Browse EX-10 agreements

INDEPENDENT CONTRACTOR AGREEMENT

This Independent Contractor Agreement (the “Agreement”) is made and entered into as of this August 26, 2026 by and between iSpecimen Inc., a Delaware corporation, and Shahin Behroyan Lim (the “Contractor”) through his personal corporation,1605811 BC Ltd., a company incorporated under the laws of the Province of British Columbia, Canada.

	1.	Engagement and Scope of Services

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SHARE PURCHASE AGREEMENT

This Share Purchase Agreement (this “Agreement”) is made and entered into as of August 31, 2026, by and between Sono Group N.V., a public company with limited liability under Dutch law (naamloze vennootschap), (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

RECITALS

WHEREAS, the parties desire that, upon the terms and subject to the conditions and limitations set forth herein, the Company desires to issue and sell to the Purchasers, and the Purchasers desire to purchase from the Company, an aggregate of 283,500 Ordinary Shares of the Company as more fully described in this Agreement (the “Purchased Shares”); and

WHEREAS, such sale of the Purchased Shares by the Company to the Purchasers will be made pursuant to an effective registration statement on Form S-3 previously filed by the Company with the Commission under the Securities Act.

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AMENDMENT NO. 2 TO AMENDED AND

RESTATED EMPLOYMENT AGREEMENT

This Amendment No. 2 (the “Second Amendment”) is made and entered into as of the last date that appears below the parties’ signature lines on the last page of this Amendment, by and between Coffee Holding Co., Inc. (“Company”) and Mr. Andrew Gordon, an individual, (the “Executive”) (each individually, a “Party,” and collectively, the “Parties”).

WHEREAS, the Company and Executive entered into that certain Amended and Restated Employment Agreement, dated April 11, 2008 (the “2008 Agreement”);

WHEREAS, the Company and Executive entered into that certain Amendment No. 1 to the 2008 Agreement, dated February 26, 2026 (the “First Amendment”);

WHEREAS, the Parties wish to further amend the 2008 Agreement, as amended by the First Amendment (the “Employment Agreement”), as set forth herein; and

WHEREAS, the defined terms in the Employment Agreement shall have the same meaning as in the Employment Agreement when used in this Second Amendment.

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**AMERICOLD LOGISTICS LLC **

**AMENDED AND RESTATED EXECUTIVE SEVERANCE BENEFITS PLAN **

(Amendment and Restatement Effective August 25, 2026)

The purpose of this Americold Logistics, LLC Amended and Restated Executive Severance Benefits Plan (“Plan”) is to assist eligible employees whose employment with Americold Logistics, LLC (the “Company”) or any of its Affiliates is terminated due to an involuntary termination without Cause or a resignation for Good Reason (as such terms are defined below), or other similar circumstances, as determined in the Plan Administrator’s sole discretion, as well as similar circumstances which occur in connection with a Change in Control (as defined below). The Plan was initially effective as of February 24, 2022 (“Effective Date”), amended to make certain clarifications as of December 9, 2024 and amended and restated as of August 25, 2026. For avoidance of doubt, Executives hired before the Effective Date of this Plan are not eligible for and specifically excluded from participation in this Plan and severance benefits, if any, are outlined in

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CONSULTING AND CONTRACTOR AGREEMENT

THIS CONSULTING AND CONTRACTOR AGREEMENT (“Agreement”) is entered by and between Asbury Automotive Group, Inc. (“Asbury” or “the Company”) and Jed M. Milstein (“Contractor” or “Milstein”), effective as of the date of the final signature below. Asbury and Contractor may each sometimes be referred to herein as a “Party” and together as the “Parties.”

WHEREAS, Milstein’s employment with Asbury Automotive Group, Inc. ended on August 19, 2026 (the “Separation”);

WHEREAS, the Company and Milstein are parties to a Severance Pay Agreement for Key Employee (the “Severance Pay Agreement”) dated February 21, 2017 relating, in part, to certain rights and obligations of the parties on the separation of Milstein’s employment with Company;

WHEREAS, Milstein executed a General Full and Final Release Agreement on August 24, 2026 (the “Release Agreement); and

WHEREAS, the Company wishes to engage Milstein as a Contractor to provide human resources consulting and advisory services to the Company and its Human Resources Department;

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EXECUTIVE EMPLOYMENT AGREEMENT

between

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**KAINAN SDN BHD
**(Company Registration No.: 776506-W)

and

WHITNEY TAN ANN NEE

(NRIC: 791114-08-5780)

DATED 01st JANUARY 2025

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**THIS EXECUTIVE EMPLOYMENT AGREEMENT **(the **“Agreement”) **is made on 01st of January 2025

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BETWEEN:

	1)	Kainan Sdn Bhd (Company Registration No.: 776506-W), incorporated in No.20-2F, Jalan Setia Perdana BF U13/BF Bandar Setia Alam Seksyen U13 40170 Shah Alam Selangor Malaysia. (the **“Company”) **on the first part;

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AND

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CODE OF BUSINESS CONDUCT AND ETHICS OF

Kainan Holding Group Ltd

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INTRODUCTION

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Purpose

This Code of Business Conduct and Ethics (this “Code”) contains general guidelines for the conduct of business of Kainan Holding Group Ltd, a British Virgin Islands business company limited by shares (the “Company”), consistent with the highest standards of business ethics. To the extent where this Code requires a higher standard than required by commercial practice or applicable laws, rules or regulations, we shall adhere to these higher standards.

