Browse EX-10 agreements

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (this “Agreement”) is entered into as of August 26, 2026 (the “Effective Date”), by and between Alphega Innovations Corp., a Wyoming corporation with its principal executive offices at 30 N Gould St., Ste R, Sheridan, Wyoming 82801 (the “Company”), and Luis Carlos Ung (“Executive”).

The Company acknowledges that Executive has provided services to the Company since July24, 2024 and was formally appointed Chief Executive Officer on September 23, 2024 (the “CEO Appointment Date”).

WHEREAS, the Company desires to employ Executive in the position of Chief Executive Officer on the terms and conditions set forth in this Agreement;

WHEREAS, Executive desires to accept employment with the Company on the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the respective covenants and commitments of the parties set forth in this Agreement and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

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EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (this “Agreement”) is entered into as of August 26, 2026 (the “Effective Date”), by and between Alphega Innovations Corp., a Wyoming corporation with its principal executive offices at 30 N Gould St., Ste R, Sheridan, Wyoming 82801 (the “Company”), and Shabnoor Shah (“Executive”).

The Company acknowledges that Executive has provided services to the Company since July24, 2024 and was formally appointed Chief Operating Officer on September 23, 2024 (the “COO Appointment Date”).

WHEREAS, the Company desires to employ Executive in the position of Chief Operating Officer on the terms and conditions set forth in this Agreement;

WHEREAS, Executive desires to accept employment with the Company on the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the respective covenants and commitments of the parties set forth in this Agreement and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

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TRADEMARK LICENSE AGREEMENT

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This Trademark License Agreement is entered into as of August 27, 2026 by and between:

NorthStrive Companies Inc., a California corporation, with an address at 120 Newport Center Drive, Suite 250, Newport Beach, CA 92660 (“Licensor”); and

PMGC Holdings Inc., a Nevada corporation, with its principal office at 120 Newport Center Drive, Suite 249, Newport Beach, CA 92660 (“Licensee”).

Licensor and Licensee may each be referred to as a “Party” and collectively as the “Parties.”

1. Ownership of the NorthStrive Marks

Licensor is the sole owner of the name and trademark NORTHSTRIVE, together with all related trademarks, service marks, trade names, logos, applications, registrations and associated goodwill used or owned by Licensor collectively, the “NorthStrive Marks.” The registration certificate for the NorthStrive trademark is attached with Schedule A.

Nothing in this Agreement transfers any ownership interest in the NorthStrive Marks to Licensee or any of its subsidiaries.

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THE EXCHANGE CONTEMPLATED HEREIN IS INTENDED TO COMPORT WITH THE REQUIREMENTS OF SECTION 3(a)(9) OF THE SECURITIES ACT OF 1933, AS AMENDED.

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Exchange Agreement

This Exchange Agreement (this “Agreement”) is entered into as of August 21, 2026 by and between PMGC Holdings Inc., a Nevada corporation (“Company”), and Streeterville Capital, LLC, a Utah limited liability company (“Investor”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement (as defined below).

A. Pursuant to that certain Securities Purchase Agreement dated September 23, 2025 between Company and Investor (the “Purchase Agreement”), Company issued to Investor that certain Secured Pre-Paid Purchase #2 in the original principal amount of $3,278,700.00 dated January 7, 2026 (“PPP #2”).

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NOTICE OF GRANT OF RESTRICTED STOCK UNIT AWARD

2020 PERFORMANCE INCENTIVE PLAN

Name of Grantee:	[________]
Total Number of Stock Units Subject to this Grant1:	[_____]
Date of Grant:	[______], 20[__]

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NOTICE OF GRANT OF PERFORMANCE STOCK UNIT AWARD

(RELATIVE TSR)

2020 PERFORMANCE INCENTIVE PLAN

Name of Grantee:	[________]
Total Target Number of Stock Units Subject to this Grant1:	[_____]
Date of Grant:	[______], 20[__]

This Notice evidences that you have been granted an award of performance stock units (the “Stock Units”) of Lantronix, Inc. (the “Company”) as to the “total target” number of Stock Units set forth above. Between zero percent (0%) and two hundred percent (200%) of the “total target” number of Stock Units will become vested in accordance with the performance-based vesting requirements set forth in the Terms (as defined below).

