Browse EX-10 agreements

UNANIMOUS WRITTEN CONSENT OF THE MEMBERS OF THE BOARD OF DIRECTORS OF NANO MOBILE HEALTHCARE, INC.

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The undersigned, constituting all of members of the Board of Directors (the “Board”) of Nano Mobile Healthcare, Inc., a Delaware Corporation (the “Corporation”), by written consent pursuant to the authority contained in the corporate laws of the State of Nevada and without the formality of convening a meeting, do hereby adopt the following resolutions by unanimous written consent in accordance with Section 78.320 of the Nevada Revised Statute, to be effective as of the 29th day of July 2026.

WHEREAS, the Board believes that it is in the best interests of the Corporation to appoint new directors, a new CEO, and a new Chairman, Secretary, and Treasurer.

WHEREAS, the Board believes that it is in the best interests of the Corporation to elect and appoint the following persons to the listed positions below.

NOW THEREFORE,

BE IT RESOLVED, that the Corporation is hereby authorized to appoint the following persons to the positions listed below:

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SPONSOR SUPPORT AGREEMENT

This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is dated as of August 3, 2026, by and among Wealth Path Holdings Limited, a British Virgin Islands business company (the “Sponsor”), Newbridge Acquisition Limited, a British Virgin Islands business company (which shall de-register from the Register of Companies in the British Virgin Islands by way of continuation out of the British Virgin Islands and into the State of Delaware so as to migrate to and domesticate as a Delaware corporation prior to the Closing) (“Parent”), and Startech Group Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).

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RECITALS

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AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], is made and entered into by and among [Startech Inc.], a Delaware corporation domesticated from the British Virgin Islands (the “Company”) (formerly known as Newbridge Acquisition Limited, a British Virgin Islands business company, prior to its domestication as a Delaware corporation), Wealth Path Holdings Limited, a British Virgin Islands limited liability company (the “Sponsor”), Kingswood Capital Partners, LLC (the “Representative”), and the undersigned parties listed as an Existing Holder on the signature pages hereto (each such party, together with Sponsor, the Representative and any other person deemed an “Existing Holder” who hereafter becomes a party to this Agreement pursuant to Section 5.2 hereof, an “Existing Holder” and collectively, the “Existing Holders”), certain former stockholders of Startech Group Inc., a Delaware corporation (“Target”), set forth on Schedule 1 hereto (

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COMPANY SUPPORT AGREEMENT

This COMPANY SUPPORT AGREEMENT (this “Agreement”) is dated as of August 3, 2026, by and among the Persons set forth on Schedule I hereto (each, a “Company Stockholder” and, collectively, the “Company Stockholders”), Newbridge Acquisition Limited, a British Virgin Islands business company (which shall de-register from the Register of Companies in the British Virgin Islands by way of continuation out of the British Virgin Islands and into the State of Delaware so as to migrate to and domesticate as a Delaware corporation prior to the Closing) (“Parent”), and Startech Group Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).

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RECITALS

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Execution Version

EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is made and entered into by and between Inter-American Management LLC, a Delaware limited liability company (the “Company”), and Matthew F. Whitlock (“Employee”), effective as of August 3, 2026 (the “Effective Date”).

WHEREAS, the Company desires to employ Employee on the terms and conditions, and for the consideration, hereinafter set forth, and Employee desires to be employed by the Company on such terms and conditions and for such consideration.

NOW, THEREFORE, in consideration of the promises and mutual covenants set forth herein and for other good and valuable consideration, the parties hereto agree as follows:

1.            Employment.

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SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

This Second Amendment to Employment Agreement (this “Second Amendment”) is entered into by and between Inter-American Management LLC, a Delaware limited liability company (the “Company”), and Alfonzo Leon (“Employee”), effective as of August 3, 2026 (the “Amendment Effective Date”).

