Browse EX-10 agreements

FIRST AMENDMENT TO SURFACE LEASE AGREEMENT

THIS FIRST AMENDMENT TO SURFACE LEASE AGREEMENT (this “First Amendment”) is made and entered into this 17thday of July, 2026 (“First Amendment Effective Date”), by and between TOM-STACK, LLC (“Lessor”) and SPRE WATONGA OK, LLC (“Lessee”).

W I T N E S S E T H:

WHEREAS, Lessor and Lessee entered into that certain Surface Lease Agreement executed on January 24, 2024, with a commencement date on February 1, 2024 (the “Lease”), whereby Lessor (i) leased to Lessee the surface of a certain tract of land measuring approximately 10.57 acres, as more particularly described in the Lease as the Leased Premises, solely for the purpose of constructing, operating, and maintaining a data processing facility; (ii) granted to Lessee the non-exclusive right to use and access a certain area, as described in the Lease as the Electric Use Area, solely for the purpose of constructing, operating, and maintaining electric facilities solely for the purpose of providing electricity to the Leased Premises, (iii) granted to Lessee the non-exclusive right to use and access a certain area, as described in the Lease as the Water Pipeline Use Area, solely for the purpose of constructing, operating, and maintaining a pipeline for the sole purpose of transporting water only to the Leased Premises, (iv) granted to Lessee the non-exclusive right to use and access a certain area, as described in the Lease as the Shop Warehouse, for the sole purpose of utilizing the bathroom and breakroom areas of the Shop Warehouse, and (v) granted to Lessee the non-exclusive right

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EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is effective as of August 24, 2026 (the “Effective Date”) by and between Envoy Medical Corporation, a Minnesota corporation (the “Company”), and Robert Potashnick, an individual resident of the State of Minnesota (the “Executive”).

WITNESSETH:

WHEREAS, the Executive shall be hired as an employee to serve as Chief Accounting Officer and Vice President of Finance of the Company, the Company desires to secure the Executive’s services for the Company, and the Executive is willing to make such services available to the Company; and

WHEREAS, for purposes of securing the Executive’s services for and as an employee of the Company, the Company has directed the proper officers of the Company to enter into an employment agreement with the Executive on the terms and conditions set forth herein; and

WHEREAS, the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) has authorized the terms of this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and obligations hereinafter set forth, the Company and the Executive hereby agree as follows:

	1.	Employment; Employment Period.

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EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (this “Agreement”) is entered into as of August 26, 2026 (the “Effective Date”), by and between Alphega Innovations Corp., a Wyoming corporation with its principal executive offices at 30 N Gould St., Ste R, Sheridan, Wyoming 82801 (the “Company”), and Shabnoor Shah (“Executive”).

The Company acknowledges that Executive has provided services to the Company since July24, 2024 and was formally appointed Chief Operating Officer on September 23, 2024 (the “COO Appointment Date”).

WHEREAS, the Company desires to employ Executive in the position of Chief Operating Officer on the terms and conditions set forth in this Agreement;

WHEREAS, Executive desires to accept employment with the Company on the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the respective covenants and commitments of the parties set forth in this Agreement and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

1. Position and Responsibilities.

1.1 Position. The Company will employ Executive as its Chief Operating Officer, effective as of the Effective Date. Executive will report directly to the Board of Directors of the Company (the “Board”).

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EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (this “Agreement”) is entered into as of August 26, 2026 (the “Effective Date”), by and between Alphega Innovations Corp., a Wyoming corporation with its principal executive offices at 30 N Gould St., Ste R, Sheridan, Wyoming 82801 (the “Company”), and Luis Carlos Ung (“Executive”).

The Company acknowledges that Executive has provided services to the Company since July24, 2024 and was formally appointed Chief Executive Officer on September 23, 2024 (the “CEO Appointment Date”).

WHEREAS, the Company desires to employ Executive in the position of Chief Executive Officer on the terms and conditions set forth in this Agreement;

WHEREAS, Executive desires to accept employment with the Company on the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the respective covenants and commitments of the parties set forth in this Agreement and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

1. Position and Responsibilities.

1.1 Position. The Company will employ Executive as its Chief Executive Officer, effective as of the Effective Date. Executive will report directly to the Board of Directors of the Company (the “Board”).

