Browse EX-10 agreements

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PROMISSORY NOTE

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USD $150,000.00

Date: April 14th, 2026

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FOR VALUE RECEIVED, Global Impx, Inc., a Delaware corporation having its address at 131 Continental Drive, Suite 305, Newark, Delaware 19713 (the “Borrower”), hereby promises to pay to AstraBridge Inc., a Wyoming corporation having its registered office at 30 N Gould St, Ste R, Sheridan, WY 82801 (the “Lender”), the principal sum of USD $150,000, (One hundred fifty thousand only) (the “Loan Amount”), together with interest as set forth below.

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1.	Background

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The Borrower and Lender acknowledge that:

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	·	The Lender had previously advanced an aggregate amount of USD $730,000 to the Borrower under prior loan arrangements; and

	·	Pursuant to a conversion approved by the Lender and the Borrower, such amount has been fully converted into equity of the Borrower, and stands extinguished as debt.

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***RELATED PARTY LOAN AGREEMENT ***

This Related Party Loan Agreement (“Agreement”) is made and entered into as of July 29, 2026 (“Effective Date”), by and between:

Mariner Strategic Investments, LLC, a Delaware limited liability company, with its principal place of business at 1 Holtec Boulevard, Camden, New Jersey 08104 (“Lender”); and

Holtec International, a Delaware corporation with its principal place of business at 1 Holtec Boulevard, Camden, New Jersey 08104 (“Borrower”).

Lender and Borrower are each referred to as a “Party” and collectively as the “Parties.”

1. Loan

Subject to the terms of this Agreement, Lender agrees to lend to Borrower, and Borrower agrees to borrow from Lender, the principal amount of One Hundred and Fifty Million United States Dollars ($150,000,000 USD) (the “Loan”). Lender shall fund the Loan on the Effective Date, or on such other date as the Parties may agree in writing, by wire transfer to an account designated by Borrower.

2. Purpose

Borrower may use the proceeds of the Loan for working capital, operational, investment, or other general corporate purposes.

3. Interest

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		Krishna P. Singh Technology Campus, 1 Holtec Blvd., Camden, NJ 08104 Telephone (856) 797-0900 Fax (856) 797-0909

SECOND AMENDMENT TO RELATED PARTY REVOLVING LOAN AGREEMENT

This Second Amendment to Related Party Revolving Loan Agreement (This “Second Amendment”) is made and entered into as of April 1, 2026, by and between:

Lender: Harbor Associates LP, A Florida limited partnership with its principal place of business at 1001 N. US Hwy 1, Jupiter Florida 33477

Each individually referred to as a “Party” and collectively as the “Parties.”

Borrower: Holtec International, a Delaware corporation with its principal place of business at 1 Holtec Boulevard, Camden, New Jersey 08104.

*RECITALS *

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		Krishna P. Singh Technology Campus, 1 Holtec Blvd., Camden, NJ 08104 Telephone (856) 797-0900 Fax (856) 797-0909

FIRST AMENDMENT TO

RELATED PARTY REVOLVING LOAN AGREEMENT

This First Amendment to Related Party Revolving Loan Agreement (this “Amendment”) is made and entered into as of January 20, 2026, by and between:

Lender: Harbor Associates LP, a Florida limited partnership with its principal place of business at 1001 N. US Hwy 1, Jupiter, Florida 33477

Borrower: Holtec International, a Delaware corporation with its principal place of business at 1 Holtec Boulevard, Camden, New Jersey. 08104

Each individually referred to as a “Party” and collectively as the “Parties.”

*1. Amendment to the Facility Amount *

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Exhibit 10.1

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August 21, 2026

Dune Acquisition Corporation III
700 S. Rosemary Avenue, Suite 204
West Palm Beach, FL 33401

	Re:	Initial Public Offering

Ladies and Gentlemen:

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Dune Acquisition Corporation III, a Cayman Islands exempted company (the “Company”), and Clear Street LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 11,500,000 of the Company’s units (including up to 1,500,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to the registration statement on Form S-1 (File No. 333-293667) and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) and the Company has applied to have the Units, Class A Ordinary Shares and Warrants listed on the Nasdaq Global

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of August 21, 2026, between TurboGen Ltd., an Israeli corporation (the “Company”), and each purchaser listed in Exhibit A attached hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