Background

A.           The Company and Employee are parties to that certain Employment Agreement effective as of July 9, 2020, as amended by that certain First Amendment to Employment Agreement dated January 27, 2021 (as amended, the “Agreement”). Capitalized terms used but not defined in this Second Amendment have the meanings given to them in the Agreement.

B.            The Company and Employee wish to provide for a transition period during which Employee will serve in a modified role, on the terms set forth in this Second Amendment.

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Exhibit 10.2

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of July 31, 2026 between Nuwellis, Inc., a Delaware corporation (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 (i) an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”) as to the Shares and (ii) an exemption from the registration requirements of Section 5 of the Securities Act contained in Section 4(a)(2) thereof and/or Regulation D thereunder as to the Warrants and the Warrant Shares, 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.

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Exhibit 10.1

PLACEMENT AGENCY AGREEMENT

July 31, 2026

Ladenburg Thalmann & Co. Inc.

640 Fifth Avenue, 4th Floor

New York, NY 10019

Ladies and Gentlemen:

Introduction.  Subject to the terms and conditions herein (this “Agreement”), Nuwellis, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of $3,400,000 of securities of the Company, including, but not limited to, registered shares (the “Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), and unregistered warrants exercisable for shares of Common Stock (the “Warrants”, together and the shares of Common Stock issuable upon exercise of the Warrants, the “Warrant Shares”) (the Shares, the Warrants and Warrant Shares, collectively, the “Securities”) directly to various investors (each, an “Investor” and, collectively, the “Investors”) through Ladenburg Thalmann & Co. Inc. (the “Placement Agent”) as placement agent.   The documents executed and delivered by the Company and the Investors in connection with the Offering (as defined belo

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Exhibit 10.1

FIRST AMENDMENT TO

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This First Amendment to the Second Amended and Restated Employment Agreement (this “Amendment”) is hereby entered into by and between STAGWELL INC., a Delaware corporation (the “Company”) and MARK PENN (the “Executive”). This Amendment amends the Second the Second Amended and Restated Employment Agreement by and Between the Company and Executive dated as of March 11, 2022 (the “Agreement”). The Commencement Date of this Amendment shall be the date hereof July 28, 2026 (“Commencement Date”). Unless otherwise defined herein, capitalized terms used herein shall the meanings given in the Agreement.

In consideration of the mutual covenants and agreements set forth in this Amendment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Company and Executive agree as follows:

Amendments

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STAGWELL INC.
STOCK APPRECIATION RIGHTS AGREEMENT

**STOCK APPRECIATION RIGHTS AGREEMENT **(the “Agreement”) by and between Stagwell Inc. (the “Company”) and Mark Penn (the “Participant”), dated as of August 1, 2026 (the “Date of Grant”).

	1.	Definitions. Capitalized terms which are not defined herein shall have the meaning set forth in the Company’s Third Amended and Restated 2016 Stock Incentive Plan (as amended, the “Plan”).

	2.	Award Terms.

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is entered into and effective as of July 31, 2026 (the “Execution Date”), by and between Alzamend Neuro, Inc., a Delaware corporation (the “Company”) and Ault Lending, LLC, a California limited liability company (including its designees, successors and assigns, the “Purchaser”).

RECITALS

WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue to Purchaser, and Purchaser shall purchase from the Company, from time to time as provided herein, up to 25,000 shares of Series D Convertible Preferred Stock (the “Preferred Shares”) at a purchase price equal to $1,000 per share (the “Purchase Price”) of Series D Preferred Stock ($25,000,000 in the aggregate), with each such Preferred Share having a stated value of $1,050 ($26,250,000 in the aggregate).

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REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 31, 2026 (the “Execution Date”), between Alzamend Neuro, Inc., a Delaware corporation (the “Company”) and Ault Lending, LLC, a California limited liability company (the “Purchaser”).

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and the Purchaser (the “Purchase Agreement”).

The Company and the Purchaser hereby agree as follows:

**1.           **Definitions. Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given 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 4(d).

“Commission” means the Securities and Exchange Commission.

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