Browse EX-10 agreements

INTERCOMPANY TRADEMARK LICENSE AGREEMENT

This Intercompany Trademark License Agreement (this “Agreement”), dated as of January 1, 2025 (the “Effective Date”), is by and between PrimeGen Biotech LLC, a Delaware limited liability company (“Licensor”) and PrimeGen US, Inc., a Delaware corporation (“Licensee”) (collectively, the “Parties,” or each, individually, a “Party”).

WHEREAS, Licensor and Licensee are affiliated companies and Licensee is engaged in the business of research, manufacturing, and distribution of stem cells (the “Business”);

WHEREAS, Licensor owns the standard and special character marks “PrimeGen” (the “Licensed Marks”) under common law or otherwise; and

WHEREAS, Licensee wishes to use the Licensed Marks, and Licensor is willing to grant to Licensee a license to use the Licensed Marks, to facilitate Licensee’s conduct of the Business.

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FULFILLMENT CENTER SERVICE AGREEMENT

THIS FULFILLMENT CENTER SERVICE AGREEMENT (the “Agreement”) is made and entered into as of January 28, 2026 (the “Effective Date”), by and between:

PRIMEGEN US INC, a corporation organized and existing under the laws of DELAWARE, with its principal place of business at 2917 S. Daimler Street, Santa Ana, CA 92705 (“Client”), AND J R RAPID PRINT INC, a corporation organized and existing under the laws of CALIFORNIA, with its principal place of business at 909A S. Cucamonga Ave., Suite A-104, Ontario, CA 91761 (or such other address as notified to Client from time to time) (“Provider”).

1. SCOPE OF SERVICES

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MARKETING SUPPORT SERVICE AGREEMENT

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THIS MARKETING SUPPORT SERVICE AGREEMENT (the “Agreement”) is made and entered into as of January 28, 2026 (the “Effective Date”), by and between:

PRIMEGEN US INC., a corporation organized and existing under the laws of DELAWARE, with its principal place of business at 2917 S. Daimler Street, Santa Ana, CA 92705 (“Client”), AND POLITE SOCIETY ENTERPRISES INC, a corporation organized and existing under the laws of CALIFORNIA, with its principal place of business at 909A S. Cucamonga Ave., Suite A-104, Ontario, CA 91761 (or such other address as notified to Client from time to time) (“Consultant”).

1. SCOPE OF SERVICES

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AMENDMENT NO. 1 TO INTERCOMPANY TRADEMARK LICENSE AGREEMENT

This Amendment No. 1 (this “Amendment”), dated as of December 31, 2025, is by and between PrimeGen Biotech LLC (“Licensor”) and PrimeGen US, Inc. (“Licensee”).

WHEREAS, the Parties entered into that certain Intercompany Trademark License Agreement dated as of January 1, 2025 (the “Agreement”); and

WHEREAS, the Parties desire to extend the Term of the Agreement.

NOW, THEREFORE, the Parties agree as follows:

1. Term Extension. Section 7.1 of the Agreement is hereby amended to extend the Term through December 31, 2026.

2. Payment. Within six (6) months of the date of this Amendment, Licensee shall pay to Licensor a one-time flat fee royalty of One Hundred Dollars ($100) for the extended Term.

3. Effect. Except as expressly modified herein, all terms and conditions of the Agreement remain in full force and effect.

4. Governing Law. This Amendment is governed by the laws of the State of Delaware.

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.

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E**xhibit 10.15**

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Subordination and non-disturbance Agreement

This Subordination and Non-Disturbance Agreement (this “Agreement”), dated as of July 14, 2025 (the “Effective Date”), is by and among PrimeGen US, Inc., a Delaware corporation, having its principal place of business at 2917 S. Daimler Street, Santa Ana, CA 92705 (“Licensee”), PrimeGen Biotech LLC, a Delaware limited liability company, having its principal place of business at 2917 S. Daimler Street, Santa Ana, CA 92705 (“Licensor”), and Stem Med Scientific Inc, a California corporation, having its principal place of business at 909 S. Cucamonga Ave., Suite A104, Ontario, CA 91761 (“Lender”).

