Browse EX-10 agreements

EXCHANGE AGREEMENT

This Exchange Agreement (“Agreement”) is entered into as of August 24, 2026 by and between Greenwave Technology Solutions, Inc., a Delaware corporation (the “Company”), and the noteholder whose signature appears on the signature page hereto (“Holder”).

WHEREAS, on December 2, 2024, the Company entered into a Contract of Sale (the “Contract of Sale”) with DWM Properties LLC (“DWM”), KPAJ, LLC and Oceana Salvage Properties, L.L.C. (collectively, the “Sellers”), in each case, an entity affiliated with Danny Meeks, the Company’s Chief Executive Officer, pursuant to which the Company agreed to purchase the Premises (as defined in the Contract of Sale) held by the Sellers for an aggregate purchase price of $15,000,000, to be allocated among the seven parcels comprising the Premises and the Licenses and Premises (as each term is defined in the Contract of Sale), as more fully described in the Contract of Sale;

WHEREAS, the purchase price was payable, in part, by the issuance of a promissory note payable to DWM (the “DWM Note”) in the aggregate principal amount of $11,699,916 with an interest rate of 10% per annum;

WHEREAS, as of the date hereof, the principal balance of the DWM Note, is $5,391,859 (the “Note Amount”); and

WHEREAS, as of the date hereof, the parties also desire to exchange $2,608,141 of other related party amounts owed to Mr. Meeks and his affiliates (the “Other Amount” and together with the Note Amount, the “Exchange Amount”);

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1 Execution STOCK REPURCHASE AGREEMENT This STOCK REPURCHASE AGREEMENT (this “Agreement”) is entered into as of August 21, 2026, by and between Robert A. Ortenzio, The Robert A. Ortenzio Descendants Trust, The Robert A. Ortenzio 2014 Trust FBO Bryan A. Ortenzio, The Robert A. Ortenzio 2014 Trust FBO Kevin M. Ortenzio and The Robert A. Ortenzio 2014 Trust FBO Madeline G. Ortenzio (each, a “Seller” and collectively, the “Sellers”) and Concentra Group Holdings Parent, Inc., a Delaware corporation (the “Company”). WHEREAS, the Company agrees to purchase from the Sellers, and the Sellers agree to sell to the Company, the number of shares of common stock of the Company, par value $0.01 per share (the “Common Stock”), as set forth on Schedule I attached hereto (collectively, the “Repurchased Shares”), such sale and purchase to be consummated in accordance with the terms and subject to the conditions set forth herein. NOW, THEREFORE, in consideration of the premises set forth above and of the mutual representations, covenants, and obligations hereinafter set forth, and for other good and valuable consideration, the receipt, sufficiency, and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: ARTICLE I PURCHASE AND SALE OF REPURCHASED SHARES 1.1 Purchase and Sale of Repurchased Shares. The closing of the purchase and sale of the Repurchased Shares contemplated herein (the “Closing”) shall take place on the business day immediately following the date of this Agreement, or at such other time and at such place as the

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CHANGE IN CONTROL AGREEMENT

THIS CHANGE IN CONTROL AGREEMENT (this “Agreement”) is made and entered into as of the _____ day of ______, 202_, by and between LOWE’S COMPANIES, INC., a North Carolina corporation (the “Company”), and _______________ (“Executive”).

WHEREAS, the Company desires to enter into this Agreement to (i) assure that the Company will have the continued dedication of Executive, notwithstanding the possibility, threat or occurrence of a Change in Control (as defined below) of the Company, (ii) diminish the inevitable distraction of Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change in Control, (iii) encourage Executive’s full attention and dedication to the Company currently and in the event of any threatened or pending Change in Control, and (iv) provide Executive with compensation and benefits arrangements upon a Change in Control which ensure that the compensation and benefits expectations of Executive will be satisfied and which are competitive with those of other corporations,

NOW THEREFORE, in order to accomplish these objectives, the Company and Executive agree as follows:

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Dated 21 August** **2026

Investment and Share Subscription Agreement

Between

**RYZON MATERIALS LIMITED **
(Formerly Magnis Energy Technologies Limited)

(Ryzon)

****and

Uranex ESIP PTY Limited

(Uranex ESIP)

and

**SOWG TANZANIA INC.
**(or such Sow Good entity as the Parties may finally agree)

(Investor)

****and

SOW GOOD INC.

