Browse EX-10 agreements

FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT

This FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”), dated as of May 22, 2026, is entered into by and between Nocera, Inc., a Nevada corporation (the “Company”), and [•] (the “Buyer” or “[•]”). The Company and the Buyer are sometimes individually referred to herein as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, the Company and the Buyer are parties to that certain Securities Purchase Agreement, dated as of October 31, 2025 (the “Purchase Agreement”), pursuant to which the Company agreed to issue and sell to the Buyer, and the Buyer agreed to purchase from the Company, Senior Secured Convertible Notes of the Company (the “Notes”) convertible into shares of common stock of the Company, par value $0.001 per share (the “Common Stock”), upon the terms and subject to the conditions set forth therein; and

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 22, 2026, is made by and between [•], a Delaware limited liability company (the “Investor”), and NOCERA, INC., a Nevada corporation (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties”.

WHEREAS, the Company and the Investor have entered into that certain Equity Purchase Facility Agreement, dated as of the date hereof (the “Purchase Agreement”), pursuant to which the Company may issue, from time to time, to the Investor up to $100.0 million of newly issued Common Stock (as defined below) (the “Common Shares”); and

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EQUITY PURCHASE FACILITY AGREEMENT

THIS EQUITY PURCHASE FACILITY AGREEMENT (this “Agreement”), dated as of May 22, 2026, is made by and between [•], a Delaware limited liability company, or its registered assigns (the “Investor”) and Nocera, Inc. a Nevada corporation (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”

WHEREAS, the Parties desire that, upon the terms and subject to the conditions contained herein, the Company shall have the right to issue and sell to the Investor, from time to time as provided herein, and the Investor shall purchase from the Company, up to an aggregate of $100 million (the “Commitment Amount”) in newly issued shares of common stock of the Company, par value $0.001 per share (the “Common Shares”);

WHEREAS, the Common Shares are listed on the Nasdaq Capital Market under the symbol “NCRA”;

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SAFEPOINT HOLDINGS, INC.

2026 EMPLOYEE STOCK PURCHASE PLAN

1. General; Purpose.

(a) The Plan provides a means by which Eligible Employees may be given an opportunity to purchase shares of Common Stock pursuant to an Employee Stock Purchase Plan.

(b) The Company, by means of the Plan, seeks to retain the services of existing Employees, to secure and retain the services of new Employees and to provide incentives for such persons to exert maximum efforts for the success of the Company and its Related Corporations.

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RESTRICTED STOCK GRANT NOTICE AND AGREEMENT

Safepoint Holdings, Inc. (the “Company”), pursuant to its 2026 Stock Incentive Plan (as may be amended, restated and/or otherwise modified from time to time, the “Plan”), hereby grants to Holder the number of shares of Restricted Stock set forth below. The shares of Restricted Stock are subject to all of the terms and conditions of this Restricted Stock Grant Notice and Agreement (this “Award Agreement”), as well as the terms and conditions of the Plan, all of which are incorporated herein in their entirety. To the extent that any provisions herein (or portion thereof) conflict with any provision of the Plan, the Plan shall prevail and control. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan.

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RESTRICTED STOCK UNIT GRANT NOTICE AND AGREEMENT

Safepoint Holdings, Inc. (the “Company”), pursuant to its 2026 Stock Incentive Plan (as may be amended, restated and/or otherwise modified from time to time, the “Plan”), hereby grants to Holder the number of Restricted Stock Units set forth below, each Restricted Stock Unit being a notional unit representing the right to receive one share of Stock, subject to adjustment as provided in the Plan (the “Restricted Stock Units”). The Restricted Stock Units are subject to all of the terms and conditions set forth in this Restricted Stock Unit Grant Notice and Agreement (this “Award Agreement”), as well as all of the terms and conditions of the Plan, all of which are incorporated herein in their entirety. To the extent that any provisions herein (or portion thereof) conflict with any provision of the Plan, the Plan shall prevail and control. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan.

