Browse EX-10 agreements

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.

[***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

COINBASE PRIME BROKER AGREEMENT

General Terms and Conditions

1.    Introduction

1.1    This agreement dated as of (the “Effective Date”) (including, the Coinbase Custody Services Agreement attached hereto as Exhibit A (the “Custody Agreement”), the Coinbase Master Trading Agreement attached hereto as Exhibit B (the “MTA”), and all other exhibits, addenda, and supplements attached hereto or referenced herein, (collectively, the “Coinbase PBA”)), is entered into by and between Know Labs, Inc. (“Client”), and Coinbase, Inc. (“Coinbase”), for and on behalf of itself and on behalf of Coinbase Custody Trust Company, LLC (“Coinbase Custody”), and, if applicable, Coinbase Credit, Inc. (“Coinbase Credit,”) or Coinbase Custody International Ltd. ("CCI") and collectively with Coinbase and Coinbase Custody, the “Coinbase Entities”).

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CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.

[***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

PRIME BROKER AGREEMENT

This Prime Broker Agreement (together with all annexes, appendices, schedules, exhibits, terms and supplements attached hereto or referenced herein, collectively, the “Agreement”) is entered into by and between the Payward entities set forth in Exhibit A hereto (collectively, “Prime Broker”), and USBC, Inc. (“Client” or “you”), an institution organized and existing under the laws of Nevada, with its principal place of business at 300 E 2nd Street, 15th Floor, Reno, NV 89501, United States (together the “Parties,” and each individually, a “Party”), and shall be effective as of the date on which the last Party executes this Agreement (the “Effective Date”).

RECITALS

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AMENDMENT

between

Sony Electronics Inc.,

acting through its Sony Semiconductor Solutions America Division

and

Knowles Corporation

THIS AMENDMENT(“Amendment”) is dated as of February 26, 2024 (the “Effective Date”) by and between Sony Electronics Inc., acting through its Sony Semiconductor Solutions America Division with a place of business located at 1730 N. First Street, San Jose, CA 95112 and Knowles Corporation and its Affiliates with a place of business located at 1151 Maplewood Drive, Itasca, IL 60143 (collectively, “Knowles”). The Affiliates of each Party are as defined in each of the AGREEMENTS specified below.

WHEREAS,Sony Electronics Inc. and Knowles (collectively, the “Parties” and individually a “Party”) previously entered into the following agreements:

(i)

Foundry Production Agreement dated January 1, 2012, which was subsequently amended by Amendment One effective November 24, 2015 (collectively, the “Foundry Production Agreement” or “FPA”); and

(ii)

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Portions of this exhibit, indicated by [***], have been omitted in accordance with Item 601(b)(10)(iv) of Regulation S-K. The omitted information is (i) not material and (ii) treated by the Registrant as private or confidential.

The Registrant undertakes to furnish a copy of all omitted information, schedules, and exhibits to the U.S. Securities and Exchange Commission upon its request.

AMENDMENT ONE TO

FOUNDRY PRODUCTION AGREEMENT

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Portions of this exhibit, indicated by [***], have been omitted in accordance with Item 601(b)(10)(iv) of Regulation S-K. The omitted information is (i) not material and (ii) treated by the Registrant as private or confidential.

Portions of this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K.

The Registrant undertakes to furnish a copy of all omitted information, schedules, and exhibits to the U.S. Securities and Exchange Commission upon its request.

Foundry Production Agreement

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Confidential

Portions of this exhibit, indicated by [***], have been omitted in accordance with Item 601(b)(10)(iv) of Regulation S-K. The omitted information is (i) not material and (ii) treated by the Registrant as private or confidential.

The Registrant undertakes to furnish a copy of all omitted information, schedules, and exhibits to the U.S. Securities and Exchange Commission upon its request.

CONSENT AND ASSIGNMENT AND ASSUMPTION AGREEMENT

This CONSENT AND ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”),dated as of September 18, 2024 (the “Effective Date”),is made and entered into by and among Knowles Corporation, a Delaware corporation (“Knowles”),Syntiant Corp., a Delaware corporation (“Syntiant”),and Sony Electronics Inc., a Delaware corporation (“Sony”).

