Browse EX-10 agreements

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.

 

COMMON STOCK PURCHASE WARRANT

 

MILL CITY VENTURES III, LTD.

 

Warrant Shares: 207,565.00

Issue Date: July 31, 2025

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SHARE PURCHASE AGREEMENT

 

This Share Purchase Agreement (this “Agreement”) is entered into as of the 29 day of October, 2025 (the “Effective Date”) by and between:

 

SYNC CAPITAL LIMITED, a company incorporated in the UK, with registered company number 10519029, with its principal offices at Unit 1 74 Back Church Lane, London, England, E1 1LX (“SYNC”); and Mr. Gope Shyamdas Kundnani, a holder of an Indian passport number T2440944, and whose registered address is 301, Golden SA,AL Mankhool, Al Mankhool, Dubai, United Arab Emirates (“Mr. Kundnani”) (SYNC and Mr. Kundnani collectively hereinafter the “Seller”);

 

and

 

FDCTech Inc., a company incorporated in the USA, with registered company number 81-1265459, with its principal offices at 200 Spectrum Drive, Suite 300, Irvine, 92618, California, USA (the “Buyer”).

 

The Seller and the Buyer are collectively referred to as the “Parties” and individually as a “Party”.

 

RECITALS

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Document

Personal & Confidential

June 5, 2020

HR Shashikant

Novelis Corporate

Dear Shashi:

I am pleased to confirm your local offer for the role of Senior Vice President and CHRO, Novelis Inc., based in Atlanta, GA, reporting to Dr. Santrupt Misra with a dotted line to me. The initial terms and conditions applicable to your appointment to this position are as follows:

1.Starting Date

The effective date will be July 1, 2020.

2.Salary

You will continue to be administered at an exempt job band B with an annual base salary of $500,000/year payable bi-weekly. Your next salary review will be in July 2021.

3.Annual Incentive Plan (AIP)

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Document

To:    Cariappa Chenanda

Re:    Notice of Qualified Termination, Separation and Release Agreement Date: September 8, 2025

This is Notice of Qualified Termination, Separation and Release Agreement (" Agreement") is entered into by and between you ("Employee"), on the one hand, and on the other hand, Novelis Inc. and Novelis Corporation (collectively, "Novelis")(Employee and Novelis may be referred to collectively as the "Parties"). This Agreement provides the terms of separation of and transition from your employment with Novelis. Accordingly, in consideration of the mutual promises set forth in this Agreement, the adequacy and sufficiency of which the Parties acknowledge, Novelis and Employee agree as follows:

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Document

CONTRACT OF EMPLOYMENT

The following contract of employment in the meaning of Art. 319 ff. OR (Swiss Code of Obligations) is concluded between

Novelis AG (hereinafter called the Employer)

and

Michael A. Wälchli, born on [Date of Birth], [Address], citizen of Switzerland (hereinafter called the Employee)

1.The Employer employs the Employee as VP Special Projects. Place of work is Küsnacht, Switzerland.

2.The annual gross salary of the normal specified working time is CHF 325'000. payable in 12 instalments. Deductions from the gross salary (social security contributions, company pension plan contributions, others) are made in accordance with the prevailing regulations. Further details are specified in the Employee Handbook.

Furthermore, the Employee is entitled to participate in the Employer's bonus program. Awards are subject to scheme rules which may be altered from time to time.

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Document

June 12, 2026

Devinder Ahuja

Novelis Inc.

Dear Devinder,

In recognition of your leadership and the critical contributions you have made and will continue to make to the long-term success of Novelis Inc. (“Novelis” or the “Company”) and to incentivize your continued employment at the Company, the Company is pleased to offer you a cash incentive award in addition to your existing compensation. This award reflects the strategic importance of your role and our commitment to ensuring continuity and stability across key executive leadership positions.

