Browse EX-10 agreements

Amaero Advanced Materials & Manufacturing, Inc.

130 Innovation Drive, McDonald, TN 37353

August 21, 2023

Eric Bono

Dear Eric:

This offer letter (the “Amended Offer Letter”) confirms the terms of your employment with Amaero Advanced Materials & Manufacturing, Inc. (the “Company”), as its President and Chief Technology Officer and amends, restates and supersedes in its entirety that certain offer letter dated August 9, 2023 (the “Prior Offer Letter”) effective as of the date you execute this Amended Offer Letter. If you decide to join us, you will receive an annual salary of $500,000, less applicable withholdings, which will be paid semi-monthly in accordance with the Company’s normal payroll procedures.

At the invitation of the Board of Directors of Amaero International Limited (the “Board”), and subject to your receipt of a director identification number, you will be eligible to serve as a member of the Board.

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AMAERO INC.

EXECUTIVE INCENTIVE COMPENSATION PLAN

1.

Purposes of the Plan. The Plan is intended to increase stockholder value and the success of the Company by motivating Employees to (a) perform to the best of their abilities and (b) achieve the Company’s objectives.

2.

Definitions.

2.1.

“Actual Award” means as to any Performance Period, the actual award (if any) payable to a Participant for the Performance Period, subject to the authority of the Administrator (as defined in Section 3) under Section 4.4.

2.2.

“Administrator” has the meaning ascribed to it under Section 3.1.

2.3.

“Affiliate” means any corporation or other entity (including, but not limited to, partnerships and joint ventures) that, from time to time and at the time of any determination, directly or indirectly, is in control of or is controlled by the Company.

2.4.

“ASX” means ASX Limited ABN 98 008 624 691, or the securities market which it operates, as the context requires.

2.5.

“ASX Listing Rules” means the official listing rules, market rules and operating rules of the ASX.

2.6.

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AMAERO INC.

2026 EQUITY INCENTIVE PLAN

1.

Purposes of the Plan. The purposes of the Plan are:

•

to attract and retain the best available personnel for positions of substantial responsibility,

•

to provide additional incentive to Employees, Directors and Consultants, and

•

to promote the success of the Company’s business.

The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units and Performance Awards.

2.

Definitions. As used herein, the following definitions will apply:

2.1

“Administrator” means the Board or any of its Committees as will be administering the Plan, in accordance with Section 4 of the Plan.

2.2

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Amaero Inc.

Non-Employee Director Compensation Policy

This Non-Employee Director Compensation Policy (the “Policy”) sets forth the compensation to be provided to each non-employee director of the Company (each, an “Eligible Director”), unless such Eligible Director declines or waives in advance the receipt of such cash or equity compensation by written notice to the Company. This Policy supersedes any existing Company policy regarding cash compensation and grants of equity awards to its Non-Employee Directors. Each Non-Employee Director will be solely responsible for any tax obligations incurred by such Non-Employee Director as a result of any compensation such Non-Employee Director receives under this Policy.

CASH COMPENSATION

•

Annual Retainer. An annual cash retainer of $115,000 for each Eligible Director serving on the Board.

•

Additional Annual Retainers – Committee Chair. An additional annual cash retainer for serving as a chair of specified committees of the Board:

o

The chair of the Audit Committee of the Board shall receive an additional $25,000 annually; and

o

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Employee Incentive
Plan

AmaeroInternationalLtd

ACN633 541 634

ApprovedbyBoardandShareholderson18October2019, as amended 29 August 2023

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CONTENTS

1.	DEFINITIONSANDINTERPRETATION	1
2.	PURPOSE	8
3.	COMMENCEMENT	8
4.	MAXIMUM ALLOCATION	8
5.	ELIGIBILITY AND GRANT	8
6.	OPERATION OF PLAN	11

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Amaero Advanced Materials & Manufacturing, Inc.
130 Innovation Drive SW, McDonald, TN 37353

June 27, 2025

Brett Paduch

Dear Brett,

I am pleased to offer you a position with Amaero Advanced Materials & Manufacturing, Inc., (the "Company") as its Chief Financial Officer reporting to Hank Holland, Chairman and CEO. If you decide to join us, you will receive an annual salary of $325,000 less applicable withholdings, which will be paid semi-monthly in accordance with the Company's normal payroll procedures. Additionally, your salary base will increase to $350,000.00 on your first-year anniversary date.

You are entitled to 4 weeks Paid Time Off as per our company policy to begin accruing upon completion of your initial probationary period of 90 days.

If you join the Company, you will be required to work at our McDonald, TN facility, located at 130 Innovation Drive SW, McDonald, TN 37353.

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CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN REDACTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

Exhibit 10.11

MASTER PURCHASING AGREEMENT

This Master Purchasing Agreement (“Agreement”) is made effective as of ____04/08______, 2026 (“Effective Date”), by and between AMAERO ADVANCED MATERIALS & MANUFACTURING, INC., a Delaware corporation (“Seller”) and CONTINUUM POWDERS CORPORATION, a Delaware corporation (“Customer”). In consideration of the mutual promises and covenants set forth in this Agreement, the parties agree as follows:

1.