RECITALS

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Page 1 HOLDER NOTICE AND CONFIRMATION OF EXTENSION OF MATURITY DATE Date: September 9, 2026 To: Attention: From: Re: Nauticus Robotics, Inc. John W. Gibson, Jr., President and Chief Executive Officer; Michael A. Ferrier, General Counsel All Existing Original Issue Discount Senior Secured Convertible Debentures Due September 9, 2026 under the November 4, 2024 Second Amendment and Exchange Agreement Reference is made to all existing Original Issue Discount Senior Secured Convertible Debentures issued by Nauticus Robotics, Inc. (the “Company”) under that certain Second Amendment and Exchange Agreement dated as of November 4, 2024 that (i) are registered in the name of the undersigned Holder, or with respect to which the undersigned has authority to exercise the extension right; (ii) remain outstanding as of the date of this notice; (iii) mature on September 9, 2026; and (iv) have an aggregate outstanding principal amount of $3,985,000 as of the date of this notice (each, a “Debenture” and collectively, the “Debentures”). Capitalized terms not defined in this notice have the meanings ass

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MEXCO ENERGY CORPORATION AMENDED AND RESTATED
2019 EMPLOYEE INCENTIVE STOCK PLAN

AWARD AGREEMENT

This award agreement (“Award Agreement” or “Agreement”) executed between MEXCO ENERGY CORPORATION (the “Company”), and _________________________(the “Participant”), an employee, director or consultant of the Company or its Subsidiary, regarding a right (the “Option”) awarded to the Participant on ______________________(the “Grant Date”) to purchase from the Company up to but not exceeding in the aggregate ____________shares of Common Stock (as defined in the Mexco Energy Corporation Amended and Restated 2019 Employee Incentive Stock Plan (the “Plan”) at $_____.___ per share (the “Grant Price”), such number of shares and such price per share being subject to adjustment as provided in the Plan, and further subject to the terms and conditions set forth herein.

1. Relationship to Plan.

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MEXCO ENERGY CORPORATION AMENDED AND RESTATED
2019 EMPLOYEE INCENTIVE STOCK PLAN

AWARD AGREEMENT

This award agreement (“Award Agreement” or “Agreement”) executed between MEXCO ENERGY CORPORATION (the “Company”), and _____________________ (the “Participant”), an employee, director or consultant of the Company or its Subsidiary, regarding a right (the “Option”) awarded to the Participant on ____________________ (the “Grant Date”) to purchase from the Company up to but not exceeding in the aggregate ______ shares of Common Stock (as defined in the Mexco Energy Corporation Amended and Restated 2019 Employee Incentive Stock Plan (the “Plan”) at $_____.___ per share (the “Grant Price”), such number of shares and such price per share being subject to adjustment as provided in the Plan, and further subject to the terms and conditions set forth herein.

1. Relationship to Plan.

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EXCLUSIVE DISTRIBUTION AND RESELLER AGREEMENT

CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN EXCLUDED FROM THIS DOCUMENT BECAUSE IT IS BOTH (A) NOT MATERIAL AND (B) THE TYPE OF INFORMATION THAT THE COMPANY CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL.

EXCLUSIVE DISTRIBUTION AND RESELLER AGREEMENT

(Ophthalmology Genomic Testing Program)

This EXCLUSIVE DISTRIBUTION AND RESELLER AGREEMENT (this “Agreement”) is entered into as of September 3, 2026 (the “Effective Date”), by and between:

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COMPANY SUPPORT AGREEMENT

This COMPANY SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of September 10, 2026, by and among ARC Group Acquisition I Corp., a British Virgin Islands business company (“Purchaser”), Firstborn Top Capital Sdn. Bhd., a Malaysian private limited company (the “Company”), and the officers, directors and shareholders of the Company listed on Schedule A hereto (the “Company Shareholders”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Share Purchase Agreement (as defined below).

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RECITALS

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Firstborn Top Capital

2026 OMNIBUS equity incentive PLAN

SECTION 1.

ESTABLISHMENT, OBJECTIVES AND DURATION

1.1. ESTABLISHMENT. Subject to the approval of the shareholders of ARC Group Acquisition I Corp. (the “Company”), the Company has established the BlueCrest Investment, Inc. 2026 Omnibus Equity Incentive Plan (the “Plan”), as set forth herein, conditioned upon and effective as of the closing of the transactions contemplated by the Share Purchase Agreement (“Effective Date”). Following the Effective Date, references to the Company shall be construed as references to BlueCrest Investment, Inc., a British Virgin Islands business company, and the Plan shall be administered subject to the Company’s memorandum and articles of association and the BVI Business Companies Act, as amended from time to time.

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Exhibit 10.8

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Executive Employment Agreement

This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made as of [_________] (the “Effective Date”), by and between Firstborn Top Capital Sdn Bhd. (together with its successors and assigns, the “Company”), and [____________] (“Executive”). As the context of this Agreement so requires, Executive and the Company are sometimes individually referred to herein as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, the Company desires to employ Executive, and Executive desires to be employed by the Company, as the Company’s [●].

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants and conditions herein, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereby agree as follows:

AGREEMENT

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