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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.

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Exchange Agreement

This Exchange Agreement (this “Agreement”) is entered into as of August 21, 2026 by and between PMGC Holdings Inc., a Nevada corporation (“Company”), and Streeterville Capital, LLC, a Utah limited liability company (“Investor”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement (as defined below).

A. Pursuant to that certain Securities Purchase Agreement dated September 23, 2025 between Company and Investor (the “Purchase Agreement”), Company issued to Investor that certain Secured Pre-Paid Purchase #2 in the original principal amount of $3,278,700.00 dated January 7, 2026 (“PPP #2”).

B. Subject to the terms of this Agreement, Company and Investor desire to partition a new Secured Pre-Paid Purchase in the original principal amount of $8.00 (the “Partitioned Amount”) from PPP #2 (the “Partitioned PPP”) and then cause the outstanding balance of PPP #2 to be reduced by an amount equal to the Partitioned Amount.

C. Company and Investor further desire to exchange (the “Exchange”) the Partitioned PPP for 80,000 shares of Company’s common stock, par value $0.0001 (the “Exchange Shares”).

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TRADEMARK LICENSE AGREEMENT

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This Trademark License Agreement is entered into as of August 27, 2026 by and between:

NorthStrive Companies Inc., a California corporation, with an address at 120 Newport Center Drive, Suite 250, Newport Beach, CA 92660 (“Licensor”); and

PMGC Holdings Inc., a Nevada corporation, with its principal office at 120 Newport Center Drive, Suite 249, Newport Beach, CA 92660 (“Licensee”).

Licensor and Licensee may each be referred to as a “Party” and collectively as the “Parties.”

1. Ownership of the NorthStrive Marks

Licensor is the sole owner of the name and trademark NORTHSTRIVE, together with all related trademarks, service marks, trade names, logos, applications, registrations and associated goodwill used or owned by Licensor collectively, the “NorthStrive Marks.” The registration certificate for the NorthStrive trademark is attached with Schedule A.

Nothing in this Agreement transfers any ownership interest in the NorthStrive Marks to Licensee or any of its subsidiaries.

All use of the NorthStrive Marks by Licensee or an Approved Subsidiary (as defined below) shall benefit Licensor, and all goodwill resulting from such use shall belong exclusively to Licensor.

2. Grant of License

Subject to this Agreement, Licensor grants Licensee a limited, non-exclusive, non-transferable, revocable and royalty-free license to use the NorthStrive Marks:

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SUMMARY OF LANTRONIX, INC. ANNUAL BONUS PROGRAM

1. Purpose and Effective Date.

This Summary sets forth the terms and conditions of the Lantronix, Inc. Annual Bonus Program (the “Bonus Program”). It is a performance-based bonus program for the benefit of employees of Lantronix, Inc., a Delaware corporation (“Lantronix”), and any subsidiaries of Lantronix that are selected for participation as provided herein (“Participants”). The Bonus Program is designed to encourage Participants to perform in a satisfactory manner over the course of Lantronix’ fiscal year, which ends on June 30 of each year (“fiscal year”). The Bonus Program is intended to qualify as a compensation or bonus plan that is exempt from the application of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended, by reason of Section 3 of such Act. Unless otherwise noted, the term the “Company” refers to Lantronix and/or any of its subsidiaries, as applicable.

2. Eligibility and Participation.

Eligibility and participation shall be at the sole discretion of the Compensation Committee of the Board of Directors of Lantronix (the “Compensation Committee”). Management of Lantronix (“Management”) will notify in writing those employees determined by the Compensation Committee to be eligible for participation in the Bonus Program.

3. Administration of the Bonus Program.

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NOTICE OF GRANT OF PERFORMANCE STOCK UNIT AWARD

(RELATIVE TSR)

2020 PERFORMANCE INCENTIVE PLAN

Name of Grantee:	[________]
Total Target Number of Stock Units Subject to this Grant1:	[_____]
Date of Grant:	[______], 20[__]

This Notice evidences that you have been granted an award of performance stock units (the “Stock Units”) of Lantronix, Inc. (the “Company”) as to the “total target” number of Stock Units set forth above. Between zero percent (0%) and two hundred percent (200%) of the “total target” number of Stock Units will become vested in accordance with the performance-based vesting requirements set forth in the Terms (as defined below).

