORPORATION

800 W. MAIN ST, STE 1460

BOISE, ID 83702

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DIRECTOR AGREEMENT

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THIS DIRECTOR AGREEMENT (the “Agreement”) is made effective as of the 2nd day of July, 2026, and is by and between Idaho Copper Corporation, a Nevada corporation and a US public company (hereinafter referred to as the “Company”), and Gil Atzmon (hereinafter referred to as the “Director”).

WHEREAS, it is essential to the Company to retain and attract as directors the most capable persons available to serve on the board of directors of the Company (the “Board”).

WHEREAS, the Board believes that Director possesses the necessary qualifications and abilities to serve as a director of the Company and desires to appoint the Director to fill an existing vacancy on the Board and to perform the duties of a Director.

**WHEREAS **the Director desires to be so appointed for such position and to perform the duties required of such position in accordance with the terms and conditions of this Agreement.

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IDAHO COPPER CORPORATION

800 W. MAIN ST, STE 1460

BOISE, ID 83702

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DIRECTOR AGREEMENT

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THIS DIRECTOR AGREEMENT (the “Agreement”) is made effective as of the 2nd day of July, 2026, and is by and between Idaho Copper Corporation, a Nevada corporation and a US public company (hereinafter referred to as the “Company”), and Corey B. Redfield (hereinafter referred to as the “Director”).

WHEREAS, it is essential to the Company to retain and attract as directors the most capable persons available to serve on the board of directors of the Company (the “Board”).

WHEREAS, the Board believes that Director possesses the necessary qualifications and abilities to serve as a director of the Company and desires to appoint the Director to fill an existing vacancy on the Board and to perform the duties of a Director.

**WHEREAS **the Director desires to be so appointed for such position and to perform the duties required of such position in accordance with the terms and conditions of this Agreement.

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IDAHO COPPER CORPORATION

800 W. MAIN ST, STE 1460

BOISE, ID 83702

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DIRECTOR AGREEMENT

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THIS DIRECTOR AGREEMENT (the “Agreement”) is made effective as of the 2nd day of July, 2026, and is by and between Idaho Copper Corporation, a Nevada corporation and a US public company (hereinafter referred to as the “Company”), and Steven Rudofsky (hereinafter referred to as the “Director”).

WHEREAS, it is essential to the Company to retain and attract as directors the most capable persons available to serve on the board of directors of the Company (the “Board”).

WHEREAS, the Board believes that Director possesses the necessary qualifications and abilities to serve as a director of the Company and desires to appoint the Director to fill an existing vacancy on the Board and to perform the duties of a Director.

**WHEREAS **the Director desires to be so appointed for such position and to perform the duties required of such position in accordance with the terms and conditions of this Agreement.

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