Browse EX-10 agreements

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER THAT SUCH REGISTRATION IS NOT REQUIRED.

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CONVERTIBLE PROMISSORY NOTE AGREEMENT

This Convertible Promissory Note Agreement (this “Note Agreement”) is entered into as of August 28, 2026 by and between:

1**. Nex Neo Tech Inc.**, a Wyoming corporation (the “Company” or “Borrower”), and

2. Zetoria LLC, a Wyoming limited liability company (the “Investor,” and as holder of the Note, the “Holder” or “Lender”).

WHEREAS the Company and the Investor are parties to a Loan Agreement dated as of August 28, 2026 (the “Loan Agreement”), pursuant to which the Investor has agreed to loan to the Company up to Twenty Thousand U.S. Dollars ($20,000.00) in one or more Advances, for the purpose(s) described in Section 2 of the Loan Agreement, on the terms set forth herein and in the Loan Agreement;

NOW, THEREFORE, the Company agrees to issue, and the Investor agrees to accept, this convertible promissory note (the “Note”) subject to the terms of this Note Agreement:

1. Principal And Issuance

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LOAN AGREEMENT

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This Loan Agreement (the “Agreement”) is entered into as of August 28, 2026 by and between:

1. Nex Neo Tech Inc., a Wyoming corporation (the “Company” or “Borrower”), and

2. Zetoria LLC, a Wyoming limited liability company (the “Investor” or “Lender”).

The Company and the Investor are each referred to herein as a “Party” and collectively as the “Parties.”

WHEREAS:

A. The Investor desires to loan funds to the Company, and the Company desires to borrow such funds, on the terms and conditions set forth herein; and

B. In consideration for the loan, the Company shall issue to the Investor a convertible promissory note (the "Note"), the terms of which are set forth in a Convertible Promissory Note Agreement entered into between the Parties on even date herewith (the “Note Agreement”).

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. Loan

1.1 Subject to the terms of this Agreement, the Investor shall loan to the Company upon the Company's request, up to an aggregate principal amount of Twenty Thousand U.S. Dollars ($20,000.00) (the "Loan"). The Company may request one or more advances of the Loan from time to time by delivering an invoice to the Investor specifying the amount requested (each, a "Draw Request"). The Investor shall fund each Draw Request within five (5) business days of receipt. The date of each such advance is referred to herein as an "Advance Date."

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REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is entered into effective as July 16, 2026 (the “Execution Date”), by and between Grande Group Limited, a business company incorporated under the laws of the British Virgin Islands (the “Company”), and White Lion Capital, LLC, a Nevada limited liability company (the “Investor”).

RECITALS

A. WHEREAS, the Company may issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company, up to $40,000,000 in aggregate gross purchase price of newly issued Ordinary Shares; and

B. WHEREAS, pursuant to the terms of, and in consideration for the Investor entering into, that certain Ordinary Share Purchase Agreement, dated on or about the date hereof, by and between the Company and the Investor (the “Purchase Agreement”), and to induce the Investor to execute and deliver the Purchase Agreement, the Company has agreed to provide the Investor with certain registration rights with respect to the Registrable Securities (as defined herein) as set forth herein.

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AGREEMENT

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NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained herein and in the Purchase Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, intending to be legally bound hereby, the Company and the Investor hereby agree as follows:

1. Definitions.

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ORDINARY SHARE PURCHASE AGREEMENT

This Ordinary Share Purchase Agreement (this “Agreement”) is entered into effective as July 16, 2026 (the “Execution Date”), by and between Grande Group Limited, a business company incorporated under the laws of the British Virgin Islands (the “Company”), and White Lion Capital, LLC, a Nevada limited liability company (the “Investor”).

WHEREAS, the parties desire that, upon the terms and subject to the conditions and limitations set forth herein, during the Commitment Period (as defined herein), the Company may issue and sell to the Investor, from time to time as provided herein, and the Investor shall purchase from the Company, up to $40,000,000 in aggregate gross purchase price of newly issued Ordinary Shares (as defined herein);

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WHEREAS, such sales of Ordinary Shares by the Company to the Investor will be made in reliance upon the exemption provided by Section 4(a)(2) of the Securities Act (“Section 4(a)(2)”) and/or Rule 506(b) of Regulation D, and upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the issuances and sales of Ordinary Shares by the Company to the Investor to be made hereunder;

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August 28, 2026

Clay Ritchey

[Home address redacted]

Re: Offer of Employment

Dear Clay:

We are pleased to offer you the position of Chief Executive Officer at Definitive Healthcare, LLC, a Massachusetts limited liability company (the “Company”) and its parent company, Definitive Healthcare Corp., a Delaware corporation (“Parent”, and together with the Company, the “Company Group”). Your first day of employment will be September 8, 2026 (the “Start Date”). The terms and conditions of your employment are set forth below.

