Browse EX-10 agreements

FOUNDER AND DIRECTOR AGREEMENT

 

Spin AI Inc. · Nevio Muller

 

Dated: March 18, 2026

 

1. Parties

 

Company: Spin AI Inc., a Wyoming corporation. Founder/Director: Nevio Muller, an individual residing in Zurich, Switzerland.

 

2. Role and Time Commitment

 

The Founder/Director shall serve as a Director, Treasurer, and Secretary of the Company. He shall devote approximately 20 hours per week to the Company. His duties include corporate record-keeping as Secretary; financial oversight, oversight of accounting records (including ASC 835-30 imputed-interest application) as Treasurer; and qualified-director review of related-party transactions as Director.

 

3. Equity Compensation

 

1,000,000 shares of Common Stock at $0.0001 par, pursuant to PPSA dated March 18, 2026 (Doc 11). Total equity consideration: $100.

 

4. Cash Compensation

 

No cash compensation during the pre-revenue period; conditional on revenue and Board authorization. No accrued cash compensation.

 

5. Other Benefits

 

None.

 

6. IP Assignment

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Exhibit 10.2A

 

DEED OF ASSIGNMENT OF INTELLECTUAL PROPERTY

 

Spin AI Inc. · Katizie Bakht Murad (Assignor)

 

Dated: March 18, 2026

 

1. Recitals

 

This Deed implements the transfer contemplated by the IP Assignment Agreement dated March 18, 2026 (Exhibit 10.2). Capitalized terms used herein have the meanings given in that Agreement.

 

2. Operative Assignment Words

 

In consideration of the covenants in the IP Assignment Agreement and the Promissory Note (Exhibit 10.2B), the Assignor hereby assigns, conveys, transfers, sets over, and delivers to the Assignee, absolutely and forever, all of the Assignor’s right, title, and interest, legal and beneficial, in and to the Assigned IP described in Schedule A (identical to the Schedule A of the IP Assignment Agreement), TO HAVE AND TO HOLD the same unto the Assignee, its successors, and assigns.

 

3. Further Assurances

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SPIN AI INC. — SaaS SUBSCRIPTION AGREEMENT

 

30 N Gould St, Suite R, Sheridan, WY 82801  |  admin@spininc.io  |  spininc.io

 

Founding Partner Package

 

Provider: Spin AI Inc., a Wyoming corporation

Subscriber: Cambridge Innovation Capital PLC, Cambridge, United Kingdom

 

1. Services

 

Provider grants Subscriber access to the SPIN AI Academic Intelligence Platform at the Operator tier: unlimited signal alerts, daily intelligence briefs, full dashboard with network maps, unlimited watchlists, custom alert thresholds, researcher deep-dives, priority support (4-hour SLA), Spin Potential Index™ scoring, and up to 3 named user seats.

 

2. Term & Commencement

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FOUNDER AND SERVICES AGREEMENT

 

Spin AI Inc. · Katizie Bakht Murad

 

Dated: March 18, 2026

 

1. Parties

Company: Spin AI Inc., a Wyoming corporation. Founder: Katizie Bakht Murad, an individual residing in Belgium.

 

2. Role and Time Commitment

 

The Founder shall serve as President and a Director of the Company. In his capacity as President, he shall also act as Chief Architect of the SPIN AI platform, the Company’s planned pre-seed academic intelligence platform designed to monitor academic papers, patents, federal grants, and research networks to detect technology spin-off opportunities. He shall devote substantially all of his professional time to the Company.

 

3. Equity Compensation

 

On the date hereof, the Company is issuing 3,000,000 shares of Common Stock to the Founder at $0.0001 par per share, pursuant to Pre-Incorporation Stock Purchase Agreement dated March 18, 2026 (Doc 10). Total equity consideration: $300.

 

4. Cash Compensation

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SPIN AI INC. - SaaS SUBSCRIPTION AGREEMENT

30 N Gould St, Suite R, Sheridan, WY 82801 | admin@spininc.io | spininc.io

 

Founding Partner Package

Provider: Spin AI Inc., a Wyoming corporation | Subscriber: Vsquared Ventures, Munich, Germany

 

Services

 

Provider grants Subscriber access to the SPIN AI Academic Intelligence Platform at the Operator tier: unlimited signal alerts , daily intelligence briefs, full dashboard with network maps, unlimited watchlists, custom alert thresholds, researcher deep -dives, priority support (4-hour SLA), Spin Potential Index(TM) scoring, and up to 3 named user seats.

