Browse EX-10 agreements

**TRANSITION SERVICES AGREEMENT **

BY AND BETWEEN

**FLEX LTD. **

AND

**AXIOM SOLUTIONS INTERNATIONAL, INC. **

DATED AS OF [•]

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***TABLE OF CONTENTS ***

| | | | | | | | | | | --------------------------------------------------------- | - | ----------- | : | --------------------------------------------------------------- | - | - | -: | - | | | | | | | | | | | | ARTICLE I DEFINITIONS AND INTERPRETATION | | | | | | | 1 | | | | | | | | | | | |

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TAX MATTERS AGREEMENT

by and between

FLEX LTD.

and

AXIOM SOLUTIONS INTERNATIONAL, INC.

Dated as of [•], 2027

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**TABLE OF CONTENTS **

				Page
		ARTICLE I
		DEFINITIONS
1.1		General			2

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**AXIOM SOLUTIONS INTERNATIONAL, INC. **

**EXECUTIVE SEVERANCE PLAN **

**(Effective as of [•]) **

In order to encourage the retention of key management employees of Axiom Solutions International, Inc., a Texas corporation (the “Company”), the Company has adopted this Executive Severance Plan (the “Plan”). The purpose of the Plan is to provide severance benefits to a group of employees of the Company and its participating Affiliates (as defined below) and the Plan is intended to be subject to ERISA as an unfunded employee welfare benefit plan primarily providing benefits for a select group of management or highly compensated employees.

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**No. «GrantID» **

**AXIOM SOLUTIONS INTERNATIONAL, INC. **

**2027 EQUITY INCENTIVE PLAN **

**FORM OF PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT **

This Performance-Based Restricted Stock Unit Award Agreement (this “Agreement”) is entered into as of [<<Grant Date>>] (the “Grant Date”) by and between Axiom Solutions International, Inc., a Texas corporation (the “Company”), and [«First» «Last»] (the “Participant”), and sets forth the terms and conditions of an award of [«Total Target Shares»] performance-based restricted stock units (“PSUs”) (representing the aggregate Target Amount).

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**Axiom Solutions International, Inc. Deferred Compensation Plan **

**(Effective as of [•]) **

**Award Agreement **

Axiom Solutions International, Inc. (the “Company”) has agreed to provide you with a deferred long-term incentive bonus (the “Discretionary Award”) under the Axiom Solutions International, Inc. Deferred Compensation Plan (the “Plan”) in return for services to be rendered in the future as an employee of the Company (or an Affiliate). Unless the context indicates otherwise, capitalized terms used in this Award Agreement have the meanings given to them in the Plan.

Your Discretionary Award, in the amount set forth in the Long-Term Cash Incentives (Deferred Compensation) section of your attached FY[27] Total Compensation letter, will be credited to your Award Account under the Plan effective on [•], and the Vesting Date of the Discretionary Award will be [•] (the fourth anniversary of such crediting date).

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**No. «GrantID» **

**AXIOM SOLUTIONS INTERNATIONAL, INC. **

**2027 EQUITY INCENTIVE PLAN **

**FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT **

**FOR NON-EMPLOYEE DIRECTORS **

This Restricted Stock Unit Award Agreement for Non-Employee Directors (the “Agreement”) is made and entered into as of [•], (the “Grant Date”) by and between Axiom Solutions International, Inc., a Texas corporation (the “Company”), and the participant named below (the “Participant”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Axiom Solutions International, Inc. 2027 Equity Incentive Plan, as amended from time to time (the “Plan”). The Participant understands and agrees that this Restricted Stock Unit Award (the “RSU Award”) is granted subject to and in accordance with the express terms and conditions of the Plan and this Agreement including any country-specific terms set forth in Exhibit A to this Agreement. The Participant further agrees to be bound by the terms and conditions of the Plan and the terms and conditions of this A

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**FORM OF STOCKHOLDER’S AND REGISTRATION RIGHTS AGREEMENT **

This STOCKHOLDER’S AND REGISTRATION RIGHTS AGREEMENT, dated as of [•] (this “Agreement”), is by and between Axiom Solutions International, Inc., a Texas corporation (“Spinco”), and Flex Ltd., a Singapore registered public company (“Flex”).