Position; Duties and Responsibilities

You will serve as the Chief Executive Officer of the Company and Parent, be the most senior executive of the Company and Parent, and shall have such authority, duties and responsibilities assigned to you by the Board of Directors of Definitive Healthcare Corp. (the “Board”) reasonably consistent with this position. You will also serve as a member of the Board and may be appointed as a director and/or officer of affiliates of the Company Group, in each case for no additional compensation beyond that set forth herein, and with all such positions automatically terminating as of the termination of your employment as Chief Executive Officer of the Company and Parent under this letter. You will report directly to the Board. Your principal place of employment will be Framingham, Massachusetts; provided that you may be required under business circumstances to travel outside of such location in connection with performing your duties. You shall use your best efforts to promote the interests of the Company Group and shall

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August 28, 2026

VIA EMAIL

Rhoniel A. Daguro,

[*]*

Re: Resignation as CEO of authID (the “Company”) and Appointment as Chairman of the Board of Directors (the “Board”)

Dear Rhon,

I refer to your letter dated August 26, 2026, by which you resigned as CEO of the Company effective September 4, 2026. On behalf of the Company the Board hereby accepts your resignation for “Good Reason” as defined in your Executive Retention Agreement dated as March 23, 2023 (“Retention Agreement”).

I also refer to the Compensation Committee’s letters to you dated as of February 20, 2026 and May 26, 2026 (collectively the “Retention Letters”).

The Board is pleased that you have decided to remain on the Board and the Board has resolved to appoint you as Chairman of the Board effective immediately, during the remainder of your current elected term, subject to your earlier resignation, or removal, in accordance with the By-Laws of the Company.

In consideration of your agreement to serve as Chairman of the Board, the Company and you agree to the following terms:

(1) The Company shall provide a monthly special stipend to you at the existing level of the premiums necessary to fund your and your dependents ongoing health care coverage under the Company’s healthcare plan for up to 12 months from the Termination Date, or if earlier until you secure other coverage;

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August 28, 2026

VIA EMAIL

Thomas R. Szoke

[*]

Re: Appointment as Interim CEO of authID (the “Company”)

Dear Tom,

I am pleased to write to you on behalf of the Board of Directors of the Company (the “Board”) to appoint you as Interim Chief Executive Officer of the Company (“CEO”) with effect from September 4, 2026

In consideration of your agreement to serve as CEO, the Company and you agree to the following terms, which amend your Offer Letter dated as of April 12, 2023:

(1) Your job responsibilities will comprise managing and overseeing all operations and matters of the Group, in order to establish a successful business and manage growth. In addition, you will undertake such functions as are customarily applicable to your position, as well as those that are reasonably assigned to you by the Board.

(2) Your base salary shall be increased to $300,000 per annum, with effect from the date of your appointment.

(3) The Company shall pay you a cash bonus in the sum of $10,000 within five (5) business days.

(4) The Company shall pay you a cash bonus in the sum of $210,000 within five (5) business days after a closing of a [*] material transaction with a gross value to the Company of over [*] (“Corporate Transaction”), provided that you continue to serve as CEO the date of such closing. This bonus amends and replaces the bonus awarded to you by the Compensation Committee on March 13, 2026.

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Execution Version

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CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

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AMENDED AND RESTATED
OPERATING AGREEMENT

of

MJ Topco, LLC

Dated as of September 1, 2026

THE UNITS REFERRED TO IN THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE OR FOREIGN SECURITIES LAWS. THE UNITS MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE AND FOREIGN SECURITIES LAWS PURSUANT TO REGISTRATION THEREUNDER OR EXEMPTION THEREFROM. ADDITIONALLY, ANY SALE, TRANSFER OR OTHER DISPOSITION OF ANY UNIT IS SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN THIS AGREEMENT. 