WHEREAS, the Company is a public company registered in Israel whose securities are listed for trade on the Tel Aviv Stock Exchange Ltd. (the “TASE”);

WHEREAS, the Company is currently in the process of exploring the direct registration of its Ordinary Shares for trading on a tier of the Nasdaq Stock Market LLC, a Trading Market in the United States; and

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”) contained in Regulation S promulgated under the Securities Act (“Regulation S”) and, to the extent applicable, Section 4(a)(2) of the Securities Act, the Company desires to issue and sell to each Purchaser and each Purchaser, severally and not jointly, desires to purchase from the Company securities of the Company which shall be eligible for trading on a Trading Market in the United States following their issuance, subject to applicable securities Laws, the effectiveness of the Registration Statement and the applicable procedures of the Transfer Agent, as more fully described in this Agreement.

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PRIVILEGED & CONFIDENTIAL EXCLUSIVE AGREEMENT AI Data Center Joint Venture — Wheeler, Texas Date: July 30, 2026 This Exclusive Agreement (the "Agreement") is entered into by and between BITARI, INC . ("Bitari"), a Texas corporation at 16544 TX - 152 , Wheeler County, Texas 79096 , and ALERIA TECHNOLOGY LLC ("Aleria"), an Abu Dhabi, UAE limited liability company . Each is a "Party . " This Agreement is a short, good - faith understanding . Sections 7 and 8 are non - binding, and nothing in this Agreement obligates either Party to enter into any transaction ; the remaining sections are binding . 1. Background The Parties have entered into a series of discussions to pursue the opportunity to jointly create an AI data center on Bitari's site in Wheeler, Texas (the "Project Site") . Bitari is currently preparing its IPO process at a target valuation of $ 300 M . Bitari has also acquired the rights to a land in Wheeler, Texas, suitable for the development of an AI data center of up to 1 , 300 MW, to be developed in two operational phases : Phase 1 (~ 30 MW, 2026 ) and Phase 2 (expansion to ~ 1 , 300 MW, targeted by 2030 ) (collectively, the "Project") . Aleria and its partners would bring funding, GPU/IT infrastructure, proprietary software IP (Aleria Cloud, Aleria OS, Data Fusion Platform), and offtake - customer contracts — receiving in exchange correspondent shares in Bitari . In order to outline the exact perimeter of the venture, investments, profit - sharing, and governance, the Parties enter into this Agreement . 2. The Arrangement In exchange for the Deposit, Bitari

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Premise No: 305417209 Contract No: 6201 - 2632 The parties ("Parties") to this Electric Service Agreement ("Agreement") are Southwestern Public Service Company, d/b/a Xcel Energy, a New Mexico corporation authorized to transact business in Texas and New Mexico, (“ SPS”) and BITAI TECHNOLOGY INC, whose mailing address 16544 Highway 152 , Wheeler TX 79096 . This Agreement relates to the sale by SPS of electric energy to Customer at 35 . 888800 , - 101 . 977100 . Section 1 . Agreement . SPS agrees to sell and deliver to Customer, and Customer agrees to purchase and take from SPS, all electric energy requirements for Customer's operations at the Point of Service, according to the terms and conditions of this Agreement . Section 2 . Term . The term ("Term") of this Agreement shall begin on the earlier of (i) the date on which Customer first receives electric energy under this Agreement or (ii) the June 2026 meter reading date, and shall continue for a period of one ( 1 ) year(s) . Upon the expiration of the Term, this Agreement shall be automatically extended from year to year unless terminated pursuant to Section 3 (“Extended Term”) . Section 3 . Termination . Either Party may terminate this Agreement at the end of the Term by delivering to the other Party written notice of termination not less than six ( 6 ) months prior to the end of the Term, or at any time during any Extended Term by delivering to the other Party written notice of termination six ( 6 ) months prior to the intended date of termination . Section 4 . Warranties and Representations of Customer . Customer

