Browse EX-10 agreements

Exhibit 10.1

Execution Version

August 27, 2026

Mr. Richard P. Smith

At the address on file with TriCo

Dear Rick:

This letter (this “Letter Agreement”) memorializes our agreement regarding the terms of your employment with, and service to, First Hawaiian Bank (“FHB”) following the completion of the Merger contemplated by the Agreement and Plan of Reorganization and Merger, by and among First Hawaiian, Inc. (“FHI”), TriCo Bancshares (“TriCo”) and Horizon Merger Sub, Inc. (the “Merger Agreement”). Capitalized terms used but not defined in this Letter Agreement have the meanings ascribed to them in the Merger Agreement.

1.             Term

…

** **

TERMINATION of INTERIM CEO SERVICES AGREEMENT

This Termination Agreement (the “Termination Agreement”) is made effective as of September 10, 2026 (the “Termination Date”) between RAINMAKER WORLDWIDE INC., a Nevada corporation (the “Company”), and LARCHWOOD MANAGEMENT PARTNERS INC. (“Larchwood”).

WHEREAS, the Company and Larchwood are parties to an Interim Chief Executive Officer Services Agreement made as of April 30, 2026 and effective May 1, 2026 (the “Interim Agreement”), pursuant to which Larchwood provided the services of Michael O’Connor as Interim Chief Executive Officer of the Company;

WHEREAS, Michael O’Connor has resigned as Interim Chief Executive Officer effective September 10, 2026; and

WHEREAS, the Company and Larchwood wish to terminate the Interim Agreement and establish the final amounts payable under that agreement through the Termination Date.

NOW THEREFORE, in consideration of the mutual agreements below, the parties agree as follows:

1. Termination of Interim Agreement

…

** **

Exhibit 10.5

RAINMAKER WORLDWIDE INC.

ACKNOWLEDGMENT OF FORFEITURE AND VOLUNTARY SURRENDER OF STOCK OPTION

Effective April 22, 2026

This Acknowledgment is entered into by Rainmaker Worldwide Inc. (the “Company”) and James Ross (the “Optionee”).

The Optionee acknowledges that, pursuant to the Director Stock Option Grant Agreement dated January 12, 2026, the Optionee was granted an option to purchase 1,924,192 shares of the Company’s common stock at an exercise price of $0.0209 per share.

The Optionee further acknowledges and agrees as follows:

1. Termination of Board Service.

The Optionee’s service as a member of the Board of Directors terminated effective April 22, 2026.

2. Forfeiture of Unvested Options.

Pursuant to Sections 4 and 6 of the Stock Option Grant Agreement, all portions of the Option that were unvested as of April 22, 2026 were automatically forfeited upon termination of the Optionee’s Board service.

3. Voluntary Surrender of Vested Options.

…

INTERIM CHIEF EXECUTIVE OFFICER SERVICES AGREEMENT

This Interim Chief Executive Officer Services Agreement (the “Agreement”) is made as of April 30, 2026, between RAINMAKER WORLDWIDE INC., a Nevada corporation (the “Company”), and LARCHWOOD MANAGEMENT PARTNERS INC. (the “Executive”), and shall become effective May 1, 2026 (the “Effective Date”).

1. Interim Appointment

Effective May 1, 2026, the Company hereby engages the Executive to serve as Interim Chief Executive Officer.

The Executive shall perform the functions customarily associated with the Company’s principal executive officer, subject to the authority and oversight of the Board of Directors.

This Agreement is a new and separate interim arrangement and does not extend, renew or reinstate the Executive’s prior agreement, which terminates effective April 30, 2026.

2. Purpose of Engagement

The Company is restructuring its management arrangements while continuing its existing business.

The purposes of this interim engagement include:

a) maintaining continuity of executive management;

…

** **

RAINMAKER WORLDWIDE INC.

** **

ACKNOWLEDGMENT OF FORFEITURE AND VOLUNTARY SURRENDER OF STOCK OPTION

** **

Effective April 30, 2026

This Acknowledgment is entered into by Rainmaker Worldwide Inc. and 2752128 Ontario Ltd. (the “Optionee”).

The Optionee acknowledges that it was granted an option on January 12, 2026 to purchase 3,330,332 shares of common stock at $0.0209 per share.

1. Termination of Service.

The Optionee’s applicable service to the Company terminated effective April 30, 2026.

2. Forfeiture of Unvested Options.

Pursuant to Sections 4 and 6 of the Stock Option Grant Agreement, all portions of the Option that were unvested as of April 30, 2026 were automatically forfeited upon termination of service.

3. Voluntary Surrender of Vested Options.

The Optionee voluntarily and irrevocably surrenders all portions of the Option that were vested and outstanding as of April 30, 2026 and waives the six-month post-termination exercise period otherwise provided under the Stock Option Grant Agreement.

4. No Consideration.

…

MUTUAL TERMINATION AGREEMENT

This Mutual Termination Agreement (the “Termination Agreement”) is made as of April 30, 2026, between RAINMAKER WORLDWIDE INC., a Nevada corporation (the “Company”), and LARCHWOOD MANAGEMENT PARTNERS INC. (the “Executive”).

