Browse EX-10 agreements

Second Amendment to Loan

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This Second Amendment to the Personal Loan is entered into as of August 3, 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 executed a First Amendment to Loan dated July 1, 2026 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”); 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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Exhibit 10.3

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SHAREHOLDER AGREEMENT

VME PROCESS, INC.

This Shareholder Agreement (this "Agreement") is entered into effective as of March 1, 2003, by and among VME PROCESS, INC., a Texas corporation (the "Company"), the shareholders of the Company listed on Exhibit "A" attached hereto, the spouses of such shareholders, and any persons who subsequently become parties to this Agreement pursuant to the terms hereof.

ARTICLE 1.

NATURE AND PURPOSES OF AGREEMENT

In an attempt to secure continuity and stability of policy and management of the Company, it is in the best interests of all parties to this Agreement to restrict the transfer of Shares under certain circumstances, to preserve the closely-held nature of the Shares and to establish a plan for the purchase of Shares upon a shareholder’s bankruptcy, divorce, creditor lien, death (including the death of a shareholder's spouse) or other event as may be specifically set forth herein.

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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 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 $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 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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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”)

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Whereas, the Personal Loan agreement with a principal amount of $200,000.00 dated April 27, 2026, (the “Loan Agreement”) incorrectly identified the Lender as VINSON SHEA HOLDINGS, LTD; and

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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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Second Amendment to Loan

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This Second Amendment to the Personal Loan is entered into as of August 3, 2026, by and between VINSON SHEA 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 dated December 18, 2025, (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 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 the IPO;

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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 principal amount of $198,134.00 dated March 10, 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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First Amendment to Loan

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 $200,000.00 dated April 27, 2026, (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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First Amendment to Loan

This First Amendment to the Personal Loan is entered into as of August 3, 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 $250,000.00 dated June 26, 2026, (the “Loan Agreement”); and

Whereas, the Lender and Borrower desire to extend the term and maturity date of the loan; and

Whereas, the Lender and Borrower no longer desire to accelerate the 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 Terms of the Loan Agreement as follows:

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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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