Browse EX-10 agreements

www.nocera.company

CONSULTING AGREEMENT

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THIS CONSULTING AGREEMENT (this “Agreement”) is entered into and made effective as of August 17, 2026 (the “Effective Date”), by and between NOCERA, INC., a Nevada corporation (the “Company”), with its principal executive offices located at 3F (Building B), No. 185, Sec. 1, Datong Rd., Xizhi Dist., New Taipei City 221, Taiwan, and Tseng, Chien-Hua, an individual (the “Contractor”), with a residence located at 2F, No. 282, Dexing E. Rd., Zhishan Li, 21 Lin, Shilin Dist., Taipei City, Taiwan (R.O.C.). The Company and the Contractor may be referred to individually as a “Party” and collectively as the “Parties.”

RECITALS

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WHEREAS, the Company now desires to engage the Contractor as an independent contractor for the purposes of assisting the Company in performing and conducting projects as from time to time as set forth on Schedule A attached hereto (the “Services”), and the Contractor desires to provide the Services to the Company pursuant to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:

AGREEMENT

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1. Engagement.

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Employment Agreement

THIS AGREEMENT is made and entered into this 17th day of August 2026, (the “Effective Date”) between Nocera, Inc., a Nevada corporation (the “Company”), and CHUANG SHUN-CHIH (the "Officer" a/k/a "Employee")

W I T N E S S E T H:

WHEREAS, the Company is in need of management services as well as assistance in developing its business plan, general corporate management, and strategic planning.

WHEREAS, Employee desires to assist the Company in its management needs.

WHEREAS, the parties hereto desire to enter into an agreement for the Company’s employment of Employee on the terms and conditions contained in this Agreement;

NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

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EXECUTION VERSION

Published CUSIP Number: 50066UAF6

Revolver CUSIP Number: 50066UAG4

Term Loan CUSIP Number: 50066UAH2

$1,450,000,000

AMENDED AND RESTATED CREDIT AGREEMENT

dated as of August 18, 2026,

by and among

KORN FERRY,

as the Borrower,

the Lenders referred to herein,

as Lenders,

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent,

Swingline Lender and an Issuing Lender,

BANK OF AMERICA, N.A.,

PNC BANK, NATIONAL ASSOCIATION,

HSBC BANK USA, NATIONAL ASSOCIATION

and

CITY NATIONAL BANK,

as Co-Syndication Agents

and

BMO BANK, N.A.,

as Documentation Agent

WELLS FARGO SECURITIES, LLC,

BOFA SECURITIES, INC.,

PNC CAPITAL MARKETS LLC,

HSBC BANK USA, NATIONAL ASSOCIATION,

CITY NATIONAL BANK,

and

BMO BANK, N.A.,

as Joint Lead Arrangers and Joint Bookrunners

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TABLE OF CONTENTS

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Final

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INFLECTION POINT ACQUISITION CORP. VI

1680 Michigan Avenue Suite 700 #1031

Miami Beach, FL

May 29, 2026

Inflection Point Asset Management LLC

1680 Michigan Avenue Suite 700 #1031

Miami Beach, FL

Re:	Chief of Staff Services Agreement

Ladies and Gentlemen:

This services agreement (this “Agreement”) is being entered into by and among Inflection Point Acquisition Corp. VI (the “Company”), Inflection Point Asset Management LLC, an affiliate of Inflection Point Holdings VI LLC (the “Sponsor”) and directors and executive officers of the Company (“IPAM”), and Dylan Chan as of the date hereof, to confirm our agreement that:

1. With effect from and commencing on May 18, 2026 (the “Effective Date”) and continuing until the earlier of the consummation by the Company of an initial business combination (“Business Combination”) or the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission relating to the Company’s initial public offering of securities (the “Offering”)) (such earlier date hereinafter referred to as the “Termination Date”), IPAM shall make available, or cause to be made available, to the Company, the services of Dylan Chan as chief of staff of the Company. In exchange therefor, the Company shall pay IPAM $12,500 per month on or around the Effective Date and continuing monthly

