Browse EX-10 agreements

ORDER FORM

Anchorage Contact

Client Contact

 

 

Name: Ryan Porter

Name: Joel Block

 

 

Email: ryan.porter@anchorlabs.com

Email: joel@ionicdigital.io

 

This MASTER CUSTODY SERVICE AGREEMENT (“Agreement”) is made and entered into as of the Effective Date provided herein, by and between Anchorage Digital Bank N.A. (“Anchorage”), and each Client as provided herein (each a “Client”) (collectively, Anchorage and Client, each a “Party” and collectively, the “Parties”).

 

The Agreement consists of the terms in this Order Form and the Standard Terms and Conditions attached hereto.

 

1.  Effective Date:

 1/26/2024 | 6:00 PM PST

2.  Initial Term:

One (1) year

3.  Renewal Term:

One (1) year

4. Client(s). Each “Client” listed herein is subject to the Agreement as if this Agreement were between such individual Client and Anchorage, except specifically the Fees will be calculated on an aggregated basis, including the sum of all Clients’ Assets Under Custody.

 

Ionic Digital Treasury Inc., a Delaware corporation

 

FEES

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SECOND AMENDED AND RESTATED PROFESSIONAL SERVICES AGREEMENT AND CONFIDENTIALITY AGREEMENT

 

This Second Amended and Restated Professional Services Agreement is made on November 24, 2024 (the “Effective Date”) between Ionic Digital, Inc. (“Client”), and Laura Schnaidt (“Consultant”). Client and Consultant are sometimes collectively referred to herein as the “Parties” and individually as a “Party.”

 

WHEREAS, the Parties entered into a Professional Services Agreement on October 26, 2024 (the “Original Agreement”) and amended and restated the Original Agreement on November 1, 2024 (the “Amended and Restated Agreement”) in order to change Consultant’s scope of services and title from legal consultant to General Counsel;

 

WHEREAS, the Parties wish to amend and restate the Amended and Restated Agreement in its entirety in order to reflect the increased level of responsibilities and scope of services that Consultant is undertaking by increasing Consultant’s Fees;

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CONFIDENTIAL

 

CUSTODIAL SERVICES AGREEMENT

 

Ionic Digital Treasury Inc. &

 

Fidelity Digital Asset Services, LLC

 

 

 

 

 

 

 

 

 

 

 

THIS CUSTODIAL SERVICES AGREEMENT (this “Agreement”) is made on June 18, 2024, (the “Effective Date”), by and between Ionic Digital Treasury Inc. (the “Client”), and Fidelity Digital Asset Services, LLC (the “Custodian”, and collectively with the Client, the “Parties,” and each individually, a “Party”).

 

DEFINITIONS AND INTERPRETATION

 

A.

Definitions. For purposes of this Agreement and any exhibit or schedule hereto, the following terms shall have the meanings ascribed to them below:

 

“Account Tax Documentation” has the meaning set forth in Section 7.B.

 

“Affiliated Agent” has the meaning set forth in Section 12.C.iii.

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IONIC DIGITAL INC.

 

OMNIBUS INCENTIVE PLAN

 

Article I. PURPOSE

 

The purpose of this Ionic Digital Inc. Omnibus Incentive Plan (this “Plan”) is to promote the success of the Company’s business for the benefit of its stockholders by enabling the Company to offer Eligible Individuals cash and stock-based incentives in order to attract, retain, and reward such individuals and strengthen the mutuality of interests between such individuals and the Company’s stockholders. This Plan is effective as of the date set forth in Article XIV.

 

Article II. DEFINITIONS

 

For purposes of this Plan, the following terms shall have the following meanings:

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AMENDED AND RESTATED

 

MANAGEMENT SERVICES AGREEMENT

 

By and between

 

U.S. Data Management Group, LLC, as Manager

 

And

 

Ionic Digital Inc.

 

This Amended and Restated Management Services Agreement (this “Agreement”), is made and entered as of June 19, 2024 (the “Execution Date”), by and between (i) U.S. Data Management Group, LLC, a Delaware limited liability company (“Manager”), and (ii) Ionic Digital Inc., a Delaware corporation (the “Company”). Any capitalized term used but not otherwise defined herein shall have the meaning set forth in the Plan (as defined below).

WHEREAS, on July 13, 2022 and December 7, 2022, as applicable, Celsius Network LLC, a Delaware limited liability company and certain of its debtor affiliates (collectively, the “Debtors”) commenced voluntary cases under chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101-1532, as amended in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”);

…

CLIENT SERVICE AGREEMENT

 

THIS CLIENT SERVICE AGREEMENT (this “Agreement”) is made effective as of the 2nd of September, 2025, by and between ZRG INTERIM SOLUTIONS, a division of ZRG PARTNERS, LLC, a Delaware corporation with its principal address at 365 West Passaic Street, Suite 465, Rochelle Park, New Jersey 07662 (“ZRG”), and Ionic Digital with its principal address in ADDRESS (“CLIENT”).

 

WHEREAS, ZRG is in the business of locating for clients, according to their specifications, experienced personnel to provide services to such clients on an interim or project basis (hereinafter used in the plural to refer to one or more of such personnel and defined as “Personnel”);

 

WHEREAS, from time to time, CLIENT desires to engage ZRG to locate such Personnel and to utilize the services of such Personnel through ZRG; and

 

WHEREAS ZRG and CLIENT wish to enter into an agreement setting forth the terms and conditions pursuant to which ZRG will locate and provide such Personnel to provide services to CLIENT.

