Browse EX-10 agreements

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”)

Whereas, the Personal Loan agreement with a principal amount of $198,134.00 dated March 10, 2026, (the “Loan Agreement”) incorrectly identified the Lender as VINSON SHEA HOLDINGS, LTD; and

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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April 27, 2026

VME Process, Inc.

3300 S Broadway Ave

Suite 205

Tyler, Texas 75701

Personal Loan

As agreed, KOLE & MARLEE HOLDINGS, LTD (“KMH”) will grant VME PROCESS INC (“VME”) a loan under the following terms and conditions:

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Effective Date:	April, 27, 2026 (funding date)
Amount:	$200,000.00 USD
Term:	90 days
Interest:	Fixed annual percentage rate of 8.5%, compounded monthly.

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

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December 20, 2025

VME Process, Inc.

3300 S Broadway Ave

Suite 205

Tyler, Texas 75701

Personal Loan

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As agreed, KOLE & MARLEE HOLDINGS, LTD (“KMH”) will grant VME PROCESS INC (“VME”) a loan under the following terms and conditions:

Effective Date:	December 20, 2025 (funding date)
Amount:	$900,000 USD
Term:	60 days
Interest:	Fixed annual percentage rate of 8.5%, compounded monthly.

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

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June 26, 2026

VME Process, Inc.

3300 S Broadway Ave

Suite 205

Tyler, Texas 75701

Personal Loan

As agreed, KOLE & MARLEE HOLDINGS, LTD (“KMH”) will grant VME PROCESS INC., a subsidiary of VME COMPANIES, INC. (collectively “Borrower”) a loan under the following terms and conditions:

Effective Date:	June 26, 2026 (funding date)
Amount:	$250,000 USD
Term:	180 days
Interest:	Fixed annual percentage rate of 8.5%, compounded monthly.

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March 10, 2026

VME Process, Inc.

3300 S Broadway Ave

Suite 205

Tyler, Texas 75701

Personal Loan

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

Effective Date:	March 10, 2026 (funding date)
Amount	$198,134.00 USD
Term:	90 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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First Amendment to Loan

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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 $900,000.00 dated December 20, 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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Exhibit 10.5

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	MEMORANDUM OF UNDERSTANDING

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MEMORANDUM OF UNDERSTANDING

among

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MODEC Offshore Production Systems

(Singapore) Pte. Ltd.

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Offshore Frontier Solutions Pte Ltd.

and

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VME Process, Inc

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	Page 1 of 31

	MEMORANDUM OF UNDERSTANDING

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Bonus Agreement Key Terms

FOR VALUE RECEIVED, including an Employment Contract through Deel Brasil Assessoria Empresarial LTDA, (“Employment Agreement”), VME PROCESS INC. (“Company”) and MARCELO MALERBA (“Employee”), together referred to as “Parties”, hereby agree to the additional bonus agreement key terms outlined below whereby Employee may earn additional compensation under certain conditions. The terms of this agreement will be incorporated into a formal agreement.

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Bonus

New Customer:

Employee shall earn a bonus of 4% of the gross margin for projects sold to new customers with a gross margin of 21%. Company and Employee may agree to reduce the gross margin, with a bonus reduction of 0.33% for each 1% reduction in gross margin. Bonus payments will be calculated and paid as follows: 2% of as-sold gross margin to be paid after the receipt of the first milestone payment. 2% of final gross margin to be paid after delivery of project per the contract terms.

Bonus Adjustments:

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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 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 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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April 27, 2026

VME Process, Inc.

3300 S Broadway Ave

Suite 205

Tyler, Texas 75701

Personal Loan

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

Effective Date:	April, 27, 2026 (funding date)
Amount:	$200,000.00 USD
Term:	90 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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EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“the Agreement”) is made and entered into as of October 2th, 2026, by and between Duos Technologies Group, Inc., a Florida corporation with its principal place of business located at 6551 Gate Parkway, Suite 400, Jacksonville, Florida 32256 (the “Company”), and Matthew Polimeni an individual and resident of the State of Florida (the “Executive”) and together with the Company, the “Parties” and each, a “Party”. The Effective Date of this agreement is September 8th, 2026.

RECITALS

A. ****The Company wishes to employ Executive as Chief Legal Officer because Executive possesses certain knowledge and skills relating to the Company’s business, structure and operations that the Company wishes to retain for the development and success of the Company’s business.

B.****The Company wishes to employ Executive, and Executive wishes to be employed by the Company, on the terms and conditions contained herein.

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EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“the Agreement”) is made and entered into as of October 4th, 2026, by and between Duos Technologies Group, Inc., a Florida corporation with its principal place of business located at 6551 Gate Parkway, Suite 400, Jacksonville, Florida 32256 (the “Company”), and Christopher J. Almeida an individual and resident of the State of Florida (the “Executive”) and together with the Company, the “Parties” and each, a “Party”. The Effective Date of this agreement is August 24th, 2026.

RECITALS

A. ****The Company wishes to employ Executive as Chief Financial Officer because Executive possesses certain knowledge and skills relating to the Company’s business, structure and operations that the Company wishes to retain for the development and success of the Company’s business.

B.****The Company wishes to employ Executive, and Executive wishes to be employed by the Company, on the terms and conditions contained herein.

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