 

Term & Commencement

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SPIN AI INC. — SaaS SUBSCRIPTION AGREEMENT

 

30 N Gould St, Suite R, Sheridan, WY 82801  |  admin@spininc.io  |  spininc.io

 

Early Adopter Package

 

Provider: Spin AI Inc., a Wyoming corporation

Subscriber: University2Ventures GmbH, Berlin, Germany

 

1. Services

 

Provider grants Subscriber access to the SPIN AI Academic Intelligence Platform at the Operator tier: unlimited signal alerts, daily intelligence briefs, full dashboard with network maps, unlimited watchlists, custom alert thresholds, researcher deep-dives, priority support (4-hour SLA), Spin Potential Index™ scoring, and up to 3 named user seats.

 

2. Term & Commencement

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Exhibit 10.2B

 

PROMISSORY NOTE

 

Exhibit 10.2B · Spin AI Inc. (Maker) · Katizie Bakht Murad (Holder)

 

Note Number: PN-2026-001

 

Face Principal: $61,300 · Issue Date: March 18, 2026 · Maturity: March 18, 2028

 

1. Promise to Pay

 

FOR VALUE RECEIVED, Spin AI Inc., a Wyoming corporation (the “Maker”), hereby promises to pay to the order of Katizie Bakht Murad (the “Holder”) the principal sum of Sixty-One Thousand Three Hundred United States Dollars ($61,300) on March 18, 2028 (the “Maturity Date”). No interest shall accrue at the contractual rate; this Note is expressly non-interest-bearing.

 

2. Consideration

 

This Note is issued in consideration of the assignment to the Maker of the intellectual property described in the IP Assignment Agreement dated March 18, 2026 (Exhibit 10.2) and IP Transfer Deed (Exhibit 10.2A).

 

3. ASC 835-30 Imputed Interest (For Book Purposes Only)

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EXECUTIVE EMPLOYMENT AGREEMENT

 

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of June 23, 2026 (the “Commencement Date”) by and between Clean Energy Fuels Corp., a Delaware corporation (“Employer” or the “Company”), and Bartolomeo A. Frabotta (“Employee”).

 

RECITALS

 

A.

Employee has served as Group Vice President of Employer.

 

B.

Employer desires to appoint Employee as Chief Operating Officer of Employer in order retain the benefit of Employee’s skill, knowledge and experience in order to insure the continued successful operation of its business and that of its operating subsidiaries, and Employee desires to render services to Employer as its Chief Operating Officer.

 

AGREEMENT

 

In consideration of the good and valuable consideration and mutual promises and covenants contained herein, the parties agree as follows:

 

Background:  This Agreement terminates and supersedes all prior written and oral agreements, and sets forth the terms and conditions of Employee’s continued employment with Employer.

 

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Exhibit B

Final Form

 

FORM OF VOTING AND SUPPORT AGREEMENT

 

This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of June 22, 2026, by and among Fortitude Mining Holdings, Inc., a Delaware corporation (“Seller”), HeartSciences Inc., a Texas corporation (“Parent”), and the undersigned stockholder (the “Stockholder”) of Parent. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement (as defined below).

 

RECITALS

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Exhibit B

Final Form

 

FORM OF VOTING AND SUPPORT AGREEMENT

 

This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of June 22, 2026, by and among Fortitude Mining Holdings, Inc., a Delaware corporation (“Seller”), HeartSciences Inc., a Texas corporation (“Parent”), and the undersigned stockholder (the “Stockholder”) of Parent. Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement (as defined below).

 

RECITALS

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 22, 2026, is entered into by and among Serapha Bio, Inc., a Delaware corporation (“Serapha”), and the several investors signatory hereto (individually as an “Investor” and collectively together with their respective permitted assigns, the “Investors”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement by and among Serapha and the Investors party thereto, dated as of June 22, 2026 (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

WHEREAS:

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COMPANY STOCKHOLDER SUPPORT AGREEMENT

This Support Agreement (this “Agreement”) is made and entered into as of June 22, 2026, by and among Serapha Bio, Inc., a Delaware corporation (the “Company”), Boundless Bio, Inc., a Delaware corporation (“Parent”), and the undersigned stockholder of the Company (the “Stockholder” and each of the Stockholder, Company, and Parent, a “Party” and, collectively, the “Parties”). Capitalized terms used herein but not otherwise defined shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).

RECITALS

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