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SUMMARY OF LANTRONIX, INC. ANNUAL BONUS PROGRAM

1. Purpose and Effective Date.

This Summary sets forth the terms and conditions of the Lantronix, Inc. Annual Bonus Program (the “Bonus Program”). It is a performance-based bonus program for the benefit of employees of Lantronix, Inc., a Delaware corporation (“Lantronix”), and any subsidiaries of Lantronix that are selected for participation as provided herein (“Participants”). The Bonus Program is designed to encourage Participants to perform in a satisfactory manner over the course of Lantronix’ fiscal year, which ends on June 30 of each year (“fiscal year”). The Bonus Program is intended to qualify as a compensation or bonus plan that is exempt from the application of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended, by reason of Section 3 of such Act. Unless otherwise noted, the term the “Company” refers to Lantronix and/or any of its subsidiaries, as applicable.

2. Eligibility and Participation.

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NOTICE OF GRANT OF PERFORMANCE STOCK UNIT AWARD

(FINANCIAL PERFORMANCE)

2020 PERFORMANCE INCENTIVE PLAN

Name of Grantee:	[________]
Total Target Number of Stock Units Subject to this Grant1:	[_____]
Date of Grant:	[______], 20[__]

This Notice evidences that you have been granted an award of performance stock units (the “Stock Units”) of Lantronix, Inc. (the “Company”) as to the “total target” number of Stock Units set forth above. Between zero percent (0%) and two hundred percent (200%) of the “total target” number of Stock Units will become vested in accordance with the performance-based vesting requirements set forth in the Terms (as defined below).

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TERMINATION AGREEMENT

This Termination Agreement (this “Agreement”), dated as of August 27, 2026, is made and entered into by and among Element Solutions Inc, a Delaware corporation (the “Company”), Solstice Advanced Materials Inc., a Delaware corporation (“Parent”), Solar Merger Sub One Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub One”), Solar Merger Sub Two LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Parent (“Merger Sub Two”) (together with Merger Sub One, the “Merger Subs” and, together with the Company, Parent and the Merger Subs, the “Parties” and each, a “Party”). Capitalized terms used but not defined herein have the respective meanings given to them in that certain Agreement and Plan of Merger, dated as of July 6, 2026, by and among the Parties (the “Merger Agreement”).

WHEREAS, the Parties entered into the Merger Agreement;

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August 26, 2026

Nicholas C. Smith

VIA EMAIL/DOCUSIGN

Re:    Promotion and Retention Agreement

Dear Nick,

As you know, you are currently employed at Alto Neuroscience, Inc. (the “Company”) as Chief Financial Officer and Chief Business Officer pursuant to the terms of an offer letter dated November 20, 2023, as amended by a letter agreement dated January 16, 2024 (together, the “Offer Letter”). Effective as of August 26, 2026 (the “Effective Date”), you are being promoted to President and Chief Financial Officer. In connection with this promotion, the Company is offering you the enhanced compensation terms set forth in this Promotion and Retention Agreement.

You are eligible to earn a retention payment equal to $6,000,000 (the “Retention Payment”). The Retention Payment will be paid in two installments: 50% of the Retention Payment ($3,000,000) will be paid within ten (10) days after the Effective Date, and the second 50% ($3,000,000) will be paid on the one-year anniversary of the Effective Date. Both payments will be subject to standard deductions and withholdings.

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CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. REDACTED INFORMATION HAS BEEN MARKED AS “[REDACTED]”.

Form of Increase Confirmation

	To:	**The Hongkong and Shanghai Banking Corporation Limited, Singapore Branch **as Facility Agent

From:	**CADELER A/S **as Borrower
Dated:	21 May 2026

Dear Sirs

**Cadeler ****- Facility Agreement dated 24 November 2025 (the Facility Agreement)**

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Execution Version

AMENDMENT LETTER

PRIVATE & CONFIDENTIAL

	From:	The Hongkong and Shanghai Banking Corporation Limited, Singapore Branch as facility agent under the Facility Agreement (defined below) (the Facility Agent)

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