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SAFEPOINT HOLDINGS, INC.

2026 STOCK INCENTIVE PLAN

1. Purpose.

The purpose of the Plan is to assist the Company in attracting, retaining, motivating, and rewarding certain employees, officers, directors, and consultants of the Company and its Affiliates and promoting the creation of long-term value for stockholders of the Company by closely aligning the interests of such individuals with those of such stockholders. The Plan authorizes the award of Stock-based incentives to Eligible Persons to encourage such Eligible Persons to expend maximum effort in the creation of stockholder value. The Plan succeeds the Prior Plan for Awards granted on or after the Effective Date and no additional awards may be made under the Prior Plan on or after the Effective Date. The adoption and effectiveness of the Plan will not affect the terms or conditions of any awards granted under the Prior Plan prior to the Effective Date.

2. Definitions.

For purposes of the Plan, the following terms shall be defined as set forth below:

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Exhibit 10.17

SUNSHINE SILVER MINING & REFINING COMPANY

AMENDED AND RESTATED

2021 LONG TERM INCENTIVE PLAN

NOTICE OF RESTRICTED STOCK UNIT GRANT

Participant Name: [Insert Name]

You (“Participant”) have been granted an Award of Restricted Stock Units, subject to the terms and conditions of this Restricted Stock Unit Grant Notice (the “Notice of Grant”), the Sunshine Silver Mining & Refining Company Amended and Restated 2021 Long Term Incentive Plan (as may be amended or amended and restated from time to time, the “Plan”) and the attached Restricted Stock Unit Agreement (the “Award Agreement”), as set forth below. Unless otherwise defined herein, the terms used in this Notice of Grant shall have the meanings set forth in the Plan.

	Date of Grant:
	Number of Restricted Stock Units:

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of May 20, 2026, between Rubico Inc., a company incorporated under the laws of the Republic of the Marshall Islands (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities Act (as defined below), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

ARTICLE I. DEFINITIONS

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APERTURE AC

835 Wilshire Boulevard, 5th Floor

Los Angeles, CA, 90017

May 20, 2026

Aperture Sponsor LLC

835 Wilshire Boulevard, 5th Floor

Los Angeles, CA, 90017

	Re:	Administrative Services Agreement

Ladies and Gentlemen:

This letter agreement by and between Aperture AC (the “Company”) and Aperture Sponsor LLC (the “Services Provider” and Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

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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.

EXCHANGE AGREEMENT

This Exchange Agreement (this “Agreement”) is entered into as of May 21, 2026 (the “Effective Date”) by and between Streeterville Capital, LLC, a Utah limited liablity company (“Lender”), and Jaguar Health, Inc., a Delaware corporation (“Borrower”). Capitalized terms used in this Agreement without definition shall have the meanings given to them in the Royalty Interest (as defined below).

A. Company previously sold and issued to Investor that certain Royalty Interest dated August 24, 2022 (the “Royalty Interest”) pursuant to that certain Royalty Interest Purchase Agreement dated August 24, 2022 (the “Purchase Agreement,” and together with the Royalty Interest and all other documents entered into in conjunction therewith, the “Transaction Documents”).

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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.

EXCHANGE AGREEMENT

This Exchange Agreement (this “Agreement”) is entered into as of May 21, 2026 (the “Effective Date”) by and between Streeterville Capital, LLC, a Utah limited liablity company (“Lender”), and Jaguar Health, Inc., a Delaware corporation (“Borrower”). Capitalized terms used in this Agreement without definition shall have the meanings given to them in the Royalty Interest (as defined below).

A. Company previously sold and issued to Investor that certain Royalty Interest dated August 24, 2022 (the “Royalty Interest”) pursuant to that certain Royalty Interest Purchase Agreement dated August 24, 2022 (the “Purchase Agreement,” and together with the Royalty Interest and all other documents entered into in conjunction therewith, the “Transaction Documents”).

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