Browse EX-10 agreements

**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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**Execution Version **

**EMPLOYMENT AGREEMENT **

This **EMPLOYMENT AGREEMENT **(this “Agreement”) is entered into as of August 6, 2026 (the “Effective Date”), by and between American Ocean Minerals Corporation, a Delaware corporation (the “Company”), and Paul H. Warmé (“Executive”).

WHEREAS, the Company wishes to employ Executive as the Chief Financial Officer of the Company and Executive wishes to work as the Chief Financial Officer of the Company, commencing as of August 6, 2026 (the “Start Date”); and

WHEREAS, the Company and Executive wish to enter into this Agreement on the terms and conditions set forth below.

NOW, THEREFORE, it is hereby agreed as follows:

1.   Employment. The Company agrees to employ Executive, and Executive hereby accepts such employment, upon the terms and subject to the conditions set forth herein, for a period commencing on the Start Date and ending on the date this Agreement is terminated in accordance with Section*** 5* (the “Employment Term”).

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SERIES AAA PREFERRED SUBSCRIPTION AGREEMENT

Marked changes to the Note Restructuring Version. Provisions not reproduced are unchanged.

Recitals, first WHEREAS

WHEREAS, the Company intends to offer (the “Offering”) for sale up to $38.5 million of shares of Series AAA Convertible Preferred Stock (the “Series AAA Preferred”) convertible into shares of the Company’s Class A common stock, par value $0.001, of the Company (the “Common Stock”). The forms of the Certificate of Designations, Preferences and Rights of the Series AAA Convertible Preferred Stock (the “COD”) is substantially in the form attached hereto as Exhibit A and the Series AAA Preferred and the shares of Class A common stock issuable upon conversion of such securities (the “Underlying Shares”) are being offered in reliance upon the exemption from registration provided for under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506(b) of Regulation D promulgated thereunder (“Regulation D”), the terms and conditions hereinafter set forth; and

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NOTE SUBSCRIPTION AGREEMENT AND RELEASE

This NOTE SUBSCRIPTION AGREEMENT AND RELEASE (this “Agreement”) is made as of __________________, 2026, by and between CaliberCos Inc., a Delaware corporation (the “Company”), and the undersigned (the “Subscriber”).

RECITALS

WHEREAS, the Subscriber is the holder of one or more promissory notes previously issued by the Company and identified on Schedule 1 hereto (each, a “Prior Note” and collectively, the “Prior Notes”);

WHEREAS, the Company has offered to holders of the Prior Notes the opportunity to elect among several alternatives with respect to their Prior Notes, one of which is the exchange of a Prior Note for a new Subordinated Amortizing Promissory Note (Unsecured) of the Company bearing interest at six percent (6.0%) per annum and amortizing in sixty (60) monthly installments of principal and interest (the “New Note”);

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PAYOFF OPTION AND STANDSTILL AGREEMENT

This PAYOFF OPTION AND STANDSTILL AGREEMENT (this “Agreement”) is made as of __________________, 2026 (the “Effective Date”), by and between CaliberCos Inc., a Delaware corporation (the “Company”), and the undersigned holder (the “Holder”).

RECITALS

WHEREAS, the Holder is the holder of one or more promissory notes previously issued by the Company and identified on Schedule 1 hereto (each, a “Note” and collectively, the “Notes”);

WHEREAS, the Company offered to holders of the Notes a payoff of the Holder's Unreturned Capital at eighty percent (80%) thereof, and the Holder has elected to be so paid off;

WHEREAS, the Company is seeking capital with which to fund such payoffs and requires a defined period in which to obtain that capital and complete the payoffs; and

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** **

Dear Heather Clayton,

We are pleased to offer you employment with BOXABL at 5345 E North Belt Road Suite 115, North Las Vegas, NV 89115. We would like you to join our team as a Chief Accounting Officer**.**

** **

You will report to: Martin Costas, Chief Financial Officer

Upon your acceptance of this offer, your tentative start date will be: 09/28/2026 which is contingent on passing a background check.

This is a full-time position and you will be classified as an exempt employee with a salary of $250,000.00, payable every other week as per the standard payroll practices of the company. Your earnings are subject to deductions for taxes and other withholdings as required by law or company policy.

**Bonus: **To be determined by senior management

**Stock Grant: **Subject to Board approval, you will be eligible to receive an award under the Company’s 2026 Incentive Plan, with the specific terms (including size, vesting, and conditions) to be set forth in an individual award agreement. The award agreement, once executed, will govern the terms of your participation.

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