Browse EX-10 agreements

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (the “Agreement”) is entered into and executed as of June 11, 2026 (the “Execution Date”), by and between Stewards, Inc., a Nevada corporation (the

“Company”), and Katy Murless (“Executive”). This Agreement shall be effective as of June 1, 2026 (the “Effective Date”).

RECITALS

WHEREAS, Executive was previously employed by Favo Capital, Inc. (now known as Stewards, Inc.) pursuant to that certain Employment Agreement dated September 1, 2025 (the “Prior Agreement”);

WHEREAS, the Company has changed its name from Favo Capital, Inc. to Stewards, Inc. and is advancing toward a NASDAQ uplisting;

 

WHEREAS, the Board of Directors and Compensation Committee have approved updated compensation structures consistent with the Executive Compensation Program framework set forth in the memorandum dated October 23, 2025 (the “Compensation Program Memorandum”); and

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CHAIRMAN OF THE BOARD SERVICES AGREEMENT

This Chairman of the Board Services Agreement (the “Agreement”) is entered into as of June 11, 2026 (the “Execution Date”) by and between Stewards, Inc., a Nevada corporation (the “Company”), and Glen Steward (“Director”). This Agreement shall be effective as of June 1, 2026 (the “Effective Date”).

WHEREAS, Director previously served as Chief Strategy Officer of the Company (or its predecessor, Favo Capital, Inc.) pursuant to a prior employment agreement, which has been terminated or superseded;

WHEREAS, the Board of Directors of the Company (the “Board”) has previously appointed Director to serve as a member of the Board and currently as Chairman of the Board and;

 

WHEREAS, Director is not an employee of the Company and will serve in a non-employee capacity;

 

WHEREAS, Director is a significant shareholder of the Company and beneficial owner of certain affiliated entities, and the parties wish to address potential conflicts of interest in a transparent manner; and

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (the “Agreement”) is entered into and executed as of June 11, 2026 (the “Execution Date”), by and between Stewards, Inc., a Nevada corporation (the

“Company”), and Vaughan Korte (“Executive”). This Agreement shall be effective as of June 1, 2026 (the “Effective Date”).

RECITALS

WHEREAS, Executive previously entered into an Employment Agreement with Favo Capital, Inc. (now known as Stewards, Inc.) dated August 20, 2024 (effective June 1, 2024) and an Amendment to Employment Agreement dated March 1, 2025 (collectively, the “Prior Agreements”);

WHEREAS, the Company has changed its name from Favo Capital, Inc. to Stewards, Inc. and is advancing toward a NASDAQ uplisting;

WHEREAS, the Board of Directors and Compensation Committee have approved updated compensation structures consistent with the Executive Compensation Program framework set forth in the memorandum dated October 23, 2025 (the “Compensation Program Memorandum”); and

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TRANSITION AND SEPARATION AGREEMENT

This Transition and Separation Agreement (this “Agreement”) is made as of June 11, 2026 (the “Effective Date”), by and between Stewards, Inc., a Nevada corporation (the “Company”), and Vincent Napolitano (“Executive”). The Company and Executive are collectively referred to herein as the “Parties” and each individually as a “Party.”

 

RECITALS

WHEREAS, Executive was a founder of the Company and has served as its Chairman and Chief Executive Officer;

 

WHEREAS, the Company and Executive entered into that certain Employment Agreement dated August 20, 2024, with an effective date of June 1, 2023 (the “Employment Agreement”), pursuant to which Executive has been compensated under a W-2 employment arrangement;

 

WHEREAS, the Company and Favo Holdings, LLC entered into that certain Consulting Agreement dated October 25, 2024, with an effective date of June 1, 2023 (the “Consulting Agreement”), pursuant to which additional services have been provided and compensated;

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Exhibit 10.4

 

AMENDMENT NO. 1 TO THE TAX RECEIVABLE AGREEMENT

 

This AMENDMENT NO. 1 TO THE TAX RECEIVABLE AGREEMENT (this “Amendment”), by and between RE/MAX Holdings, Inc., a Delaware corporation (“Holdings”), and RIHI, Inc., a Delaware corporation (“RHINO”), dated as of April 26, 2026 (the “Effective Date”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Tax Receivable Agreement (as defined below).

 

WHEREAS, Holdings and RHINO entered into that certain Tax Receivable Agreement, dated as of October 7, 2013 (as may be amended, restated, supplemented or otherwise modified from time to time and together with the annexes, exhibits and schedules attached thereto, the “Tax Receivable Agreement”);

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Exhibit 10.3

 

VOTING AND SUPPORT AGREEMENT

 

This Voting and Support Agreement (this “Agreement”), dated as of April 26, 2026, is entered into by and among RE/MAX Holdings, Inc., a Delaware corporation (“Wildlife”), and each of the undersigned stockholders (each, the “Stockholder” and together, the “Stockholders”) of RIHI, Inc., a Delaware corporation (the “Company”).

