Browse EX-10 agreements

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March 10, 2026

VME Process, Inc.

3300 S Broadway Ave

Suite 205

Tyler, Texas 75701

Personal Loan

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As agreed, VINSON SHEA HOLDINGS, LTD (“VSH”) will grant VME PROCESS INC (“VME”) a loan under the following terms and conditions:

Effective Date:	March 10, 2026 (funding date)
Amount	$198,134.00 USD
Term:	90 days
Interest:	Fixed annual percentage rate of 8.5%, compounded monthly.

VME agrees to repay VSH the principal amount plus all accrued interest at the end of the term.

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First Amendment to Loan

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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 $900,000.00 dated December 20, 2025, (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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Exhibit 10.5

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	MEMORANDUM OF UNDERSTANDING

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MEMORANDUM OF UNDERSTANDING

among

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MODEC Offshore Production Systems

(Singapore) Pte. Ltd.

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Offshore Frontier Solutions Pte Ltd.

and

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VME Process, Inc

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	Page 1 of 31

	MEMORANDUM OF UNDERSTANDING

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Bonus Agreement Key Terms

FOR VALUE RECEIVED, including an Employment Contract through Deel Brasil Assessoria Empresarial LTDA, (“Employment Agreement”), VME PROCESS INC. (“Company”) and MARCELO MALERBA (“Employee”), together referred to as “Parties”, hereby agree to the additional bonus agreement key terms outlined below whereby Employee may earn additional compensation under certain conditions. The terms of this agreement will be incorporated into a formal agreement.

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Bonus

New Customer:

Employee shall earn a bonus of 4% of the gross margin for projects sold to new customers with a gross margin of 21%. Company and Employee may agree to reduce the gross margin, with a bonus reduction of 0.33% for each 1% reduction in gross margin. Bonus payments will be calculated and paid as follows: 2% of as-sold gross margin to be paid after the receipt of the first milestone payment. 2% of final gross margin to be paid after delivery of project per the contract terms.

Bonus Adjustments:

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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 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 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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April 27, 2026

VME Process, Inc.

3300 S Broadway Ave

Suite 205

Tyler, Texas 75701

Personal Loan

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As agreed, VINSON SHEA HOLDINGS, LTD (“VSH”) will grant VME PROCESS INC (“VME”) a loan under the following terms and conditions:

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 VSH the principal amount plus all accrued interest at the end of the term.

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**WARRANT TO PURCHASE COMMON SHARES **

1. Issuance. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by BirchBioMed Inc., a British Columbia corporation (“Company”); Streeterville Capital, LLC, a Utah limited liability company (“Investor”), is hereby granted the right to purchase a number of fully paid and non-assessable Common Shares equal to $8,000,000.00 divided by the Nasdaq Valuation Price (the “Warrant Shares”), pursuant to the terms and conditions of this Warrant to purchase Common Shares (this “Warrant”). Certain capitalized terms used herein are defined in Attachment 1 attached hereto and incorporated herein by this reference. Moreover, to the extent any defined terms herein are defined in any other Transaction Document (as so noted herein), such defined term shall remain applicable in this Warrant even if the other Transaction Document has been released, satisfied, or is otherwise cancelled. All references to $ or dollars herein are to United States dollars.

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PRE-PAID PURCHASE #1

_______, 2026		U.S. $5,425,000.00

FOR VALUE RECEIVED, BirchBioMed Inc., a British Columbia corporation (“Company”), promises to pay to Streeterville Capital, LLC, a Utah limited liability company (“Investor”), $5,425,000.00 and any interest, fees, charges, and late fees accrued hereunder in accordance with the terms set forth herein and to pay interest on the Outstanding Balance at the rate of eight percent (8%) per annum from the Purchase Price Date until the same is paid in full. All interest calculations hereunder shall be computed on the basis of a 360-day year comprised of twelve (12) thirty (30) day months, shall compound daily and shall be payable in accordance with the terms of this Pre-Paid Purchase #1 (this “Pre-Paid Purchase”), which is issued and made effective as of __________, 2026 (the “Effective Date”). This Pre-Paid Purchase is issued pursuant to that certain Securities Purchase Agreement dated October 1,

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LOCK-UP AND LEAK-OUT AGREEMENT

[     ], 2026

Re: Direct Listing of Shares of Common Stock of BirchBioMed Inc.

Ladies and Gentlemen:

BirchBioMed Inc., a British Columbia corporation (the “Company”) is delivering this Lock-Up and Leak-Out Agreement (the “Agreement”) to you, the undersigned party (referred to herein as the “Undersigned”) in connection with the direct listing of the shares of common stock, no par value per share (the “Common Shares”), of the Company on the Nasdaq Global Market (the “Direct Listing”).

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Certain information in this Exhibit marked [*] has been excluded from the exhibit because it is both (i) not material and (ii) is the type that the company treats as private or confidential.

Form of INDEMNIFICATION Agreement

This Agreement is made as of the [●] day of [●], [●].

BETWEEN:

BIRCHBIOMED Inc., a company incorporated under the Business Corporations Act (British Columbia) (the “Act”) and having its head office address of 130 Kingscross Drive, King City, Ontario, Canada L7B 1E6

(the “Company”)

AND

[●], an individual having an address for mailing at [●]

(the “Indemnified Party”)

WHEREAS:

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CONFIDENTIAL

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October 2, 2026

BirchBioMed Inc.

130 Kingcross Drive

Canada L7B 1E6

905-833-3414

Dear Mr. Miller,

This agreement (the “Agreement”) constitutes the agreement between BirchBioMed, Inc., corporation created and existing under the laws of the Province of British Columbia (the “Company”), and Maxim Group, LLC (“Maxim” or the “Lead Manager”), that Maxim shall serve as the exclusive lead placement agent for the Company, on a “reasonable best efforts” basis (a “Placement”), in connection with the proposed offerings of securities (the “Securities”) of the Company. The terms of such Placement and the Securities shall be mutually agreed upon by the Company and the Lead Manager and, if a direct placement, the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein grants Maxim the power or authority to bind the Company or any Purchaser or creates an obligation for the Company to issue any Securities or complete the Placement. This Agreement and the documents executed and delivered by the Company and

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Securities Purchase Agreement

This Securities Purchase Agreement (this “Agreement”), dated as of October 1, 2026 (the “Effective Date”), is entered into by and between BirchBioMed Inc., a British Columbia corporation (“Company”), and Streeterville Capital, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”). Capitalized terms used but not otherwise defined herein will have the meanings set forth in Section 13.

A. Company and Investor are executing and delivering this Agreement in reliance upon an exemption from securities registration afforded by the Securities Act of 1933, as amended (the “1933 Act”), and the rules and regulations promulgated thereunder by the United States Securities and Exchange Commission (the “SEC”).

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