Browse EX-10 agreements

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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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SECURITIES PURCHASE AGREEMENT

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This Securities Purchase Agreement (this “Agreement”) is dated as of October 8, 2026, between DarkIris Inc., an exempted company incorporated under the laws of the Cayman Islands (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities Act (as defined below), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

ARTICLE I

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DEFINITIONS

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AMENDMENT
TO THE
INVESTMENT MANAGEMENT TRUST AGREEMENT

This Amendment No. 1 (this “Amendment”), dated as of October 7, 2026, to the Existing Trust Agreement (as defined below) is made by and between Aldel Financial II Inc. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Existing Trust Agreement.

WHEREAS, the Company and the Trustee entered into an Investment Management Trust Agreement dated as of October 16, 2024 (the “Existing Trust Agreement”);

WHEREAS, Section 1(i) of the Trust Agreement sets forth the terms that govern the liquidation of the Company’s trust account (the “Trust Account”) under the circumstances described therein;

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REGISTERED PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK

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SUNSHINE BIOPHARMA INC.

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Warrant Shares: [●]	Initial Exercise Date: [●], 2026
	Issuance Date: [●], 2026

THIS PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, [●] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time until this Warrant is exercised in full (the “Termination Date”), to subscribe for and purchase from Sunshine Biopharma Inc., a Colorado corporation (the “Company”), up to [●] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. Subject to the provisions of Section 2.3, the purchase price of one (1) share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2.2.

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October 8, 2026

PERSONAL AND CONFIDENTIAL

Dr. Steve Slilaty, Chief Executive Officer

Sunshine Biopharma Inc.

333 Las Olas Way, CU4 Suite 433

Fort Lauderdale, FL 33301

Re:SBFM | Best Efforts Secondary Offering | Placement Agent Agreement

Dear Dr. Slilaty:

The purpose of this placement agent agreement is to outline our agreement pursuant to which Aegis Capital Corp. (“Aegis”) will act as the placement agent on a “best efforts” basis in connection with the proposed Best Efforts Secondary Offering (the “Placement”) by Sunshine Biopharma Inc. (collectively, with its subsidiaries and affiliates, the “Company”) of units consisting of its shares of Common Stock and warrants to purchase its shares of Common Stock (the “Securities”). This placement agent agreement sets forth certain conditions and assumptions upon which the Placement is premised. The Company expressly acknowledges and agrees that Aegis’s obligations hereunder are on a reasonable “best efforts” basis only and that the execution of this Agreement does not constitute a commitment by Aegis t

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SERIES D REGISTERED COMMON WARRANT TO PURCHASE COMMON STOCK

SUNSHINE BIOPHARMA INC.

Warrant Shares: [●]	Initial Exercise Date: [●], 2026
	Issuance Date: [●], 2026

THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, [●] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Initial Exercise Date and on or prior to 5:00 p.m. (New York City time) on [●] (the “Termination Date”) but not thereafter, to subscribe for and purchase from Sunshine Biopharma Inc., a Colorado corporation (the “Company”), up to [●] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. Subject to the provisions of Section 2.3, the purchase price of one (1) share of Common Stock under this Warrant shall be equal to the Exercis

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Exhibit 10.8

[Date]

[First Name Last Name]

Sent via email

Dear [First Name]:

This letter agreement amends and restates the offer letter between you and Treeline Biosciences, Inc. (the “Company”), dated [________] (the “Prior Agreement”) effective [_______], 2026. You will continue to work in the role of [_______], reporting to the Company’s [Chief Executive Officer][Chief Scientific Officer].  As an exempt salaried employee, you may be expected to work additional hours as required by the nature of your work assignments. You will work [at our office located at [________]][remotely from your home in [________]].  The Company may change your position from time to time at its discretion.

1.

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Exhibit 10.6

[Date]

Joshua H. Bilenker

	Re:	Amended and Restated Offer of Employment by Treeline Biosciences, Inc.

Dear Josh:

On behalf of Treeline Biosciences, Inc. (the “Company”), the Board of Directors of the Company (the “Board”) is very pleased to offer you this amended and restated employment agreement (the “Agreement”):

1.           **

Position; Chief Executive Officer. You shall continue to serve as the Company’s President and Chief Executive Officer with such duties, authority, and responsibilities that are consistent with such position.

2.

Cash Compensation.

(a)

Base Salary. Your salary will be Five Hundred Forty Nine Thousand Three Hundred Twenty One Dollars ($549,321) per year, payable in accordance with the Company’s standard payroll schedule and subject to adjustment pursuant to the Company’s employee compensation policies in effect from time to time.

(b)

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Exhibit 10.7

[Date]

Jeffrey Engelman

Re:          Amended and Restated Offer of Employment by Treeline Biosciences, Inc.

Dear Jeff:

On behalf of Treeline Biosciences, Inc. (the “Company”), I am very pleased to offer you this amended and restated employment agreement (the “Agreement”):

1.

Position; Chief Scientific Officer. You shall continue to serve as the Company’s Chief Scientific Officer, reporting to the Company’s Chief Executive Officer, with such duties, authority, and responsibilities that are consistent with such position.

2.

Cash Compensation.

(a)

Base Salary. Your salary will be Five Hundred Forty Nine Thousand Three Hundred Twenty One Dollars ($549,321) per year, payable in accordance with the Company’s standard payroll schedule and subject to adjustment pursuant to the Company’s employee compensation policies in effect from time to time.

(b)

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Exhibit 10.9

CONSULTING AGREEMENT

This Consulting Agreement (“Agreement”) is entered into as of September 16, 2026, between Treeline Biosciences, Inc., a Delaware corporation (or any successor thereto) (“Company”), The Oceano Group LLC, a Delaware limited liability company (“Consultant”), and Sean Mackay, an individual person (“Service Provider”).

The effectiveness of this Agreement is expressly conditioned upon the closing of the transactions contemplated by that certain Agreement and Plan of Merger by and between the Company and Standard Biotools Inc. dated June 6, 2026 (the “Transaction”, and such agreement the “Merger Agreement”).  All services contemplated by this Agreement shall be performed during the period following the closing of the Transaction and, if the Transaction does not close for any reason, then this Agreement shall automatically terminate and shall be of no force and effect.

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FORM OF SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of October 5, 2026 between Arrive AI Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, (i) shares of Common Stock (as defined below) (the “Shares”) and (ii) Common Warrants (as defined below) to purchase shares of Common Stock (the “Warrant Shares” and, together with the Shares and the Common Warrants, the “Securities”), as more fully described in this Agreement. The Shares and the Warrant Shares will be registered under the Registration Statement (as defined below).

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