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TEXAS-NEW MEXICO POWER COMPANY

$150,000,000

$75,000,000 5.23% First Mortgage Bonds, due September 1, 2031, Series 2026A

$75,000,000 5.46% First Mortgage Bonds, due September 1, 2033, Series 2026B

______________

BOND PURCHASE AGREEMENT

______________

Dated August 19, 2026

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TABLE OF CONTENTS

SECTION                     HEADING                      PAGE

SECTION 1.							AUTHORIZATION OF BONDS	1
SECTION 2.							SALE AND PURCHASE OF BONDS	2

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PUBLIC SERVICE COMPANY OF NEW MEXICO

$200,000,000

$115,000,000 5.44% Senior Unsecured Notes, Series A, due August 31, 2029

$50,000,000 5.82% Senior Unsecured Notes, Series B, due August 31, 2034

$35,000,000 6.12% Senior Unsecured Notes, Series C, due August 31, 2038

______________

NOTE PURCHASE AGREEMENT

______________

Dated August 19, 2026

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TABLE OF CONTENTS

SECTION                     HEADING                      PAGE

SECTION 1.							AUTHORIZATION OF NOTES	1
SECTION 2.							SALE AND PURCHASE OF NOTES	1
SECTION 3.							CLOSING	2

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REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of August 19, 2026 and is made by and among OptimumBank Holdings, Inc., a Florida corporation and registered bank holding company (the “Company”), and the several purchasers of the Subordinated Notes (as defined below) identified on the signature pages to this Agreement (collectively, the “Purchasers”).

This Agreement is made pursuant to the Subordinated Note Purchase Agreement dated August 19, 2026, by and among the Company and each of the Purchasers (the “Purchase Agreement”), which provides for the sale by the Company to the Purchasers of $35,000,000 aggregate principal amount of the Company’s 7.50% Fixed-to-Floating Rate Subordinated Notes due 2036, which were issued on August 19, 2026 (the “Subordinated Notes”). In order to induce each of the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the Purchasers’ obligations thereunder, the Company has agreed to provide to the Purchasers and their respective direct and indirect transferees and assigns the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the closing under the Purchase Agreement.

In consideration of the foregoing, the parties hereto agree as follows:

1. Definitions.

As used in this Agreement, the following capitalized defined terms shall have the following meanings:

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SUBORDINATED NOTE PURCHASE AGREEMENT

This SUBORDINATED NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of August 19, 2026, and is made by and among OptimumBank Holdings, Inc., a Florida corporation (the “Company”), and the several purchasers of the Subordinated Notes (as defined herein) identified on the signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”).

RECITALS

WHEREAS, the Company is offering up to $35,000,000 in aggregate principal amount of Subordinated Notes, which aggregate amount is intended to qualify as Tier 2 Capital (as defined herein);

WHEREAS, the Company has engaged Piper Sandler & Co. as lead placement agent and Brean Capital as co-placement agent (collectively, the “Placement Agents”) for the offering of the Subordinated Notes;

WHEREAS, each Purchaser is either an institutional “accredited investor” as such term is defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D (“Regulation D”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), or a QIB (as defined herein);

WHEREAS, the offer and sale of the Subordinated Notes by the Company is being made in reliance upon the exemptions from registration available under Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D;

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AMENDMENT NO. 3 TO

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NOTE MODIFICATION AND CONVERSION AGREEMENT

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This Amendment No. 3 to Note Modification and Conversion Agreement (this “Amendment”) is made and entered into as of August 12, 2026 (the “Amendment Effective Date”), by and between Profusa, Inc., a Delaware corporation formerly known as NorthView Acquisition Corp. (the “Company”), and NorthView Sponsor I LLC, a Delaware limited liability company (the “Holder”, and together with the Company, the “Parties”).

