Browse EX-10 agreements

EXTENSION TO EMPLOYMENT AGREEMENT

This Extension to Employment Agreement (the “Extension”) effective as of July 1, 2026, between Anil R. Diwan, c/o NanoViricides, Inc., 1 Controls Drive, Shelton, CT 06484 (“Employee”), and NanoViricides, Inc., a corporation with offices at 1 Controls Drive, Shelton, CT 06484 (“the Company,” and collectively with the Employee, the “Parties”).

**WHEREAS, **the Parties entered into that certain Employment Agreement on July 11, 2018 which was extended and expired pursuant to its terms on June 30, 2026 (the “Employment Agreement”);

WHEREAS, the parties hereto desire to extend the term of the Employment Agreement and to add to and/or revise the terms and conditions of the Employment Agreement; and

WHEREAS, the Parties hereto desire that all other terms and conditions of the Employment Agreement not specifically amended hereby will remain in full force and effect;

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EXTENSION TO CHIEF FINANCIAL OFFICER EMPLOYMENT AGREEMENT

This Extension to Employment Agreement (the “Extension”) effective as of July 1, 2026, between MEETA VYAS, c/o NanoViricides, Inc., 1 Controls Drive, Shelton, CT 06484 (“Employee”), and NanoViricides, Inc., a corporation with offices at 1 Controls Drive, Shelton, CT 06484 (“the Company,” and collectively with the Employee, the “Parties”).

**WHEREAS, **the Parties entered into that certain Employment Agreement on May 31, 2013, which as, extended, expired pursuant to its terms on June 30, 2026 (the “CFO Employment Agreement”);

WHEREAS, the parties hereto desire to extend the term of the CFO Employment Agreement and to add to and/or revise the terms and conditions of the CFO Employment Agreement; and

WHEREAS, the Parties hereto desire that all other terms and conditions of the CFO Employment Agreement not specifically amended hereby will remain in full force and effect;

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	Banking relationship 0247 00554949
	(for internal bank use only)

UBS Switzerland AG

Casella Postale 1064

6830 Chiasso

Tel. +41-91-801 66 88

ubs.com

Credit Agreement

UBS Corporate Financing

1.	Borrower NAIE Natural Alternatives International Europe SA Via Cantonale 6928 Manno (hereinafter referred to as the ‘Borrower’)

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September 25, 2026

Attn: Joseph N. Forkey

Precision Optics Corporation, Inc.

22 East Broadway

Gardner MA 01440

RE:          FY 6/30/2026 Covenant Waiver - #6180851, #6180861 & #630006379

Dear Mr. Forkey,

Precision Optics Corporation, Inc. has relayed it will not meet its minimum annual debt service coverage covenant of 1.20x for the reporting period ending June 30, 2026, as defined in the loan and security agreement, dated October 4, 2021 and amended June 2, 2023, and other documents related to Borrower loans.

Main Street Bank herein agrees that the Borrower’s Minimum Annual Debt Service Coverage Ratio Covenant Default for the reporting period ending June 30, 2026, is hereby waived, and that the Borrower’s Minimum Annual Debt Service Coverage Ratio Covenant for future reporting periods is hereby waived subject to the following:

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**THIRD AMENDMENT **

**TO **

LOAN AGREEMENT

This Third Amendment is made as of September 25, 2026, by and between **PRECISION OPTICS CORPORATION, INC., **a Massachusetts corporation with its principal place of business at 22 East Broadway, Gardner, Massachusetts 01440 (the "Borrower") and **MAIN STREET BANK, **a Massachusetts bank with a principal place of business at 81 Granger Boulevard, Marlborough, Massachusetts 01752 (the "Bank").

**WHEREAS, **the Borrower entered into a Loan Agreement with the Bank dated as of October 4, 2021, as amended by a First Amendment dated as of May 17, 2022, and a Second Amendment dated as of June 2, 2023 (as amended, the "Loan Agreement") in connection with a $500,000 revolving line of credit loan facility, increased by way of the Second Amendment to $1,250,000, and a $2,600,000 term loan facility; and

**WHEREAS, **the Borrower has requested a DSCR Covenant Waiver for FYE 6/30/2026 and the Bank has consented to said waiver;

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Management Incentive Plan

Employees in Job Levels M9 & Above

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Objective

The purpose of the Management Incentive Plan (the “Plan”) is to reinforce individual employee behaviors that contribute to the mission, values, growth and profitability of Vail Resorts, Inc. and its wholly owned subsidiaries (collectively, the “Company”) by:

Rewarding and recognizing performance in one or more of the following areas:

•Financial results for each fiscal year compared to targets determined at the beginning of each fiscal year. Such results and targets are defined in the Plan Funding section.