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Premise No: 305086911 Contract No: 6201 - 2629 Page 1 ESA TX Rev. May 2015 The parties ("Parties") to this Electric Service Agreement ("Agreement") are Southwestern Public Service Company, d/b/a Xcel Energy, a New Mexico corporation authorized to transact business in Texas and New Mexico, (“SPS”) and Your Choice B Inc ("Customer"), whose mailing address 16552 Highway 152 - Wheeler, Tx 79096 . This Agreement relates to the sale by SPS of electric energy to Customer at 35 . 443044 , - 100 . 138248 . ("Point of Service") . Section 1 . Agreement . SPS agrees to sell and deliver to Customer, and Customer agrees to purchase and take from SPS, all electric energy requirements for Customer's operations at the Point of Service, according to the terms and conditions of this Agreement . Section 2 . Term . The term ("Term") of this Agreement shall begin on the earlier of (i) the date on which Customer first receives electric energy under this Agreement or (ii) the January 2026 meter reading date and shall continue for a period of one ( 1 ) year(s) . Upon the expiration of the Term, this Agreement shall be automatically extended from year to year unless terminated pursuant to Section 3 (“Extended Term”) . Section 3 . Termination . Either Party may terminate this Agreement at the end of the Term by delivering to the other Party written notice of termination not less than six ( 6 ) months prior to the end of the Term, or at any time during any Extended Term by delivering to the other Party written notice of termination six ( 6 ) months prior to the intended date of termination . Section

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OPERATION AND MAINTENANCE SERVICE AGREEMENT Agreement No.: DZ20 - YWFW - 202507 Execution Date: June 1, 2025 Service Commencement Date: July 1, 2025 Effective Date: July 1, 2025 PARTIES YOUR CHOICE DOUBLE DZ INC., a corporation duly incorporated under the laws of the State of Texas, with its registered address at 1705 Guadalupe St., Ste. 400, Austin, TX 78701, and its operational address at 16544 HWY 152, Wheeler, TX 79096 (the “Client”). JWT TECHNOLOGY INC., a corporation duly incorporated under the laws of the State of Indiana, United States, with its registered address at 6354 East 100 North, Marion, IN 46953, USA (the “Service Provider”). RECITALS A. The Client owns and operates a digital asset mining facility with a designed electrical load capacity of twenty megawatts (20 MW) located at 16544 HWY 152, Wheeler, Texas 79096 (the “Mining Facility”). B. The client desires to engage the service provider to provide non - exclusive operation and maintenance services for the mining facility compliant with the supervision and audit requirements of the relevant authorities/departments. SECTION 1 – DEFINITIONS AND INTERPRETATION 1. “Uptime” (also referred to as “Hashrate Uptime”) means the percentage of time during a calendar month that the Mining Facility is operational and capable of performing normal mining operations, measured by effective hashrate availability as verified through mining pool/API and on - site telemetry, excluding only: (a) Scheduled Maintenance approved in advance in writing by the Client; and (b) qualifying Force Majeure Events as defined and limited in

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CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (“ Agreement ”) is made as of the April 28 th, 2022 (the “ Effective Date ”) by and between 913 HERO, LLC , an Oklahoma limited liability company (“ Consultant ”), and YOUR CHOICE DOUBLE DZ, INC . , a Texas corporation (“ Company ”) . AGREEMENT: 1. Services . Consultant is a party to that certain Surface Location, Roadway, and Power Facility Easement more particularly described on Exhibit “A” attached hereto and made a part hereof (the “ Easement ”), a copy of which has been provided to Company, pursuant to which the grantor thereunder (“ Land Owner ”) granted to Consultant the right to survey, construct, use, operate, maintain, and/or repair the real property located in Wheeler County, Texas more particularly described on Exhibit “B” attached hereto and made a part hereof (the “ Easement Area ”) for the mining, creation, storage, transfer, staking and exchange of cryptocurrency . In exchange for the consideration set forth herein, Consultant shall, upon obtaining Land Owner’s consent, assign all of Consultant’s right, title and interest in and to the Easement to Company so that Company shall be the sole grantee under the Easement (the “ Assignment ”) . 2. Term . The term of this Agreement shall be for a period of ten ( 10 ) years commencing on the Effective Date (the “ Term ”) . 3. Consulting Fee; Costs and Expenses; Easement Consideration . (a) Company hereby covenants and agrees to pay Consultant a monthly fee in exchange for the services provided by Consultant hereunder in accordance with the schedule set forth on Exhibit

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