WHEREAS, Flex currently owns all of the issued and outstanding shares of common stock, par value $0.0001 per share, of Spinco (“Spinco Common Stock”);

WHEREAS, pursuant to the Separation and Distribution Agreement, dated as of [•], by and between Flex and Spinco (the “SDA”), Flex will distribute between approximately 88.0% to 94.0% of the issued and outstanding shares of Spinco Common Stock to holders of shares of Flex ordinary shares, on a pro rata basis (the “Distribution”);

WHEREAS, Flex intends for the Distribution to take place pursuant to a registration statement on Form 10 (the “Distribution Registration Statement”);

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**Axiom Solutions International, Inc. **

**2027 EQUITY INCENTIVE PLAN **

**(EFFECTIVE AS OF [•], 2027) **

**Article 1. Establishment; Purposes of the Plan **

Axiom Solutions International, Inc., a Texas corporation (the “Company”), hereby establishes this Axiom Solutions International, Inc. 2027 Equity Incentive Plan (the “Plan”), effective as of [•], 2027 (the “Effective Date”).

The purposes of the Plan are to attract and retain the best available personnel, to provide additional incentives to Employees, Directors and Consultants, to give recognition to the contributions made or to be made by Outside Directors to the success of the Company and to promote the success of the Company’s business by linking the personal interests of Employees, Directors and Consultants to those of the Company’s stockholders and by providing such individuals with an incentive for outstanding performance to generate superior returns to the Company’s stockholders.

**Article 2. Definitions **

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**AMENDMENT NO. 3 TO ChEF PURCHASE AGREEMENT **

This Amendment No. 3 (“Amendment No.********* 3***”), made as of September 14, 2026, amends that certain ChEF Purchase Agreement, dated as of October 22, 2025, as amended on September 1, 2026 and September 14, 2026 (collectively, the “Agreement”), by and between Chardan Capital Markets LLC, a New York limited liability company (the “Investor”), and Hyperliquid Strategies Inc, a Delaware corporation (the “Company”).

***RECITALS ***

WHEREAS, pursuant to Section 10.6 of the Agreement, no provision of the Agreement may be amended, except by a written instrument executed by both parties thereto; and

WHEREAS, the parties hereto desire to amend the Agreement as set forth herein.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises hereinafter set forth, the parties hereby agree as follows:

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AMENDMENT NO. 3 TO ChEF PURCHASE AGREEMENT

This Amendment No. 3 (“Amendment No. 3”), made as of September 14, 2026, amends that certain ChEF Purchase Agreement, dated as of October 22, 2025, as amended on September 1, 2026 and September 14, 2026 (collectively, the “Agreement”), by and between Chardan Capital Markets LLC, a New York limited liability company (the “Investor”), and Hyperliquid Strategies Inc, a Delaware corporation (the “Company”).

RECITALS

WHEREAS, pursuant to Section 10.6 of the Agreement, no provision of the Agreement may be amended, except by a written instrument executed by both parties thereto; and

WHEREAS, the parties hereto desire to amend the Agreement as set forth herein.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises hereinafter set forth, the parties hereby agree as follows:

1. Defined Terms. Unless otherwise indicated herein, capitalized terms which are used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Agreement.

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**STRICTLY PRIVATE AND CONFIDENTIAL **

Effective as of October 2, 2025

American Ocean Minerals

400 North Ashley Dr

Suite 1900

Tampa, FL 33602

Dear Sirs,

**Mark Justh (“MJ”) **is pleased to set out the terms of our engagement to serve in the roles of Chief Executive Officer and Director of AOM.

**1. Appointment and Engagement **

By its acceptance of this letter, the Company hereby appoints MJ to provide executive leadership by filling the offices of Chief Executive Officer.

2. **Services and Responsibilities **

In connection with this engagement, MJ shall:

Carry out such responsibilities as are customary for the roles of Chief Executive Officer and director.

**3. Fees **

In consideration of MJ services, the Company shall pay a work fee of USD $60,000 per month, payable in advance on the first business day of each month. The monthly fee shall be due in full for any calendar month or part thereof during which this agreement is in effect.

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