(Investor Parent)

and

URANEX TANZANIA LIMITED

(UTL)

and

MAGNIS TECHNOLOGIES (TANZANIA) LIMITED

(MTT)

relating to

the financing of the Nachu Graphite Project

CLAUSE

1.	Interpretation		2
2.	Subscription		9
3.	Investment		9
4.	Conditions Precedent		11
5.	Conduct Prior to Completion		14
6.	Completion		17
7.	Warranties and Indemnities		19
8.	Indemnity		20
9.	Ryzon and Uranex ESIP Voting Rights		21
10.	Confidentiality and announcements		22
11.	Assignment and other dealings		22
12.	Agreement survives Completion		23
13.	Status of agreement		23
14.	Severance		23
15.	Variation and waiver		23

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EXHIBIT A

AMENDMENT TO EMPLOYMENT AGREEMENT

This AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment"),is dated as of November 6, 2025, is made by and between Alpha and Omega Semiconductor Limited, a company incorporated m1d existing under the laws of the Islands of Bermuda (the "Company"),and Mike F. Chang (the "Executive").

WITNESSETH:

WHEREAS, the Executive and the Compm1y entered into m1 Employment Agreement effective as of February 23, 2023 (the "Employment Agreement").

WHEREAS, the parties hereto desire to m11end the Employment Agreement on the terms set forth herein to reflect the Executive's resignation as the Company's Executive Chairman and the terms of his new position as Executive Vice President of Strategic Initiatives, effective as of March 3, 2025.

NOW, THEREFORE, in consideration of the foregoing, and of the representations, warranties, covenants and agreements contained in the Employment Agreement and herein, and for other good and valuable consideration, the receipt mid adequacy of which are hereby acknowledged and accepted, the parties hereto hereby agree as follows:

1. Section 2.1 of the Employment Agreement is hereby amended in its entirety to read as follows:

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Exhibit 10.23

ALPHA AND OMEGA SEMICONDUCTOR LIMITED

AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

This sets forth the Amended and Restated Non-Employee Director Compensation Policy (the “Policy”) of Alpha and Omega Semiconductor Limited (the “Company”), as adopted by the Board of Directors of the Company (the “Board”) on July 1, 2026, which shall remain in effect until amended, replaced or rescinded by further action of the Board. The cash compensation and equity awards described in this Policy shall be paid or be made, as applicable, automatically and without further action of the Board, to each member of the Board who is not an employee of the Company or any subsidiary (each, a “Non-Employee Director”) who may be eligible to receive such cash compensation or equity awards. Members of the Board shall not be entitled to receive any meeting fees (other than any special meeting fees described below) or other compensation for service on the Board.

1.Annual Retainer.

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** EXHIBIT 10.8**

** **

INDEMNIFICATION AGREEMENT

This Agreement, made and entered into effective as of August 25, 2026 (“Agreement”), by and between Southern Cross Acquisition II Corp., a Cayman Islands exempted company (“Company”), and the undersigned indemnitee (“Indemnitee”).

WHEREAS, the adoption of the Sarbanes-Oxley Act of 2002 and other laws, rules and regulations being promulgated have increased the potential for liability of officers and directors; and

WHEREAS, the board of directors of the Company (“Board”) has determined that the ability to attract and retain such persons is in the best interests of the Company’s shareholders; and

WHEREAS, it is reasonable, prudent and necessary for the Company to obligate itself contractually to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that such persons will serve or continue to serve the Company free from undue concern that they will not be adequately indemnified; and

WHEREAS, this Agreement is a supplement to and in furtherance of the Company’s amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”) and any resolutions adopted pursuant thereto and shall neither be deemed to be a substitute therefor nor to diminish or abrogate any rights of Indemnitee thereunder; and

WHEREAS, Indemnitee is willing to serve on behalf of the Company on the condition that he be indemnified according to the terms of this Agreement;

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** **

FORM OF LETTER AGREEMENT

August 25, 2026

Southern Cross Acquisition II Corp.