This Code applies to all the directors, officers, and employees of the Company and its subsidiaries (which, unless the context otherwise requires, are collectively referred to as the “Company” in this Code). We refer to all persons covered by this Code as “Company employees” or simply “employees.” We also refer to our Managing Director and Chief Executive Officer (principal executive officer) and our Chief Financial Officer (principal financial officer) collectively as our “principal financial officers.”

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EXECUTIVE EMPLOYMENT AGREEMENT

between

** **

**KAINAN SDN BHD
**(Company Registration No.: 776506-W)

and

** **

PANG EE XUAN

****(NRIC: 971212-04-5270)

DATED 01st JANUARY 2025

**THIS EXECUTIVE EMPLOYMENT AGREEMENT **(the **“Agreement”) **is made on 01st of January 2025

** **

BETWEEN:

	1)	Kainan Sdn Bhd (Company Registration No.: 776506-W), incorporated in No.20-2F, Jalan Setia Perdana BF U13/BF Bandar Setia Alam Seksyen U13 40170 Shah Alam Selangor Malaysia. (the **“Company”) **on the first part;

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AND

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AUDIT COMMITTEE CHARTER

OF

Kainan Holding Group Ltd

This Audit Committee Charter (the “Charter”) was adopted by the Board of Directors (the “Board”) of Kainan Holding Group Ltd, a British Virgin Islands business company limited by shares (the “Company”), on [*], 2026, and shall become effective immediately.

I. Purpose

The purpose of the Audit Committee (the “Committee”) is to oversee the accounting and financial reporting processes of the Company and the audits of the financial statements of the Company. The Committee assists the Board with its oversight responsibilities regarding: (i) the integrity of the Company’s financial statements; (ii) the Company’s compliance with legal and regulatory requirements; (iii) the independent auditor’s qualifications and independence; and (iv) the performance of the Company’s internal audit function and independent auditor. The Committee shall prepare the report required by the rules of the Securities and Exchange Commission (the “SEC”) to be included in the Company’s annual report on Form 20-F.

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SJPP

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STRICTLY PRIVATE & CONFIDENTIAL

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Ref No.: GCA/COMM-C5/TPY/23/288/LO

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4 July 2023

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KAINAN SDN BHD (“Borrower”)

No.20-2F, Jalan Setia Perdana BF U13/BF,

Seksyen U13,

Bandar Setia Alam,

40170 Shah Alam,

Selangor.

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Dear Sirs,

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Re: CREDIT FACILITIES

We are pleased to offer the following Credit Facilities subject to the terms and conditions stated herein:-

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**COMPENSATION COMMITTEE CHARTER **

OF

KAINAN HOLDING GROUP LTD

This Compensation Committee Charter (the “Charter”) was adopted by the Board of Directors (the “Board”) of Kainan Holding Group Ltd., a British Virgin Islands business company limited by shares (the “Company”), on [*], 2026, and shall become effective immediately.

I. Purpose

The purpose of the Compensation Committee (the “Committee”) is (i) to assist the Board in discharging the Board’s responsibilities relating to compensation of the Company’s executive officers, including reviewing and evaluating and, if necessary, revising the compensation plans, policies, and programs of the Company adopted by management, and (ii) to review and approve the disclosure of executive compensation for inclusion in the Company’s annual report on Form 20-F filed with the U.S. Securities and Exchange Commission (the “SEC”) in accordance with applicable rules and regulations. The Committee shall ensure that compensation programs are designed to encourage high performance, promote accountability, and assure that em

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**NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER **

OF

Kainan Holding Group Ltd.

This Nominating and Corporate Governance Committee Charter (the “Charter”) was adopted by the board of directors (the “Board”) of Kainan Holding Group Ltd., a British Virgin Islands business company (the “Company”), on [*], 2026, and shall become effective immediately.

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I. Purpose

The purpose of the Nominating and Corporate Governance Committee (the “Committee”) is to assist the Board in discharging the Board’s responsibilities regarding:

1. identification, review and evaluation of candidates to serve on the Board consistent with criteria approved by the Board, and recommendation of qualified director nominees to be elected at the next annual meeting of shareholders (or special meeting of shareholders at which directors are to be elected);

2. identification, review and evaluation of candidates to serve on the Board consistent with criteria approved by the Board, and recommendation of qualified candidates to fill any vacancies on the Board;

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