RECITALS

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WHEREAS, the Holder is the holder of that certain Promissory Note, dated April 27, 2023, as amended and restated on January 8, 2024, and as further amended on May 31, 2024 and March 20, 2026 (as so amended and restated, the “Note”), issued by the Company to the Holder in the original principal amount of up to $2,500,000;

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WHEREAS, the Company and the Holder entered into that certain Note Modification and Conversion Agreement, dated as of April 24, 2026 (as amended by Amendment No. 1 thereto dated as of April 29, 2026, and Amendment No. 2 thereto dated as of July 27, 2026, the “Agreement”), pursuant to which the parties agreed to certain modifications to the Note and to provide for the conversion of the Note into shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at the Holder’s option following the effectiveness of a registration statement; and

** **

WHEREAS, the Parties desire to amend the Agreement to modify the definition of “Conversion Price” as set forth herein.

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AMENDMENT NO. 2 TO

NOTE MODIFICATION AND CONVERSION AGREEMENT

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This Amendment No. 2 to Note Modification and Conversion Agreement (this “Amendment”) is made and entered into as of July 31, 2026 (the “Amendment Effective Date”), by and between Profusa, Inc., a Delaware corporation formerly known as NorthView Acquisition Corp. (the “Company”), and NorthView Sponsor I LLC, a Delaware limited liability company (the “Holder”, and together with the Company, the “Parties”).

RECITALS

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WHEREAS, the Holder is the holder of that certain Promissory Note, dated April 27, 2023, as amended and restated on January 8, 2024, and as further amended on May 31, 2024 and March 20, 2026 (as so amended and restated, the “Note”), issued by the Company to the Holder in the original principal amount of up to $2,500,000;

** **

WHEREAS, the Company and the Holder entered into that certain Note Modification and Conversion Agreement, dated as of April 24, 2026 (as amended by Amendment No. 1 thereto dated as of April 29, 2026, the “Agreement”), pursuant to which the parties agreed to certain modifications to the Note and to provide for the conversion of the Note into shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at the Holder’s option following the effectiveness of a registration statement;

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	621 NW 53rd Street Suite 260 Boca Raton FL 33487

KEY EMPLOYEE RETENTION, TRANSITION AND RESIGNATION AGREEMENT

This Key Employee Retention, Transition and Resignation Agreement (this “Agreement”) is entered into as of June 29, 2026 (the “Effective Date”), by and between SpringBig Holdings, Inc. and SpringBig, Inc. (collectively the “Company”) and Jason Moos (“Executive”).

1. Resignation

Executive hereby irrevocably resigns from his position as **Chief Financial Officer (and any prior position, including Chief Operating Officer) **and from any other officer, director, or managerial positions held with the Company or any of its affiliates, effective as of June 30, 2026 (the “Resignation Date”).

Between the Effective Date and July 11, 2026 (the “Final Employment Date”), Executive shall continue as an employee in a transition capacity but shall not have authority to bind the Company or execute agreements on behalf of the Company. Executive shall continue to faithfully perform his duties in the ordinary course, cooperate in good faith with the Company, and assist in maintaining continuity of operations.

2. Transition Services

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	621 NW 53rd Street Suite 260 Boca Raton FL 33487

Execution Version

May 28, 2026

Jaret Christopher
Via Email

Re:	Separation Agreement

Dear Jaret:

This letter sets forth the substance of the separation agreement (the “Agreement”) that SpringBig, Inc. (“**OpCo”) **an operating subsidiary of SpringBig Holdings, Inc. (“Holdings”) (OpCo and Holdings, collectively, the “Company”) is offering to you to aid in your employment transition.

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1. Separation. Your last day of work with Holdings and your employment termination date will be May 28, 2026, or the date of your execution of this Agreement if earlier. (the “Separation Date”). You confirm that effective as of the Separation Date, you are deemed to have resigned from all positions you held as an officer, director, or member of any board of directors, board committee, or similar governing body of Holdings and each of its subsidiaries and affiliates. You acknowledge and agree that effective May 15, 2026 you were removed from all positions you held as an officer, director, or member of the board of directors, board committee, or similar governing body of OpCo. You agree to execute any additional documents reasonably requested by OpCo or Holdings to confirm and/or effectuate such separation and/or resignations.

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