Browse EX-10 agreements

DIVIDEND REINVESTMENT PLAN
OF

MACQUARIE INFRASTRUCTURE INCOME OPPORTUNITIES FUND

Macquarie Infrastructure Income Opportunities Fund, a Delaware statutory trust (the "Company"), hereby adopts the following Dividend Reinvestment Plan (the "Plan") with respect to distributions declared by its Board of Trustees of the Company (the "Board") or its designee on its common shares of beneficial interest (the "Shares"):

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Execution Version

INVESTMENT ADVISORY AGREEMENT

This Investment Advisory Agreement (this “Agreement”) made effective as of December 16, 2025, by and between MACQUARIE INFRASTRUCTURE INCOME OPPORTUNITIES FUND, a Delaware statutory trust (the “Company”), and MACQUARIE WEALTH ADVISERS, LLC, a Delaware limited liability company (the “Adviser”).

WHEREAS, the Company is a closed-end, non-diversified management investment company that intends to elect to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, prior to electing to be regulated as a BDC (the “BDC Election”), the Company will operate as a private fund in reliance on an exemption from the definition of “investment company” under Section 3(c)(7) of the 1940 Act;

WHEREAS, the Adviser is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”); and

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Execution Version

Intermediary Manager Agreement

January 20, 2026

Macquarie Capital (USA) Inc.

660 5th Avenue

New York, New York 10103

This Intermediary Manager Agreement (this "Agreement") confirms the understanding and agreement of the parties with respect to the engagement of Macquarie Capital (USA) Inc. (the "Intermediary Manager") to serve as intermediary manager in connection with the private placement of shares of beneficial interest (the "Shares") of Macquarie Infrastructure Income Opportunities Fund, a Delaware statutory trust (the "Company") as set forth in the Confidential Private Placement Memorandum of the Company dated December 19, 2025 (as the same may be amended, restated and/or supplemented from time to time, the "Memorandum"). Terms not otherwise defined below shall have the meanings assigned to such terms in the Memorandum. Macquarie Wealth Advisers, LLC, a Delaware limited liability company, will act as investment adviser (the "Adviser") to the Company. The Intermediary Manager and the Adviser are affiliated companies.

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EXECUTION VERSION

EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENT

This Expense Support and Conditional Reimbursement Agreement (the “Agreement”) is made this 17th day of February, 2026, by and between MACQUARIE INFRASTRUCTURE INCOME OPPORTUNITIES FUND, a Delaware statutory trust (the “Company”), and MACQUARIE WEALTH ADVISERS, LLC, a Delaware limited liability company (the “Adviser”).

WHEREAS, the Company is a non-diversified, closed-end management investment company that intends to elect to be regulated as a business development company (such election, the “BDC Election”) under the Investment Company Act of 1940, as amended (the “Investment Company Act”);

WHEREAS, the Company has retained the Adviser to furnish investment advisory services to the Company on the terms and conditions set forth in the investment advisory agreement, dated December 16, 2025, entered between the Company and the Adviser, as may be amended or restated (the “Investment Advisory Agreement”); and

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INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this 17th day of July, by and between Macquarie Infrastructure Income Opportunities Fund, a Delaware statutory trust (the “Fund”), and the undersigned (“Indemnitee”).

WHEREAS, at the request of the Fund, Indemnitee currently serves as a trustee of the Fund and may, therefore, be subjected to claims, suits or proceedings arising as a result of Indemnitee’s service; and

WHEREAS, as an inducement to Indemnitee to continue to serve as such trustee, the Fund has agreed to indemnify and to advance expenses and costs incurred by Indemnitee in connection with any such claims, suits or proceedings, to the fullest extent permitted by law, except as otherwise expressly provided for herein; and

WHEREAS, the parties by this Agreement desire to set forth their agreement regarding indemnification and advance of expenses;

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XERO SHOES

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SECOND AMENDED AND RESTATED
LONG-TERM INCENTIVE PLAN

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November 19, 2022

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XERO SHOES

**SECOND AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN **

ARTICLE I ESTABLISHMENT; OVERVIEW

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1.1.            Establishment of Plan; Restatement. Feel the World, Inc., d/b/a Xero Shoes (the “Company”) has previously adopted this amended Xero Shoes Long-Term Incentive Plan (the “Plan”), the purpose of which is to attract and retain highly-qualified employees and other service providers who will contribute to the Company’s long-term success, provide incentives that align the interests of employees and other service providers with those of the Company’s shareholders and promote the success of the Company’s long-term business objectives. The Plan is hereby amended and restated as of November 19, 2022.

