Browse EX-10 agreements

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REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 11, 2026, between Sphere 3D Corp., a corporation incorporated under the laws of Ontario (the “Company”), and each of the purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of September 8, 2026, between the Company and each Purchaser (the “Purchase Agreement”).

The Company and each Purchaser hereby agrees as follows:

1. Definitions.

Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the respective meanings given to such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

“Advice” shall have the meaning set forth in Section ‎6(b).

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of September 8, 2026, between Sphere 3D Corp., a corporation incorporated under the laws of Ontario (the “Company”), and each purchaser identified on the signature pages hereto (each purchaser, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act (as defined below), and Rule 506 promulgated thereunder, if applicable, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

Article I
DEFINITIONS

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**Execution Version **

**AMENDMENT NO. 1 **

AMENDMENT NO. 1, dated as of September 9, 2026 (this “Amendment”), to the Loan Agreement dated as of February 21, 2025 (as amended, supplemented, amended and restated or otherwise modified from time to time prior to the date hereof, the “Loan Agreement”) among SANDISK CORPORATION, a Delaware corporation (the “Lead Borrower”), the additional borrowers from time to time party thereto, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) and the other parties thereto. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Loan Agreement.

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ORACLE CORPORATION

AMENDED AND RESTATED EXECUTIVE BONUS PLAN
(Amended and Restated Effective August 24, 2026)

1.

ESTABLISHMENT AND PURPOSE

1.1.

Purpose. The purpose of the Amended and Restated Oracle Corporation Executive Bonus Plan (the “Plan”) is to motivate certain executives to achieve financial and other performance objectives and to reward them when such objectives are met. To this end, the Plan provides a means of rewarding Participants based on the performance of the Company and/or its lines of business or business units and, where applicable, on a Participant’s personal performance.

1.2.

Effective Date.The Plan is amended and restated effective as of August 24, 2026.

2.

DEFINITIONS

2.1.

“Actual Award”shall mean an incentive award earned by a Participant under the Plan for any Performance Period.

2.2.

“Affiliate”shall mean any corporation or other entity (including, but not limited to, partnerships and joint ventures) controlled by the Company.

2.3.

“Board”shall mean the Company’s Board of Directors.

2.4.

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Form of Lock-Up Agreement

Maxim Group LLC

300 Park Avenue, 16th Floor

New York, New York 10022

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Ladies and Gentlemen:

The undersigned understands that you, as the placement agent (“Placement Agent”), propose to enter into a Placement Agent Agreement (the “PAA”) with iOThree Limited, an exempted company incorporated under the laws of the Cayman Islands (the “Company”), relating to the proposed offering of Securities (the “Offering”) including the ordinary shares of par value of US$0.0625 each of the Company (the “Ordinary Shares”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the PAA.

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SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of [   ], 2026, between iOThree Limited, a Cayman Islands exempted company incorporated under the laws of the Cayman Islands (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities Act (as defined below), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

**ARTICLE I.
**DEFINITIONS

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CERTAIN INFORMATION IDENTIFIED BY “[***]” HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

UNIVERSITY STATION

FOURTH AMENDMENT TO LEASE
(SI-BONE, INC.)

THIS FOURTH AMENDMENT TO LEASE (this “Amendment”) is made as of September 11, 2026, by and between BIXBY SPE FINANCE 11, LLC, a Delaware limited liability company (“Landlord”), and SI-BONE, INC., a Delaware corporation (“Tenant”).

RECITALS

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EQUITY FINANCING AGREEMENT

This EQUITY FINANCING AGREEMENT (the “Agreement”), dated as of September 8, 2026 (the “Execution Date”), is entered into by and between NewHydrogen, Inc., a Nevada corporation with its principal executive office at 27936 Vista Canyon Blvd, Suite 202, Santa Clarita, CA, 91387 (the “Company”), and GHS Investments LLC, a Nevada limited liability company, with offices at 420 Jericho Turnpike, Suite 102, Jericho, NY 11753 (the “Investor”).