•Individual employee performance, including adherence to the Company’s mission and values.

Effective Dates

The Plan is effective August 1, 2026 and will remain in effect until amended or terminated. The “Plan Year” will run concurrently with the Company’s fiscal year (August 1 to July 31).

Eligibility

All full-time employees of the Company at job levels M9 and above as identified in the Company’s job architecture are eligible to participate in the Plan.

Plan Funding

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LOAN AND SECURITY AGREEMENT

THIS LOAN AND SECURITY AGREEMENT (including all schedules, exhibits and a ppendices attached or otherwise identified therewith, as amended, modified or restated from time to time, this “Agreement”) dated as of MARCH 17, 2026 (the”Effective Date”), is between (a) ALTRIARCH HOLDINGS SPV, LLC, a Dela ware limited lia bility company (together with its successors and a ssigns, “Lender”) and (b) (i) ZIRCON CORPORATION, a Ca lifornia corporation (“Zircon”) and (ii) ZRCN INC. a Delaware corporation (“ZRCN” and together with Zircon, jointly and severally, “Debtor”).

RECITALS

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WHEREAS, Obligor (a ) has determined that Obligor will benefit specifically and materially from the Credit Facility contemplated by this Agreement, and (b) has requested and bargained for the structure, termsand obligations set forth in the Loan Documents.

WHEREAS, Lender is willing to make the Credit Facility available upon and subject to the provisions, terms and conditions set forth in the Loan Documents.

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September 9, 2026

ZIRCON CORPORATION

1580 Dell Avenue

Campbell, CA 95008 Attention: John Stauss

ZRCN INC.

1580 Dell Avenue

Campbell, CA 95008 Attention: John Stauss

Re: LOAN AND SECURITY AGREEMENT (as amended, modified or restated from time to time, this “Agreement”) dated as of MARCH 17, 2026 by and between (a) ALTRIARCH HOLDINGS SPV, LLC, a Delaware limited liability company (together with its successors and assigns, “Lender”), and (b) (i) ZIRCON CORPORATION, a California corporation (“Zircon”) and (ii) ZRCN INC., a Delaware corporation (“ZRCN” and together with Zircon, jointly and severally, “Debtor”). All terms not otherwise defined herein shall have the meaning set forth in the Agreement.

Dear Sirs:

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INCENTIVE STOCK OPTION AGREEMENT

UNDER THE EXASCALE LABS HOLDINGS INC.

2026 OMNIBUS EQUITY INCENTIVE PLAN

Name of Optionee:
No. of Option Shares:
Option Exercise Price per Share:
Grant Date:
Expiration Date:

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EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”) is entered into as of September 28, 2026 (the “Execution Date”), by and between Exascale Labs Holdings Inc., a Delaware corporation (the “Company”), and Hoansoo Lee (the “Executive”).

The Company and the Executive are sometimes referred to individually as a “Party” and collectively as the “Parties.”

Notwithstanding the Execution Date, the Parties expressly agree that the Executive’s employment with the Company commenced and shall be deemed effective as of August 27, 2026 (the “Employment Effective Date”), which is the date on which the Company’s business combination closed.

1.	Employment

	1.1.	Position

The Company hereby employs the Executive as its Chief Executive Officer (“CEO”), and the Executive hereby accepts such employment, subject to the terms and conditions of this Agreement.

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EXASCALE LABS HOLDINGS INC.

NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

Exascale Labs Holdings Inc., a Delaware corporation (the “Company”), believes that the granting of cash and equity compensation to the members of its Board of Directors (the “Board,” and members of the Board, the “Directors”) represents an effective tool to attract, retain and reward Directors who are not employees of the Company (the “Non-Employee Directors”). This Non-Employee Director Compensation Policy (this “Policy”) is intended to formalize the Company’s policy regarding cash compensation and grants of equity to its Non-Employee Directors. Unless otherwise defined herein, capitalized terms used in this Policy will have the meaning given such term in the Exascale Labs Holdings Inc. 2026 Omnibus Equity Incentive Plan (the “Plan”). Each Non-Employee Director will be solely responsible for any tax obligations incurred by such Non-Employee Director as a result of the cash payments paid and equity awards granted to such Non-Employee Director under this Policy.

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EXASCALE LABS HOLDINGS INC.   |   EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”) is entered into as of September 25, 2026 (the “Effective Date”), by and between Exascale Labs Holdings Inc., a Delaware corporation (the “Company”), and Jake Carney (the “Executive”).

The Company and the Executive are sometimes referred to individually as a “Party” and collectively as the “Parties.”

1.	Employment

	1.1.	Position

The Company hereby employs the Executive as its Chief Financial Officer (“CFO”), and the Executive hereby accepts such employment, subject to the terms and conditions of this Agreement.

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