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**TABLE OF CONTENTS **

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ASSET PURCHASE AGREEMENT

PREAMBLE

This Asset Purchase Agreement (the “Agreement” or “APA”) is entered this 1st day of September, 2026 (the “Execution Date”), by and among (i) cbdMD, Inc., a North Carolina corporation (the “Buyer”), with its principal office at 2101 Westinghouse Blvd., Suite A, Charlotte, NC 28273; (ii) To Be Brands, LLC, a North Carolina limited liability company and wholly owned subsidiary of the Buyer (the “Acquisition Sub”); (iii) Twinlab Consolidated Holdings, Inc., a Nevada corporation (“Twinlab”), acting through and on behalf of its wholly direct and indirect owned subsidiaries that are Assignors (as defined herein), with its principal office at 304 Indian Trace #438, Weston, FL 33326-2996; (iv) the **undersigned entities **set forth on the signature page hereto, which are direct and indirect wholly owned subsidiaries of Twinlab (each, an “Assignor” and collectively, the “Assignors”); (v) Philip J. Von Kahle, the assignee (the “Assignee” or the “Seller”), not individually but solely in his capacity as the duly appointed assignee for the benefit of creditors of each of the Assignors, acting pursuant to those certain General Assignments for the Benefit of Creditors of the Assignors each dated August 21, 2026 (collectively, the “General Assignment”), with his office at Michael Moecker & Associates, Inc., 1885 Marina Mile Blvd., Suite 103, Fort Lauderdale, FL 33315; (vi) Akretive Holdings, LLC, a New York limited liability company, with its principal office at P.O. Box

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**CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS AGREEMENT (INDICATED BY “[***]”) BECAUSE SLATE MEDICINES, INC. HAS DETERMINED SUCH INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. **

**FIRST AMENDMENT TO LICENSE AGREEMENT **

This First Amendment (this “First Amendment”) to that certain License Agreement dated as of February 16, 2026 (the “Agreement”) by and between DARTSBIO PHARMACEUTICALS LTD.,** **a corporation organized and existing under the laws of People’s Republic of China and having a place of business at Third Floor, East Sanwei GMP Building 3, Cuihai Ave, Cuiheng New District Zongshan City, Guangdong Province, China (“Dartsbio”), and SLATE MEDICINES, INC., a corporation organized and existing under the laws of Delaware and having a place of business at c/o RA Capital Management, L.P., 200 Berkeley Street, 18th Floor, Boston, MA 02116 USA (“Slate Medicines”) is dated as of August 11, 2026 (the “First Amendment Effective Date”). Slate Medicines and Dartsbio are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms used and not otherwise defined herein shall have the respective meanings given to them in the Agreement.

**RECITALS **

WHEREAS, Slate Medicines and Dartsbio previously entered into the Agreement; and

WHEREAS, the parties now wish to amend the Agreement to, among other things, remove the Subject Change of Control Payment set forth in Section 8.1(c) of the Agreement.

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**CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS AGREEMENT (INDICATED BY “[***]”) BECAUSE SLATE MEDICINES, INC. HAS DETERMINED SUCH INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. **

**LICENSE AGREEMENT **

**BETWEEN **

**DARTSBIO PHARMACEUTICALS LTD. **

**AND **

**SLATE MEDICINES, INC. **

**February 16, 2026 **

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**TABLE OF CONTENTS **

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ARTICLE 1 DEFINITIONS		** **	1	** **
ARTICLE 2 LICENSE		** **	14	** **
ARTICLE 3 GOVERNANCE		** **	16	** **
ARTICLE 4 DEVELOPMENT		** **	18	** **

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**OFFICE LEASE **

THIS OFFICE LEASE is executed this 8 day of May, 2026, by and between NORTH HILLS OWNER II LP, a Delaware limited partnership (“Landlord”), and SLATE MEDICINES, INC., a Delaware corporation (“Tenant”).

***ARTICLE 1 - LEASE OF PREMISES ***

Section*** 1.01. Basic Lease Provisions and Definitions*.

(a) Premises or Leased Premises (shown outlined on Exhibit A** **attached hereto): Suite 250 on the second (2nd) floor of the building located at 4114 Center at North Hills Street (the “Building”), Raleigh, North Carolina (the “Property”).

(b) Rentable Area: approximately 5,034 rentable square feet. The Rentable Area includes the useable square footage within the Leased Premises plus a pro rata portion of the square footage of the common areas within the Building, as reasonably determined by Landlord.

(c) Tenant’s Proportionate Share: 5.80%. (based on the Premises having 5,034 square feet and the Building having 86,749 rentable square feet of office space).

(d) Minimum Annual Rent:

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