You are eligible to receive, subject to the terms of this letter agreement, three cash payments in the total amount of $1,429,000, less all applicable withholdings and deductions required by law, as follows:

First Payment in January 2027:

$471,570

Second Payment in January 2028:

$471,570

Third Payment in January 2029:

$485,860

…

Document

15 January 2026

Michael Waelchli

PERSONAL & CONFIDENTIAL - Long Term Assignment Letter

Dear Michael,

Congratulations on your International Assignment offer to Novelis Korea Limited. This letter details the terms and conditions applicable to your assignment at Novelis Korea Limited in Seoul, South Korea. Your targeted start date is subject to your receipt of a valid work permit and our receipt from you of a signed copy of this letter. You will be considered a "seconded" employee from Novelis AG in Switzerland.

The objective of an international assignment is to create an adaptable, comprehensive program that provides flexibility to move people globally at the right time, to the right location for the business and to the right role for development of talent. As such, Novelis reserves the right to extend and/or end the assignment before or prior to the anticipated end-of-assignment date.

This letter does not create a contract of employment, but simply seeks to confirm the conditions which pertain to your international assignment.

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Document

Pension plan

Valid as of 01.01.2026

Foundation    GEMINI Collective Foundation

Employee benefits unit    ZK Novelis

Group of persons, Plan no.    Zusatzkasse, 2452

Provisions deviating from or supplementing the Framework Regulations Regulations

GEMINI Collective Foundation manages all affiliated employers in separate pension funds. The legal relationship between the insured / affiliated employees and GEMINI Collective Foundation is governed by the Regulations.

The Regulations consist of two parts:

-Framework Regulations: Available for download at www.gemini.ch

-Pension plan: Governs the paragraphs for which the pension fund has drawn up provisions deviating from or supplementing the Framework Regulations. The numbering relates to the paragraphs in the Framework Regu-lations

The original German text is authoritative for the interpretation of the Framework Regulations and the pension plan.

Approval

The pension fund committee has approved the present pension plan which shall replace all previous pension plans.

Fundamentals and values

All figures in CHF

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Document

June 12, 2026

Emilio Braghi

Novelis Inc.

Dear Emilio,

In recognition of your leadership and the critical contributions you have made and will continue to make to the long-term success of Novelis Inc. (“Novelis” or the “Company”) and to incentivize your continued employment at the Company, the Company is pleased to offer you a cash incentive award in addition to your existing compensation. This award reflects the strategic importance of your role and our commitment to ensuring continuity and stability across key executive leadership positions.

You are eligible to receive, subject to the terms of this letter agreement, three cash payments in the total amount of CHF 912,000, less all applicable withholdings and deductions required by law, as follows:

First Payment in January 2027:

CHF 300,960

Second Payment in January 2028:

CHF 300,960

Third Payment in January 2029:

CHF 310,080

…

SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of September 26, 2025, by and between JFB Construction Holdings, a Nevada 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 an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), 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.

 

RECITALS

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CONFIDENTIAL

---

OFFERING SUBSCRIPTION PACKAGE

for

CM OB Hotel Owner, LLC

A Delaware Limited Liability Company

Effective Date: April 24, 2025

 

 

 

 

Confidential Private Placement Memorandum

for

CM OB Hotel Owner, LLC

Summary

Offering:

 

Up to $5,000,000 in Class A Limited Liability Company Interests1

Price Per Interest: $1,000

 

 

 

Minimum Purchase

 

Commissions2

 

 

Proceeds to the Company3

 

Class A

 

100 Units

 

 

N/A

 

 

$

100,000

 

Offering Period:

Until successfully closed, terminated, or 12 months, subject to extension by the Manager (defined below).

 

Sale Exemption:

Private placement conducted pursuant to the

Securities Act of 1933, Sec. 4(a)(2); Regulation D Safe Harbor, R. 506(c)

 

 

This private placement memorandum (this “Memorandum”) is being furnished by the Manager solely for use by prospective investors on an invite-only basis in evaluating the Company and this Offering (defined below) of Interests.

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EXECUTIVE EMPLOYMENT AGREEMENT

 

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and is effective as of January 1, 2026 (“Effective Date”), and entered into by and between JFB Construction Holdings, a Nevada corporation (the “Company”), and Bill Dyer, an individual (the “Executive”), each a “Party,” or, collectively, the “Parties.”

 

WHEREAS, the Company wishes to employ Executive on the terms set forth in this Agreement; and

 

WHEREAS, Executive wishes to become employed on the terms set forth herein;

 

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

 

1. Employment Term.

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