…

Execution Version

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SECOND AMENDED AND RESTATED

ASSET REPRESENTATIONS REVIEW AGREEMENT

among

VERIZON MASTER TRUST, as Trust

CELLCO PARTNERSHIP d/b/a VERIZON WIRELESS, as Servicer

and

PENTALPHA SURVEILLANCE LLC, as Asset Representations Reviewer

Dated as of April 23, 2024

 

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TABLE OF CONTENTS

Page

 

ARTICLE I

USAGE AND DEFINITIONS

1

 

 

 

Section 1.1

Usage and Definitions

1

Section 1.2

Additional Definitions

1

Section 1.3

Review Materials and Test Definitions

2

 

 

 

ARTICLE II

ENGAGEMENT OF ASSET REPRESENTATIONS REVIEWER

3

 

 

 

Section 2.1

Engagement; Acceptance

3

Section 2.2

Confirmation of Status

3

 

 

 

ARTICLE III

ASSET REPRESENTATIONS REVIEW PROCESS

3

 

 

 

Section 3.1

Review Notices and Schedule of Tests

3

Section 3.2

Identification of Group Review Receivables

3

Section 3.3

Review Materials

4

Section 3.4

Performance of Reviews

4

Section 3.5

Review Reports

5

Section 3.6

Review Representatives

5

Section 3.7

Dispute Resolution

6

Section 3.8

Limitations on Review Obligations

6

…

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FORM OF

SERIES 2026-2 ACCOUNT CONTROL AGREEMENT

 

among

 

VERIZON MASTER TRUST, as Grantor

 

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Secured Party

 

and

 

U.S. BANK NATIONAL ASSOCIATION, as Financial Institution

 

Dated as of June 30, 2026

 

 

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TABLE OF CONTENTS

Page

 

ARTICLE I USAGE AND DEFINITIONS

1

Section 1.1

Usage and Definitions

1

 

 

 

ARTICLE II ESTABLISHMENT OF COLLATERAL ACCOUNTS

1

Section 2.1

Description of Accounts

1

Section 2.2

Account Changes

2

Section 2.3

Account Types

2

Section 2.4

Securities Accounts

2

Section 2.5

“Financial Assets” Election

3

 

 

 

ARTICLE III SECURED PARTY CONTROL

3

Section 3.1

Control of Collateral Accounts

3

Section 3.2

Investment Instructions

3

Section 3.3

Conflicting Orders or Instructions

3

 

 

 

ARTICLE IV SUBORDINATION OF LIEN; WAIVER OF SET-OFF

4

Section 4.1

Subordination of Lien; Waiver of Set-Off

4

 

 

 

ARTICLE V REPRESENTATIONS, WARRANTIES AND COVENANTS

4

Section 5.1

Financial Institution’s Representations and Warranties

4

…

One Hamden Center

2319 Whitney Avenue, Suite 3B

Hamden, CT 06518

Tel 203 859 6800

Fax 203 949 9048

 

June 25, 2026

 

Troy Ingianni, CPA

 

Dear Troy,

 

We are pleased to confirm our offer of employment for the position of Chief Financial Officer, based in our Hamden, Connecticut office. In this challenging role, reporting directly to John Dillon, Chief Executive Officer, you will serve as a key member of the executive leadership team and be responsible for the Company’s cash management, financial planning and analysis, risk management, and overall financial strategy. You will optimize cash flow, ensure regulatory compliance, and provide strategic financial leadership and actionable insights to support the Company’s continued growth and scalability.

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Exhibit 10.15

Form of

OPCO LLC INTERESTS REDEMPTION AGREEMENT

THIS OPCO LLC INTERESTS REDEMPTION AGREEMENT (this “Agreement”) is entered into as of June 29, 2026 by and among Forgent Power Solutions, Inc., a Delaware corporation (the “Company”), Forgent Power Solutions LLC (“Opco”) and certain persons listed on Schedule I hereto (each such securityholder a “Seller” and collectively, the “Sellers”).

BACKGROUND

A.

The Board of Directors of the Company (the “Board”) has determined to undertake an underwritten public offering (the “Public Offering”) of shares of Class A Common Stock of the Company, $0.00001 par value per share (the “Class A Common Stock”).

B.

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THIRD AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT

THIS THIRD AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”), is made as of June 29, 2026 by and between Tenax Therapeutics, Inc., a Delaware corporation, with its principal place of business in North Carolina (the “Company”), and Stuart Rich, MD (the “Executive”). The Company and Executive are sometimes referred to herein each as a “Party” and collectively as the “Parties.”

W I T N E S S E T H:

WHEREAS, the Company and the Executive previously entered into that certain Executive Employment Agreement dated on or about January 15, 2021, as amended on June 12, 2024 and January 6, 2026, whereby the Company employed the Executive as its Chief Medical Officer (the “Employment Agreement”);

WHEREAS, the Company and the Executive wish to amend the Employment Agreement pursuant to this Amendment; and

WHEREAS, the Parties expressly intend that this Amendment shall be a writing intended to be an amendment, modification and/or supplement to the Employment Agreement.

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FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT

THIS FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”), is made as of June 29, 2026 by and between Tenax Therapeutics, Inc., a Delaware corporation, with its principal place of business in North Carolina (the “Company”), and Thomas R. Staab, II (the “Executive”). The Company and Executive are sometimes referred to herein each as a “Party” and collectively as the “Parties.”

W I T N E S S E T H:

WHEREAS, the Company and the Executive previously entered into that certain Executive Employment Agreement dated on or about April 9, 2026, whereby the Company employed the Executive as its Chief Financial Officer (the “Employment Agreement”);

WHEREAS, the Company and the Executive wish to amend the Employment Agreement pursuant to this Amendment; and

WHEREAS, the Parties expressly intend that this Amendment shall be a writing intended to be an amendment, modification and/or supplement to the Employment Agreement.

…