 

WHEREAS, this Agreement is being entered into in connection with the transactions contemplated by the Agreement and Plan of Merger, dated as of the date hereof, by and among the Company, Wildlife and the other parties thereto (as the same may be amended, supplemented or modified, the “Merger Agreement”), and the Arrangement Agreement and Plan of Merger, dated as of the date hereof, by and among Wildlife, The Real Brokerage Inc., a company existing under the laws of the Province of British Columbia (“Wildlife Merger Parent”), and the other parties thereto (as the same may be amended, supplemented or modified, the “Wildlife Merger Agreement”);

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Exhibit 10.2

 

VOTING AND SUPPORT AGREEMENT

 

This Voting and Support Agreement (this “Agreement”), dated as of April 26, 2026, is entered into by and among RE/MAX Holdings, Inc., a Delaware corporation (the “Company”), The Real Brokerage Inc., a company existing under the laws of the Province of British Columbia (“Parent”), and each of the undersigned stockholders (each, the “Stockholder” and together, the “Stockholders”) of the Company.

 

WHEREAS, this Agreement is being entered into in connection with the transactions contemplated by the Arrangement Agreement and Plan of Merger, dated as of the date hereof, by and among the Company, Parent and the other parties thereto (as the same may be amended, supplemented or modified, the “Merger Agreement”) and the Agreement and Plan of Merger, dated as of the date hereof, by and among the Company, RIHI, Inc. (“Rhino”) and the other parties thereto (as the same may be amended, supplemented or modified, the “Rhino Merger Agreement”);

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Exhibit 10.1

 

VOTING AND SUPPORT AGREEMENT

 

This Voting and Support Agreement (this “Agreement”), dated as of April 26, 2026, is entered into by and among RE/MAX Holdings, Inc., a Delaware corporation (the “Company”), The Real Brokerage, Inc., a company existing under the laws of the Province of British Columbia (“Parent”) and each of the undersigned shareholders (each, the “Shareholder” and together, the “Shareholders”) of Parent.

 

WHEREAS, this Agreement is being entered into in connection with the transactions contemplated by the Arrangement Agreement and Plan of Merger, dated as of the date hereof, by and among the Company, Parent and the other parties thereto (as the same may be amended, supplemented or modified, the “Merger Agreement”);

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FORM OF AMENDMENT TO SECURITIES PURCHASE AGREEMENT

 

THIS AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of June 5, 2026, is made by and between Robo.ai, Inc., a company organized in the Cayman Islands (the “Company”), and each of the investors listed on the signature page hereto (individually, a “Buyer” and collectively, the “Buyers”).

 

WHEREAS, on December 10, 2025, the Company and the Buyers entered into that certain Securities Purchase Agreement (the “Securities Purchase Agreement”) pursuant to which, among other things, the Company agreed to issue and sell, and the Buyer agreed to purchase, certain securities of the Company; all capitalized terms used, but not otherwise defined, herein shall have the respective meanings set forth in the Securities Purchase Agreement; and

 

WHEREAS, the Company and the Buyers desire to amend the Securities Purchase Agreement as set forth herein.

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[FORM OF THIRD SENIOR CONVERTIBLE PROMISSORY NOTE]

**NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE, INCLUDING SECTIONS 3(c)(iii) AND 20(a) HEREOF. THE PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE AND, ACCORDINGLY, THE SECURITIES ISSUABLE UPON CONVERS

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FORM OF AMENDMENT TO SECURITIES PURCHASE AGREEMENT

 

THIS AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of June 5, 2026, is made by and between Robo.ai, Inc., a company organized in the Cayman Islands (the “Company”), and each of the investors listed on the signature page hereto (individually, a “Buyer” and collectively, the “Buyers”).

 

WHEREAS, on December 10, 2025, the Company and the Buyers entered into that certain Securities Purchase Agreement (the “Securities Purchase Agreement”) pursuant to which, among other things, the Company agreed to issue and sell, and the Buyer agreed to purchase, certain securities of the Company; all capitalized terms used, but not otherwise defined, herein shall have the respective meanings set forth in the Securities Purchase Agreement; and

 

WHEREAS, the Company and the Buyers desire to amend the Securities Purchase Agreement as set forth herein.

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Partnership Agreement

 

This Partnership Agreement (“Agreement”) is made and entered into on October 9th, 2025 (“Effective Date”) in Dubai, United Arab Emirates.

BY AND BETWEEN

 

A. Astra Mobility Meta (Cayman) Limited, a Cayman incorporated company and wholly owned by Robo.ai Inc. (“Robo.ai”), incorporated and registered in Dubai, having its registered office at Palm Grove Unit 4, 265 Smith Road, George Town, P.O. Box 52A Edgewater Way, #1653, Grand Cayman KY1-9006, Cayman Islands (hereinafter referred to as “Astra”, a term which includes its successors and assigns);

 

AND,

 

B. W Motors Automotive Group Holding Limited Dubai Branch, a company incorporated and registered in Dubai and operating in W Motors HQ, Plot 07-036, Dubai Silicon Oasis, Dubai, United Arab Emirates (hereinafter referred to as “W Motors”, a term which includes its successors and assigns).

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