Exhibit 10.19

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (the “Agreement”) is made and entered into May 1, 2025 (the “Effective Date”) between Outdoor Holding Company (formerly AMMO, Inc.), a Delaware corporation (the “Company”), and Jordan Christensen (“Employee”). The Company and Employee are sometimes referred to individually as “Party” and collectively as “Parties”.

 

RECITALS

A.

The Company is a public company, and its securities are listed on The Nasdaq Capital Market under the ticker symbols “POWW” and “POWWP”;

 

B.

Employee and the Company previously entered into an employment agreement on April 4, 2024 (the “Prior Employment Agreement”);

C.

Employee served as General Counsel of the Company under the Prior Agreement;

D.

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Document

Confidential treatment has been requested for redacted portions of this exhibit.

This copy omits the information subject to the confidentiality request. Omissions are designated as ******.

EQUITY PURCHASE AGREEMENT

by and among

Ecarx (Hubei) Technology Co., Ltd.

Ecarx (Hubei) Ecological Investment Co., Ltd.

(as the Buyer)

Wuhan Xingji Meizu Technology Co., Ltd.

(as Seller 1)

Zhuhai Meizu Technology Co., Ltd.

(as Seller 2)

Hubei Xingji Meizu Group Co., Ltd.

(as Seller 3)

and

Hubei Qiguang Technology Co., Ltd.

(as the Target Company)

June 18, 2026

1

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TABLE OF CONTENTS

RECITALS

3

ARTICLE 1 DEFINITIONS

4

ARTICLE 2 SALE AND PURCHASE OF EQUITY INTEREST

6

ARTICLE 3 ACQUISITION PRICE AND PAYMENT

6

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AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT

This Amendment No. 1 to Registration Rights Agreement (this “Amendment”) is dated as of June 18, 2026, and is entered into by and between Mobix Labs, Inc., a Delaware corporation (the “Company”), and Kips Bay Select LP, a limited partnership organized under the laws of the State of Delaware (the “Investor”). Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Registration Rights Agreement, dated as of May 19, 2026, between the Company and the Investor (the “Registration Rights Agreement”).

 

WHEREAS, the Company and the Investor are party to the Registration Rights Agreement; and

 

WHEREAS, the Company and the Investor desire to extend the Filing Deadline thereunder, to make a conforming change to the Effectiveness Deadline, and to provide for the related waiver set forth herein.

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Exhibit 10.1 

 

CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [*] INDICATES THAT INFORMATION HAS BEEN REDACTED.

 

EXYN TECHNOLOGIES, INC. CONFIDENTIAL SIDE LETTER AGREEMENT

 

Dated as of May 18, 2026

 

Evergreen Capital Management, LLC

 

Attention: Jeff Pazdro, Manager

 

[Address on file]

 

Re: Confidential Side Letter to the Second Amendment to Note and Warrant Purchase Agreement, dated as of May 8, 2026, between Exyn Technologies, Inc. and Evergreen Capital Management, LLC

 

Ladies and Gentlemen:

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SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement (this “Agreement”) is dated as of June 18, 2026, between CervoMed 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 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. DEFINITIONS

…

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

 

PROMISSORY NOTE

 

$300,000.00

As of March 12, 2026

 

Investcorp AI Acquisition Corp (“Maker”), promises to pay to the order of Samara Special Opportunities or its successors or assigns (“Payee”) the principal sum of up to Three Hundred Thousand Dollars and No Cents ($300,000.00) in lawful money of the United States of America, on the terms and conditions described below.

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THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.

 

GOODVISION AI INC. CONVERTIBLE PROMISSORY NOTE

US$ __________

 

__________ (“Issuance Date”)

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INDEMNIFICATION AGREEMENT

 

This Indemnification Agreement (this “Agreement”) is entered into as of by and between Goodvision AI Holding Limited, a Cayman Islands exempted company (the “Company”), and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable. For the avoidance of doubt, references to the “Company” shall include any successor public company resulting from the Business Combination.

 

RECITALS

 

The board of directors of the Company (the “Board of Directors”) has determined that the inability to attract and retain highly competent persons to serve the Company is detrimental to the best interests of the Company and its shareholders and that it is reasonable and necessary for the Company to provide adequate protection to such persons against risks of claims and actions against them arising out of their services to the corporation. The Company will become a publicly traded company upon consummation of the Business Combination and is subject to the reporting and compliance requirements of the U.S. federal securities laws.

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EMPLOYMENT AGREEMENT

 

This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into on [DATE], by and between Goodvision AI Holding Limited, an exempted company incorporated under the laws of the Cayman Islands and the publicly traded holding company following the consummation of the Business Combination (the “Company”), and [EXECUTIVE OFFICER], an individual (the “Executive”) (individually, each a “Party” and collectively, the “Parties”).

 

WHEREAS, the Company desires that the Executive be employed by the Company to carry out the duties and responsibilities described below, all on the terms and conditions hereinafter set forth;

 

WHEREAS, the Executive desires to accept such terms and conditions of this Agreement;

 

WHEREAS, the Company is expected to become a publicly traded company upon the consummation of that certain business combination (the “Business Combination”) contemplated by the Business Combination Agreement, dated as of March 6, 2026, by and among the Company, Calisa Acquisition Corp, and Calisa Merger Sub;

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MEMORANDUM OF UNDERSTANDING

 

CONFIDENTIAL

 

THIS MEMORANDUM OF UNDERSTANDING (the “MOU”) is made and entered into on this [Date], in [Location].

 

BETWEEN:

 

[Company] (“[Company]”), an [Entity], having its global headquarter at [Location], represented by [Company Representative] GoodVision AI Inc (“GoodVision”), a global cloud computing and AI infrastructure technology company, represented by its Director, [Goodvision Representative]. (Collectively referred to as the “Parties” and individually as a “Party”).

 

PREAMBLE

 

WHEREAS, [Company] is [Company Description],

 

WHEREAS, GoodVision is a pioneering AI computing infrastructure and asset service provider, specializing in AI inference compute and edge data center deployment, with established operational capabilities and market presence in Japan, Korea, and other Asian regions;

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Purchase Order

 

Purchase Order Date:

 

[Date]

 

 

 

Provider

 

Goodvision Inc

 

 

 

Customer

 

[Customer]

 

 

 

Agreement

 

[Enterprise Service Agreement]

 

 

 

Purchase Order Effective Date

 

[Date]

 

 

 

Term of Purchase Order

 

This Purchase Order shall commence as of the Purchase Order Effective Date and will remain in effect for 12 months (the “Initial Term”). This Purchase Order shall automatically renew for additional successive 12-month terms unless at least 30 days before the end of the then-current term either party provides written notice to the other party that it does not want to renew (the “Renewal Terms,” and together with the Initial Term, the “Purchase Order Term”). If one party needs to terminate the contract early, the other party should be notified one month in advance.

 

 

 

Products Purchased

 

Please refer to products listed in the Pricing row

 

 

 

Pricing

 

Fees are based on the pricing on [Cloud Provider] and shall be invoiced monthly in arrears.

 

 

 

No

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