RECITALS:

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WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Investor shall invest up to Three Million Dollars ($3,000,000) (the “Commitment Amount”), over the course of twenty-four (24) months immediately following the Effective Date (the “Contract Period”) to purchase the Company’s common stock, par value $0.0001 per share (the “Common Stock”);

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REGISTRATION RIGHTS AGREEMENT

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This Registration Rights AGREEMENT (the “Agreement”), dated as of September 8, 2026 (the “Execution Date”), is entered into by and between NewHydrogen, Inc., Nevada corporation with its principal executive office at 27936 Vista Canyon Blvd, Suite 202, Santa Clarita, CA, 91387 (the “Company”), and GHS Investments LLC, a Nevada limited liability company, with offices at 420 Jericho Turnpike, Suite 102 Jericho, NY 11753 (the “Investor”).

RECITALS:

Whereas, pursuant to the Equity Financing Agreement entered into by and between the Company and the Investor of even date (the “Equity Financing Agreement”), the Company has agreed to issue and sell to the Investor an indeterminate number of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), up to an aggregate purchase price of Three Million Dollars ($3,000,000);

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ACCELEVATION HOLDINGS LLC

FORM OF LIMITED LIABILITY COMPANY AGREEMENT

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Dated as of              , 2026

THE UNITS ISSUED PURSUANT TO THIS LIMITED LIABILITY COMPANY AGREEMENT

HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR

UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH UNITS MAY NOT BE SOLD,

TRANSFERRED, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME

WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR AN EXEMPTION

THEREFROM, AND COMPLIANCE WITH THE OTHER RESTRICTIONS ON TRANSFERABILITY

SET FORTH HEREIN.

CERTAIN UNITS MAY ALSO BE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER

SET FORTH HEREIN AND/OR IN A SEPARATE AGREEMENT WITH THE INITIAL HOLDER OF

SUCH UNITS. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER OF

SUCH UNITS UPON WRITTEN REQUEST TO THE COMPANY AND WITHOUT CHARGE.

i

TABLE OF CONTENTS

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1Note to Draft: Bracketed language to be included for officers and non-Olympus affiliated directors.

2Note to Draft: Bracketed language to be included for Olympus affiliated directors.

Exhibit 10.12

FORM OF

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into

as of [       ], 202[       ], between Accelevation Holdings Corp., a Delaware corporation (the

“Company”), and [        ] (the “Indemnitee”). Capitalized terms used but not otherwise defined

herein shall have the meaning set forth in Section 14hereof.

WHEREAS, highly competent persons have become more reluctant to serve corporations

as directors or officers or in other capacities unless they are provided with adequate protection

through insurance or adequate indemnification against inordinate risks of claims and actions

against them arising out of their service to and activities on behalf of the corporation;

WHEREAS, the Amended and Restated Bylaws of the Company (as amended, restated,

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FORM OF EXCHANGE AGREEMENT

This EXCHANGE AGREEMENT (as it may be amended from time to time in accordance with

the terms hereof, this “Agreement”), dated as of              , 2026 and effective as of immediately prior to

the consummation of the IPO (the “Effective Time”), is made by and among Accelevation Holdings

Corp., a Delaware corporation (“Pubco”), Accelevation Holdings LLC, a Delaware limited liability

company (the “Company”), and Accelevation Investment Holdings LLC, a Delaware limited liability

company (the “Member”).

WHEREAS, in connection with the initial public offering (the “IPO”) of shares of Class A

common stock, par value $0.0001 per share, of Pubco (“Class A Common Stock”), Pubco intends to

consummate the transactions described in the Registration Statement on Form S-1, as amended

(Registration No. 333-298715), initially filed by Pubco with the U.S. Securities and Exchange

Commission on September 2, 2026;

WHEREAS, immediately following the IPO, the Member owns the number of Series B Units and

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