Orders for Products

1.1

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CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN REDACTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

Exhibit 10.9

FIRST AMENDMENT, CONSENT, WAIVER AND JOINDER TO CREDIT AGREEMENT

THIS FIRST AMENDMENT, CONSENT, WAIVER AND JOINDER TO CREDIT AGREEMENT, dated as of June 11, 2026 (this “Amendment”), is made by and among Amaero Advanced Materials & Manufacturing, Inc., a Delaware corporation (the “Borrower”), AMAERO INC., a Delaware corporation (“US HoldCo”), AMAERO LTD (ACN 633 541 634), an Australian limited company (“Amaero International”), AM AERO INC., a California corporation (“AM Aero”), AMAERO ENGINEERING PTY LIMITED (ACN 162 732 649), an Australian limited company (“Amaero Engineering”), AMAERO ALLOYS PTY LIMITED (ACN 644 922 636), an Australian limited company (“Amaero Alloys”, together with US HoldCo, Amaero International, AM Aero, Amaero Engineering, the “Guarantors” and each a “Guarantor”), and the EXPORT-IMPORT BANK OF THE UNITED STATES, an agency of the

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AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

This Amended and Restated Executive Employment Agreement (this “Agreement”) is entered into as of August 28, 2026 (the “Effective Date”) by and between Amaero Inc., a Delaware corporation (the “Company”), and Hank Holland (“Executive”) (collectively, the “Parties,” and each, a “Party”). This Agreement replaces in its entirety the Executive Employment Agreement by and between Executive and Company dated as of August 6, 2026.

R E C I T A L S

WHEREAS, the Company desires to continue to retain the services of Executive as the Company’s Chief Executive Officer and to have Executive serve as Chair of the Company’s Board of Directors (the “Board”), upon the terms and subject to the conditions set forth in this Agreement;

WHEREAS, Executive desires to continue to provide services to the Company pursuant to the terms and conditions set forth in this Agreement;

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Exhibit 10.39

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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS EXHIBIT MARKED BY [***] HAS BEEN OMITTED BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL

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ASSIGNMENT AND EXCLUSIVE LICENSE AGREEMENT

** (Amylin Target)**

This Assignment and Exclusive License Agreement (Amylin Target) (together with all Exhibits attached hereto, this “Agreement”) is made effective as of August 27, 2026 (the “Effective Date”), by and between iBio, Inc., a corporation organized under the laws of the State of Delaware, located at 11750 Sorrento Valley Road, Suite 200, San Diego, California 92121 (“iBio”), and AstralBio, Inc., a corporation organized under the laws of Delaware, located at 867 Boylston Street, 5th Floor #1833, Boston, Massachusetts 02116 (“AstralBio”).  iBio and AstralBio are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”  Capitalized terms used in this Agreement have the meanings assigned to them in Article 1 below

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THIRD AMENDMENT TO THE

MIFFLINBURG BANK AND TRUST COMPANY

SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT DATED AUGUST 7, 2009 FOR JEFFREY J. KAPSAR

THIS THIRD AMENDMENT is entered into this _28_ day of August 2026, by and between Central Penn Bank & Trust, formerly Mifflinburg Bank and Trust Company, (the “Bank”) and Jeffrey J. Kapsar (the “Executive”).

WHEREAS, the Bank and the Executive executed a Supplemental Executive Retirement Agreement on August 7, 2009 (as amended, the “Agreement”); and

WHEREAS, the Bank and the Executive now wish to amend the Agreement to increase the Executive’s benefits;

NOW, THEREFORE, the Bank and the Executive amend the Agreement as follows:

Section 2.1.1 of the Agreement shall be replaced by the following:

2.1.1         Amount of Benefit. The annual benefit under this Section 2.1 is One Hundred Fifty-Seven Thousand Dollars ($157,000).

The Schedule A attached to and made part of the Agreement shall be replaced by the Schedule A attached hereto.

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THIRD AMENDMENT TO THE

MIFFLINBURG BANK AND TRUST COMPANY

SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT DATED AUGUST 7, 2009 FOR THOMAS C. GRAVER JR.

THIS THIRD AMENDMENT is entered into this _28_ day of August 2026, by and between Central Penn Bank & Trust, formerly Mifflinburg Bank and Trust Company, (the “Bank”) and Thomas C. Graver Jr. (the “Executive”).

WHEREAS, the Bank and the Executive executed a Supplemental Executive Retirement Agreement on August 7, 2009 (as amended, the “Agreement”); and

WHEREAS, the Bank and the Executive now wish to amend the Agreement to increase the Executive’s benefits;

NOW, THEREFORE, the Bank and the Executive amend the Agreement as follows:

Section 2.1.1 of the Agreement shall be replaced by the following:

2.1.1         Amount of Benefit. The annual benefit under this Section 2.1 is One Hundred Seventeen Thousand Dollars ($117,000).

The Schedule A attached to and made part of the Agreement shall be replaced by the Schedule A attached hereto.

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