Browse EX-10 agreements

FOUNDER LOAN AGREEMENT

 

Spin AI Inc. (Borrower) · Katizie Bakht Murad (Lender)

 

Aggregate Facility: Up to $100,000 · Non-Interest-Bearing · Demand

 

1. Facility

 

The Lender hereby establishes, and the Borrower hereby accepts, a revolving demand loan facility in the aggregate principal amount of up to One Hundred Thousand United States Dollars ($100,000). Advances under this facility shall be made at the Lender’s discretion, in such amounts and at such times as the Borrower and Lender mutually agree.

 

2. Interest

 

No interest shall accrue at the contractual rate; this facility is expressly non-interest-bearing. For book purposes, the Borrower shall impute interest on amounts drawn, pursuant to ASC 835-30 and IRC §7872, at the then-current IRS applicable federal short-term rate at the time of each draw.

 

3. Repayment

 

All amounts drawn shall be repayable on demand by the Lender. The Borrower may prepay in whole or in part at any time without penalty.

 

4. Events of Default

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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: Theodorus, Brussels, Belgium

 

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 7 named user seats (3 base seats plus 4 additional named seats included in this package).

 

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

 

Founding Partner Package

Provider: Spin AI Inc., a Wyoming corporation | Subscriber: Wilbe, London, United Kingdom

 

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 5 named user seats (3 base seats plus 2 additional named seats included in this package).

 

Term & Commencement

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INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT

 

Spin AI Inc. · Katizie Bakht Murad (Assignor)

 

Dated: March 18, 2026 (Schedule A and §7 revised March 18, 2026)

 

1. Parties

 

Assignor: Katizie Bakht Murad. Assignee: Spin AI Inc., a Wyoming corporation.

 

2. Assignment

 

The Assignor hereby irrevocably assigns, transfers, and conveys to the Assignee, absolutely and forever, all right, title, and interest (legal and beneficial) in and to the intellectual property described in Schedule A (the “Assigned IP”), including all copyrights, trade secrets, know-how, rights of attribution, and all related rights and causes of action.

 

3. Consideration

 

The Assignee shall deliver to the Assignor the Promissory Note (numbered PN-2026-001; Exhibit 10.2B) in the face principal amount of $61,300, non-interest-bearing, due March 18, 2028. For book purposes, the Assignee shall record the Assigned IP at the present value of $57,125 in accordance with ASC 835-30.

 

4. Delivery and Further Assurances

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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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WARRANT AGENCY AGREEMENT

 

THIS WARRANT AGENCY AGREEMENT (this “Agreement”) is entered into and made effective as of [●], 2026, by and between TENON MEDICAL, INC., a Delaware corporation (the “Company”), and VSTOCK TRANSFER, LLC, a New York limited liability company (“Vstock” or the “Warrant Agent”).

 

RECITALS

 

WHEREAS, pursuant to the terms of that certain Underwriting Agreement dated as of [●], 2026, by and between the Company and WallachBeth Capital LLC, acting as the underwriter (the “Underwriter”), the Company engaged in a public offering (the “Offering”) on a firm commitment basis of (i) [●] shares of common stock, par value $0.001 per share (the “Common Stock”), together with (ii) common stock purchase warrants to purchase up to [●] shares of Common Stock (the “Common Warrants” or “Warrants”), and (iii) pre-funded warrants to purchase up to [●] shares of Common Stock (the “Pre-funded Warrants”) (collectively, with the shares of Common Stock, Common Warrants, Pre-funded Warrants, and the shares of Common Stock issuable upon exercise of the Comm

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