RECITALS

WHEREAS, the Company and the Executive are parties to a Consulting Agreement dated July 3, 2017, as amended, supplemented or otherwise modified from time to time (the “Existing Agreement”);

WHEREAS, pursuant to the Existing Agreement, the Executive has assumed the Chief Executive Office role and provided management and related services to the Company;

WHEREAS, the Company is restructuring its management arrangements and associated costs;

WHEREAS, the parties have agreed that the Existing Agreement will terminate effective April 30, 2026;

…

** **

RAINMAKER WORLDWIDE INC.

ACKNOWLEDGMENT OF FORFEITURE AND VOLUNTARY SURRENDER OF STOCK OPTION

Effective April 30, 2026

This Acknowledgment is entered into by Rainmaker Worldwide Inc. and Larchwood Management Partners Inc. (the “Optionee”).

The Optionee acknowledges that it was granted an option on January 12, 2026 to purchase 3,330,332 shares of common stock at $0.0209 per share.

1. Termination of Service.

The Optionee’s applicable service to the Company terminated effective April 30, 2026.

2. Forfeiture of Unvested Options.

Pursuant to Sections 4 and 6 of the Stock Option Grant Agreement, all portions of the Option that were unvested as of April 30, 2026 were automatically forfeited upon termination of service.

3. Voluntary Surrender of Vested Options.

The Optionee voluntarily and irrevocably surrenders all portions of the Option that were vested and outstanding as of April 30, 2026 and waives the six-month post-termination exercise period otherwise provided under the Stock Option Grant Agreement.

4. No Consideration.

…

** **

Exhibit 10.4

INTERIM VICE PRESIDENT, FINANCE SERVICES AGREEMENT

This Interim Vice President, Finance Services Agreement (the “Agreement”) is made as of April 30, 2026, between RAINMAKER WORLDWIDE INC., a Nevada corporation (the “Company”), and 2752128 ONTARIO LTD. (“VP Finance”), and shall become effective May 1, 2026 (the “Effective Date”).

1. Interim Appointment

Effective May 1, 2026, the Company hereby engages the VP Finance to serve as Interim Vice President, Finance.

Unless and until the Board designates another individual, the VP Finance shall also perform the functions customarily associated with this position.

This Agreement is a new and separate interim arrangement and does not extend, renew or reinstate the VP Finance’s prior agreement, which terminates effective April 30, 2026.

2. Purpose of Engagement

The Company is restructuring its management arrangements while continuing its existing business.

The purposes of the interim engagement include:

a) maintaining continuity of the Company’s finance and accounting functions;

…

MUTUAL TERMINATION AGREEMENT

This Mutual Termination Agreement (the “Termination Agreement”) is made as of April 30, 2026, between RAINMAKER WORLDWIDE INC., a Nevada corporation (the “Company”), and 2752128 ONTARIO LTD. (the “VP Finance”).

RECITALS

WHEREAS, the Company and the VP Finance are parties to a Consulting Agreement dated March 1, 2020, as amended, supplemented or otherwise modified from time to time (the “Existing Agreement”);

WHEREAS, pursuant to the Existing Agreement, the VP Finance has provided finance, accounting, financial reporting, corporate administration and related services to the Company;

WHEREAS, the Company is restructuring its management arrangements and associated costs;

WHEREAS, the parties have agreed that the Existing Agreement will terminate effective April 30, 2026;

…

CCH Holdings Ltd

No. 1, Jalan Perda Jaya, Kawasan Perniagaan Perda Jaya, 14000

Bukit Mertajam, Pulau Pinang, Malaysia

September 11, 2026

L1 Capital Global Opportunities Master Fund

1688 Meridian Ave, level 6

Miami Beach FL 33139

Attention: David Feldman, Portfolio Manager

Email: dfeldman@L1capitalglobal.com

Re: Amendments to the Securities Purchase Agreement and the Convertible Note

Dear Mr. Feldman:

Reference is made to the Senior 8% Original Discount Convertible Promissory Note in the original principal amount of up to $2,500,000 (the “Note”) that was issued by CCH Holdings Ltd (the “Company”) to L1 Capital Global Opportunities Master Fund (the “Investor”) on July 31, 2026.

Reference is also made to the Securities Purchase Agreement dated as of July 31, 2026 (the “Purchase Agreement”) between the Company and the Investor.

The Company and the Investor are each referred to is this Letter Amendment Agreement (the “Amendment”) as a “party” and collectively the “Parties.”

…

Execution Version

INVESTMENT AGREEMENT

THE UNITED STATES DEPARTMENT OF DEFENSE

- and -

TRILOGY METALS INC.

August 28, 2026

TABLE OF CONTENTS

Page

Article 1 INTERPRETATION		1
** **	** **	** **
1.1	Defined Terms	1
1.2	Rules  of Construction	8
1.3	Time of Essence	9

…

** **

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 11, 2026, by and among TRILOGY METALS INC., a corporation organized and existing under the laws of the Province of British Columbia, Canada (the “Company”), and the UNITED STATES DEPARTMENT OF DEFENSE (also referred to herein as the “Department of War” or the “Initial Investor,” and together with its successors and any Permitted Holders that becomes a party hereto pursuant to, and in accordance with, Section 13(c), the “Investors” and each, an “Investor”).

…