Browse EX-10 agreements

Payment Agreement

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This agreement is entered into and becomes effective as of January 18th, 2025 (the “Effective Date”) by and among:

Party A: Himile Mechanical Manufacturing (Shandong) Co., Ltd, a company incorporated under the laws of China, (hereinafter called “HIMILE”):

Company Registration: 913707856705009958

Address:

Himile Industrial Park No. 5655 Kangcheng Road, Gaomi, Shandong, China.

And

Party B: VME PROCESS ASIA PACIFIC PTE LTD., a company incorporated under the laws of Singapore, (hereinafter called “VME”):

Company Registration: 200412934R

Address:

16 RAFFLES QUAY #17-03 HONG LEONG BUILDING SINGAPORE (048581)

And

Party C: VME PROCESS INC, a company incorporated under the laws of USA, (hereinafter called “VME”):

Company Registration: 75-2857445

Address:

3733, Shiloh Road, Tyler, TX 75707 USA

WHEREAS:

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December 18, 2025

VME Process, Inc.

3300 S Broadway Ave

Suite 205

Tyler, Texas 75701

Personal Loan

As agreed, VINSON SHEA HOLDINGS, LTD (“VSH”) will grant VME PROCESS INC (“VME”) a loan under the following terms and conditions:

Effective Date:	December 18, 2025 (funding date)
Amount:	$900,000 USD
Term:	60 days
Interest:	Fixed annual percentage rate of 8.5%, compounded monthly.

VME agrees to repay VSH the principal amount plus all accrued interest at the end of the term.

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Exhibit 10.4

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UNANIMOUS SHAREHOLDER AGREEMENT

AMONG:

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VME PROCESS INC.

("Shareholder 1")

- and -

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TERRY TROFIMUK

("Shareholder 2")

- and -

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VME CANADA LTD.

(the "Corporation")

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UNANIMOUS SHAREHOLDER AGREEMENT

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RECITALS

	A.	The Corporation has been duly incorporated under the laws of the Province of Alberta and is authorized to issue:

	(i)	Unlimited Class "A" Common Voting

	(ii)	Unlimited Class "B" Common Voting

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First Amendment to Loan

This First Amendment to the Personal Loan is entered into as of July 1, 2026, by and between VINSON SHEA HOLDINGS, LTD (“Lender”) and VME PROCESS INC, a subsidiary of VME COMPANIES, INC. (collectively “Borrower”).

Whereas, the Lender and the Borrower entered into that certain Personal Loan agreement with a principal amount of $900,000 dated December 18, 2025, (the “Loan Agreement”); and

Whereas, the Lender and Borrower desire to amend the Loan Agreement to extend the term and maturity date of the loan and to provide for the mandatory repayment of the loan upon the occurrence of an Initial Public Offering of VME Companies, Inc. (the “IPO”).

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree to amend and restate the Term of the Loan Agreement as follows:

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Second Amendment to Loan

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This Second Amendment to the Personal Loan is entered into as of August 3, 2026, by and between KOLE & MARLEE HOLDINGS, LTD (“Lender”) and VME PROCESS INC, a subsidiary of VME COMPANIES, INC. (collectively “Borrower”).

Whereas, the Lender and the Borrower entered into that certain Personal Loan agreement with a principal amount of $900,000.00 dated December 20, 2025, (the “Loan Agreement”); and

Whereas, the Lender and Borrower executed a First Amendment to Loan dated July 1, 2026 to amend the Loan Agreement to extend the term and maturity date of the loan and to provide for the mandatory repayment of the loan upon the occurrence of an Initial Public Offering of VME Companies, Inc. (the “IPO”); and

Whereas, the Lender and Borrower no longer desire to accelerate the repayment of the loan upon the occurrence of the IPO;

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Exhibit 10.3

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SHAREHOLDER AGREEMENT

VME PROCESS, INC.

This Shareholder Agreement (this "Agreement") is entered into effective as of March 1, 2003, by and among VME PROCESS, INC., a Texas corporation (the "Company"), the shareholders of the Company listed on Exhibit "A" attached hereto, the spouses of such shareholders, and any persons who subsequently become parties to this Agreement pursuant to the terms hereof.

ARTICLE 1.

NATURE AND PURPOSES OF AGREEMENT

In an attempt to secure continuity and stability of policy and management of the Company, it is in the best interests of all parties to this Agreement to restrict the transfer of Shares under certain circumstances, to preserve the closely-held nature of the Shares and to establish a plan for the purchase of Shares upon a shareholder’s bankruptcy, divorce, creditor lien, death (including the death of a shareholder's spouse) or other event as may be specifically set forth herein.

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Second Amendment to Loan

This Second Amendment to the Personal Loan is entered into as of August 3, 2026, by and between KOLE & MARLEE HOLDINGS, LTD (“Lender”) and VME PROCESS INC, a subsidiary of VME COMPANIES, INC. (collectively “Borrower”).