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NOTICE OF GRANT OF PERFORMANCE STOCK UNIT AWARD

(FINANCIAL PERFORMANCE)

2020 PERFORMANCE INCENTIVE PLAN

Name of Grantee:	[________]
Total Target Number of Stock Units Subject to this Grant1:	[_____]
Date of Grant:	[______], 20[__]

This Notice evidences that you have been granted an award of performance stock units (the “Stock Units”) of Lantronix, Inc. (the “Company”) as to the “total target” number of Stock Units set forth above. Between zero percent (0%) and two hundred percent (200%) of the “total target” number of Stock Units will become vested in accordance with the performance-based vesting requirements set forth in the Terms (as defined below).

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NOTICE OF GRANT OF RESTRICTED STOCK UNIT AWARD

2020 PERFORMANCE INCENTIVE PLAN

Name of Grantee:	[________]
Total Number of Stock Units Subject to this Grant1:	[_____]
Date of Grant:	[______], 20[__]

This Notice evidences that you have been granted an award of restricted stock units (the “Stock Units”) of Lantronix, Inc. (the “Company”) as to the number of Stock Units set forth above. The Stock Units will become vested (i) as to one-third (1/3) of the total number of Stock Units subject to the award on the first anniversary of the Date of Grant, and (ii) as to the remaining two-thirds of the total number of Stock Units subject to the award in eight (8) equal installments, with one installment vesting on the first day of the last month of each calendar quarter following the calendar quarter in which the first anniversary of the Date of Grant occurs (so the first such installment will vest on **[______], 20[__] **and the last such installment will vest on [______], 20[__]).

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TERMINATION AGREEMENT

This Termination Agreement (this “Agreement”), dated as of August 27, 2026, is made and entered into by and among Element Solutions Inc, a Delaware corporation (the “Company”), Solstice Advanced Materials Inc., a Delaware corporation (“Parent”), Solar Merger Sub One Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub One”), Solar Merger Sub Two LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Parent (“Merger Sub Two”) (together with Merger Sub One, the “Merger Subs” and, together with the Company, Parent and the Merger Subs, the “Parties” and each, a “Party”). Capitalized terms used but not defined herein have the respective meanings given to them in that certain Agreement and Plan of Merger, dated as of July 6, 2026, by and among the Parties (the “Merger Agreement”).

WHEREAS, the Parties entered into the Merger Agreement;

WHEREAS, Section 8.1(a) of the Merger Agreement provides that the Merger Agreement may be terminated with the mutual written consent of Parent and the Company;

WHEREAS, the Parties have determined that they desire to terminate the Merger Agreement by mutual consent on the terms and conditions set forth herein; and

WHEREAS, the respective boards of directors (or equivalent bodies) of Parent, Merger Sub One, Merger Sub Two and the Company approved the execution, delivery and performance of this Agreement and the transactions contemplated hereby.

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August 26, 2026

Nicholas C. Smith

VIA EMAIL/DOCUSIGN

Re:    Promotion and Retention Agreement

Dear Nick,

As you know, you are currently employed at Alto Neuroscience, Inc. (the “Company”) as Chief Financial Officer and Chief Business Officer pursuant to the terms of an offer letter dated November 20, 2023, as amended by a letter agreement dated January 16, 2024 (together, the “Offer Letter”). Effective as of August 26, 2026 (the “Effective Date”), you are being promoted to President and Chief Financial Officer. In connection with this promotion, the Company is offering you the enhanced compensation terms set forth in this Promotion and Retention Agreement.

You are eligible to earn a retention payment equal to $6,000,000 (the “Retention Payment”). The Retention Payment will be paid in two installments: 50% of the Retention Payment ($3,000,000) will be paid within ten (10) days after the Effective Date, and the second 50% ($3,000,000) will be paid on the one-year anniversary of the Effective Date. Both payments will be subject to standard deductions and withholdings.

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