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November 25, 2024

Sue Rechner

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Dear Sue,

On behalf of Feel The World Inc., dba Xero Shoes (the “Company”), I am delighted to confirm our employment offer to you as follows:

RESPONSIBILITIES

This offer is for employment with the Company as the interim CEO, reporting to the Board of Directors. As a Company employee, you will: (i) devote your reasonable best efforts, and all of your skill and ability, to promote the interests of the Company and its clients; (ii) carry out your duties in a diligent, competent, faithful and professional manner; (iii) work with other employees of the Company and clients competently and professionally; (iv) comply with all of the Company’s policies, as in effect from time to time; and (v) generally promote the interests of the Company. You will primarily work remotely.

COMPENSATION

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Indemnification Agreement

THIS INDEMNIFICATION AGREEMENT (the “Agreement”), effective as of ______________, is made by and between Feel the World, Inc., a Delaware corporation (the “Company”), and __________________ (“Indemnitee”).

WITNESSETH THAT:

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

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Mei Mi Chau Lam Flat 3A, Blk E, Wylie Court, 21 Wylie Path, Ho Man Tin, Kowloon, Hong Kong

January 1, 2026

Dance Emotion Limited

Room 3030, 3F, Lai Cheong Industrial Building

479 Castle Peak Road, Lai Chi Kok

Kowloon, Hong Kong

Dear Sirs:

Re: Consulting Services

We are hereby submitting a proposal for providing consulting services to Dance Emotion Limited starting from April 1, 2026. The services provided include the following:

	·	Overseeing the operations of the company;
	·	Liaison with suppliers and customers; and
	·	Business development and marketing.

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Please be advised that certain identified information has been excluded in this Exhibit because it is the type of information that the registrant treats as private or confidential and is (i) not material and (ii) would be competitively harmful if publicly disclosed. Information that has been redacted/omitted is symbolized by “[***]”.

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FOURTH AMENDMENT TO

DISTRIBUTION AND SERVICES AGREEMENT

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This Fourth Amendment to Distribution and Services Agreement (this “Fourth Amendment”) is made by and between BioStem Technologies, Inc., a Delaware corporation (“Company”) and Venture Medical, LLC, a Montana limited liability company (“Distributor”), and is effective as of July 17, 2025 (the “Amendment Effective Date”).

WHEREAS, the Parties entered into a Distribution and Services Agreement effective September 8, 2023 (the “Original Agreement”); and

WHEREAS, the Parties agreed to amend the Original Agreement on March 1, 2024 (the “First Amendment”) to change certain provisions; and

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Please be advised that certain identified information has been excluded in this Exhibit because it is the type of information that the registrant treats as private or confidential and is (i) not material and (ii) would be competitively harmful if publicly disclosed. Information that has been redacted/omitted is symbolized by “[***]”.

Supply Agreement

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This Supply Agreement (the “Agreement”) is made effective on the Effective Date by and between BioStem Technologies, Inc., a Florida corporation (“BioStem”) and Supplier (as listed on this Cover Page). Capitalized terms used but not otherwise defined herein have the meanings set forth in this Cover Page, Section 17 of Exhibit A and the other Exhibits. Each party may be referred to herein individually as a “Party” and collectively as the “Parties.”

The following exhibits are attached hereto:

	☒	Exhibit A: Terms and Conditions

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**Exhibit 10.3 **

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EXECUTIVE EMPLOYMENT AGREEMENT

This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of March 30, 2026, (the “Effective Date”), by and between BioStem Technologies, Inc., a Florida corporation (the “Company”), and Jason Matuszewski (“Executive”).

W I T N E S S E T H :

WHEREAS, ****the Company and the Executive previously entered into an Executive Employment Agreement, dated July 22, 2022, and amended on October 24, 2022 (as amended, the “Original Employment Agreement”).

WHEREAS, the parties now wish to amend and restate the Original Employment Agreement in its entirety on the terms provided herein, effective as of the Effective Date.

NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are mutually acknowledged, the Company and Executive hereby agree as follows:

Section 1. Definitions.

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