Whereas, the Lender and the Borrower entered into that certain Personal Loan agreement with a principal amount of $200,000.00 dated April 27, 2026, (the “Loan Agreement”); and

Whereas, the Lender and Borrower executed a First Amendment to Loan dated July 1, 2026 to amend the Loan Agreement to extend the term and maturity date of the loan and to provide for the mandatory repayment of the loan upon the occurrence of an Initial Public Offering of VME Companies, Inc. (the “IPO”); and

Whereas, the Lender and Borrower no longer desire to accelerate the repayment of the loan upon the occurrence of the IPO;

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First Amendment to Loan

This First Amendment to the Personal Loan is entered into as of July 1, 2026, by and between VINSON SHEA HOLDINGS, LTD, (“VSH”), VME PROCESS INC, a subsidiary of VME COMPANIES, INC. (collectively “Borrower”), and Michael Thomas (hereafter “Lender”)

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Whereas, the Personal Loan agreement with a principal amount of $200,000.00 dated April 27, 2026, (the “Loan Agreement”) incorrectly identified the Lender as VINSON SHEA HOLDINGS, LTD; and

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Whereas, the source of the loan funding was from personal funds of Michael Thomas; and

Whereas, VINSON SHEA HOLDINGS, LTD, Michael Thomas, and Borrower desire to correct this mistake; and

Whereas, the Lender and Borrower desire to amend the Loan Agreement to extend the term and maturity date of the loan and to provide for the mandatory repayment of the loan upon the occurrence of an Initial Public Offering of VME Companies, Inc. (the “IPO”).

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Second Amendment to Loan

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This Second Amendment to the Personal Loan is entered into as of August 3, 2026, by and between VINSON SHEA HOLDINGS, LTD (“Lender”) and VME PROCESS INC, a subsidiary of VME COMPANIES, INC. (collectively “Borrower”).

Whereas, the Lender and the Borrower entered into that certain Personal Loan agreement with a principal amount of $900,000 dated December 18, 2025, (the “Loan Agreement”); and

Whereas, the Lender and Borrower executed a First Amendment to Loan dated July 1, 2026 to amend the Loan Agreement to extend the term and maturity date of the loan and to provide for the mandatory repayment of the loan upon the occurrence of an Initial Public Offering of VME Companies, Inc. (the “IPO”); and

Whereas, the Lender and Borrower no longer desire to accelerate the repayment of the loan upon the occurrence the IPO;

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Second Amendment to Loan

This Second Amendment to the Personal Loan is entered into as of August 3, 2026, by and between VINSON SHEA HOLDINGS, LTD, (“VSH”), VME PROCESS INC, a subsidiary of VME COMPANIES, INC. (collectively “Borrower”), and Michael Thomas (hereafter “Lender”)

Whereas, the Lender and the Borrower entered into that certain Personal Loan agreement with a principal amount principal amount of $198,134.00 dated March 10, 2026, (the “Loan Agreement”); and

Whereas, the Lender and Borrower executed a First Amendment to Loan dated July 1, 2026 to amend the Loan Agreement to correct the identity of the Lender, to extend the term and maturity date of the loan, and to provide for the mandatory repayment of the loan upon the occurrence of an Initial Public Offering of VME Companies, Inc. (“the IPO”); and

Whereas, the Lender and Borrower no longer desire to accelerate the repayment of the loan upon the occurrence of the IPO;

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First Amendment to Loan

This First Amendment to the Personal Loan is entered into as of July 1, 2026, by and between KOLE & MARLEE HOLDINGS, LTD (“Lender”) and VME PROCESS INC, a subsidiary of VME COMPANIES, INC. (collectively “Borrower”).

Whereas, the Lender and the Borrower entered into that certain Personal Loan agreement with a principal amount of $200,000.00 dated April 27, 2026, (the “Loan Agreement”); and

Whereas, the Lender and Borrower desire to amend the Loan Agreement to extend the term and maturity date of the loan and to provide for the mandatory repayment of the loan upon the occurrence of an Initial Public Offering of VME Companies, Inc. (the “IPO”).

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree to amend and restate the Term of the Loan Agreement as follows:

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First Amendment to Loan

This First Amendment to the Personal Loan is entered into as of August 3, 2026, by and between KOLE & MARLEE HOLDINGS, LTD (“Lender”) and VME PROCESS INC, a subsidiary of VME COMPANIES, INC. (collectively “Borrower”).

Whereas, the Lender and the Borrower entered into that certain Personal Loan agreement with a principal amount of $250,000.00 dated June 26, 2026, (the “Loan Agreement”); and

Whereas, the Lender and Borrower desire to extend the term and maturity date of the loan; and

Whereas, the Lender and Borrower no longer desire to accelerate the repayment of the loan upon the occurrence of an Initial Public Offering of VME Companies, Inc. (the “IPO”);

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree to amend and restate the Terms of the Loan Agreement as follows:

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