1412 Broadway, 21st Floor Suite 21V

New York, NY 10018

Re: Initial Public Offering

Ladies and Gentlemen:

This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Southern Cross Acquisition II Corp., a Cayman Islands company (the “Company”), and D. Boral Capital LLC, as representative (the “Representative”) of the several underwriters named on Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), one redeemable warrant, with each whole warrant to acquire one Ordinary Share (the “Warrants”), and one right to receive one-fourth (1/4) of one Ordinary Share (the “Rights”). Certain capitalized terms used herein are defined in paragraph 14 hereof.

In order to induce the Company and the Underwriter to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit that such IPO will confer upon the undersigned as a shareholder of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the Company as follows:

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the August 25, 2026, by and among Southern Cross Acquisition II Corp., a Cayman Islands company (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).

WHEREAS, the Investors and the Company desire to enter into this Agreement to provide the Investors with certain rights relating to the registration of the securities held by them as of the date hereof; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. DEFINITIONS. The following capitalized terms used herein have the following meanings:

“Agreement” means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.

“Business Combination” means the acquisition of direct or indirect ownership through a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities.

“Commission” means the Securities and Exchange Commission, or any other Federal agency then administering the Securities Act or the Exchange Act.

“Company” is defined in the preamble to this Agreement.

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INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of August 25, 2026, by and between Southern Cross Acquisition II Corp., a Cayman Islands corporation (the “Company”), and Equiniti Trust Company, LLC, a New York limited liability trust company (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1 (File No. 333-297331) (the “Registration Statement”) and prospectus (the “Prospectus”), for its initial public offering of the Company’s units (the “Units”), each of which consists of one share of the Company’s ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), one warrant, each whole redeemable warrant entitling the holder to purchase one Ordinary Share (the “Warrants”), and one right to receive one-fourth (1/4) of an Ordinary Share upon the consummation of an initial business combination (such initial public offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission (capitalized term used herein and not otherwise defined shall have the meanings set forth in the Registration Statement); and

WHEREAS, the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with D. Boral Capital LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”) named therein;

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PRIVATE UNIT SUBSCRIPTION AGREEMENT

BETWEEN THE REGISTRANT, THE SPONSOR, AND THE REPRESENTATIVE

Southern Cross Acquisition II Corp.

1412 Broadway, 21st Floor Suite 21V

New York, NY 10018

August 25, 2026

Ladies and Gentlemen:

Southern Cross Acquisition II Corp. (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), in connection with its initial public offering (“IPO”), pursuant to a registration statement on Form S-1 (File No. 333-297331) (“Registration Statement”).

The undersigned hereby commit to purchase an aggregate of 224,550 units (or up to 227,363 units if the overallotment option is exercised in full by D. Boral Capital LLC, the representative of underwriters of the IPO (“D. Boral”)) of the Company (“Private Units”), each Private Unit consisting of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Share”), one redeemable warrant, with each warrant to acquire one Ordinary Share (each a “Warrant”), and one right to receive one-fourth (1/4) of one Ordinary Share (each a “Right”), at $10.00 per Private Unit, for a purchase price of $2,245,500 (or up to $2,273,630 if the over-allotment option is exercised in full by D. Boral) (the “Private Unit Purchase Price”). Of these Private Units, Southern Cross Acquisition II Sponsor Corp. will purchase 205,800 Private Units (regardless of the exercise of

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SECURITIES TRANSFER AGREEMENT

This Securities Transfer Agreement is dated as of August 25, 2026 (this “Transfer”), by and among Southern Cross Acquisition II Sponsor Corp., a Cayman Islands exempted company (the “Seller”), Southern Cross Acquisition II Corp., a Cayman Islands exempted company (the “Company”), and the parties identified on the signature page hereto (each a “Buyer” and collectively, the “Buyers”).

WHEREAS, on the terms and subject to the conditions set forth in this Transfer, the Seller wishes to transfer to the Buyer ordinary shares, $0.0001 par value (“Ordinary Shares”) of the Company, a newly-organized blank check company, or special purpose acquisition company, formed for the purpose of effecting a merger, stock exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”), and the Buyer wish to purchase and receive such Initial Shares (as defined below) from the Seller.

NOW, THEREFORE, in consideration of the premises, representations, warranties and the mutual covenants contained in this Transfer, and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

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