W I T N E S SE T H:

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INDEMNIFICATION AGREEMENT

This Indemnification Agreement (“Agreement”) is made as of _____________, 20__, by and between Ionic Digital Inc., a Delaware corporation (the “Company”), and the individual identified as the Indemnitee on the signature page hereto (“Indemnitee”).

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RECITALS:

WHEREAS, directors, officers and other persons in service to corporations or business enterprises are subjected to the risk of expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise itself;

WHEREAS, in order to attract highly competent persons, who have become more reluctant to serve as directors, officers or in other capacities, it is desirable that they are provided with adequate protection through insurance and adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the Company;

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SERIES Z PREFERRED STOCK PURCHASE AND VOTING AGREEMENT

This Series Z Preferred Stock Purchase and Voting Agreement (this “Agreement”) is entered into as of June 23, 2026, by and between Ionic Digital Inc., a Delaware corporation (the “Company”), and IONIC DIGITAL SERIES Z TRUST, a Delaware statutory trust (the “Stockholder”).

WHEREAS, the Stockholder proposes to purchase from the Company, and the Company proposes to sell to the Stockholder, 40,000 shares of shares of Series Z Preferred Stock, par value $0.00001 per share, of the Company (the “Series Z Preferred Stock”) established by the board of directors of the Company (the “Board of Directors”) pursuant to the Certificate of Designation of Series Z Preferred Stock, filed with the Secretary of State of the State of Delaware on June 23, 2026 (the “Certificate of Designation”);

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FORM OF INDEMNITY AGREEMENT

This Indemnity Agreement, dated as of [    ], 2026 is made by and between Scribe Therapeutics Inc., a Delaware corporation (the “Company”), and [    ], a director, officer or key employee of the Company or one of the Company’s Subsidiaries or Affiliates (as those terms are defined below) or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).

RECITALS

A. The Company is aware that competent and experienced persons are increasingly reluctant to serve as representatives of corporations unless they are protected by comprehensive liability insurance and indemnification, due to increased exposure to litigation costs and risks resulting from their service to such corporations, and due to the fact that the exposure frequently bears no relationship to the compensation of such representatives;

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As of April 2, 2026

To the Board of Directors of Pelican Acquisition II Corporation

Dear Sirs:

The undersigned, on behalf of itself and its designees, hereby offers to purchase an aggregate of 200,000 ordinary shares, par value $0.0001 per share (“Shares”), of Pelican Acquisition II Corporation (“Company”), for an aggregate purchase price, and total consideration, of $2,318, on the terms set forth herein. Capitalized terms used and not otherwise defined in this letter have the meanings to be given to such terms in the Underwriting Agreement to be entered into between the Company and the undersigned in connection with the Company’s proposed initial public offering (the “Offering”).

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Administrative Services Agreement

This Administrative Service Agreement (the “Agreement”) dated March 13, 2026, is between Pelican II Capital Solutions Limited, herein referred to as “Service Provider” and Pelican Acquisition II Corporation, herein referred to as “Customer”.

Service Provider has agreed to provide services to the Customer on the terms and conditions set out in this Agreement, while Customer is of the opinion that Service Provider has the proper and necessary qualifications, experience and abilities to provide services to Customer.

Therefore in consideration of the matters described above, the receipt and sufficiency of which consideration is hereby acknowledged, the Customer and the Service Provider agree as follows:

1.	Scope of Work

The Service Provider is to provide the Customer with the following services (the “Services”): general and administrative services, including office space, administrative and support services, as may be reasonably required by the Company.

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PELICAN ACQUISITION II CORPORATION

March 20, 2026

Pelican II Capital Solutions Limited

1185 Avenue of the Americas, Suite 349

New York, NY 10036

	RE:	Securities Subscription Agreement

Ladies and Gentlemen:

This agreement (the “Agreement”) is entered into on March 20 by and between Pelican II Capital Solutions Limited, a BVI Business Company (the “Subscriber” or “you”), and Pelican Acquisition II Corporation, a Cayman Islands exempted Company (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 2,875,000 ordinary shares, $0.0001 par value per share, up to 375,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit consisting of one ordinary share and one right, do not fully exercise their over-allotment option (the “Over-allotment Option”) (herein ref

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