Browse EX-10 agreements

August 18, 2026

Mr. John Rogers

Dear John,

We are pleased to welcome you to Baxter International Inc. (“Baxter” or the “Company”) and to confirm our verbal offer of employment, subject to formal approval by the Board of Directors of Baxter (the “Board”). This is where your purpose accelerates our mission to Save and Sustain Lives. At Baxter, you will join approximately 38,000 colleagues, in 100 countries, who share common traits like being reliable, ethical, and caring. Together, we create a place where we are happy, successful and inspire each other.

Your first day of employment is anticipated to be October 1, 2026, but is contingent upon you seeking the proper visa and/or work permits to enable you to legally work in the United States for Baxter. Your job title will be Executive Vice President, Chief Financial Officer reporting to Andrew Hider, President and Chief Executive Officer. Upon your confirming your intention to accept this agreement, we will seek formal approval from the Board, which we anticipate will formally appoint you as an executive officer of the Company effective on your first day of employment.

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INDEPENDENT DIRECTOR AGREEMENT

THIS INDEPENDENT DIRECTOR AGREEMENT (the “Agreement”), is entered into as of August 18, 2026 (the “Effective Date”), by and between Ocean Capital Acquisition Corporation, a British Virgin Islands business company (the “Company”), and Mr. Richard T. Betts, an individual (the “Director”) (individually, each a “Party” and collectively, the “Parties”).

WHEREAS, the Company desires to appoint the Director as its director of the Board to assure itself of the services of the Director during the term of Appointment (as defined below).

WHEREAS, the Director desires to be appointed by the Company as its director during the term of Appointment and upon the terms and conditions of this Agreement.

NOW THEREFORE, in consideration of the mutual promises contained herein, the adequacy and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:

1.	POSITION

The Director hereby accepts the appointment as an independent director of the Company and Chairperson of the Audit Committee of the Board (the “Appointment”).

2.	TERM

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INDEPENDENT DIRECTOR AGREEMENT

THIS INDEPENDENT DIRECTOR AGREEMENT (the “Agreement”), is entered into as of August 16, 2026 (the “Effective Date”), by and between Ocean Capital Acquisition Corporation, a British Virgin Islands business company (the “Company”), and Mr. Wei-Chieh Hao, an individual (the “Director”) (individually, each a “Party” and collectively, the “Parties”).

WHEREAS, the Company desires to appoint the Director as its director of the Board to assure itself of the services of the Director during the term of Appointment (as defined below).

WHEREAS, the Director desires to be appointed by the Company as its director during the term of Appointment and upon the terms and conditions of this Agreement.

NOW THEREFORE, in consideration of the mutual promises contained herein, the adequacy and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:

1.	POSITION

The Director hereby accepts the appointment as an independent director of the Company and Chairperson of each of the Corporate Governance and Nominating Committee and the Compensation Committee of the Board (the “Appointment”).

2.	TERM

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Lock-Up Agreement

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August 19, 2026

Rank One Computing Corporation

1290 Broadway, Suite 1200

Denver, Colorado 80203

Ladies and Gentlemen:

Whereas the undersigned previously entered a lock-up agreement with The Benchmark Company, LLC in connection with the initial public offering of common stock, par value $0.01 per share (the “Common Stock”), of Rank One Computing Corporation, a corporation formed under the laws of the State of Colorado (collectively with its subsidiaries and affiliates the “Company”). 

To induce the Company and each of its officers and directors to enter agreements substantially in the form of this lock-up agreement, the undersigned hereby agrees that, without the prior written consent of the Company, the undersigned will not, during the period commencing on the date hereof and ending on February 23, 2027 (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in

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CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS A TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

EXCLUSIVE LICENSE AGREEMENT

This Exclusive License Agreement (“Agreement”) is entered into this 20thday of August, 2026 (“Effective Date”), by and between Kiora Pharmaceuticals, Inc., a company organized under the laws of Delaware and having its principal place of business at 169 Saxony Road, Suite 212, Encinitas CA 92024 USA (“Kiora”) and Chong Kun Dang Pharmaceutical Corporation, a corporation organized under the laws of Republic of Korea and having its principal place of business at 8, Chungjeong-ro, Seodaemun-gu, Seoul, 03742, Republic of Korea (“CKD”). Kiora and CKD are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

RECITALS

WHEREAS, Kiora owns or otherwise controls certain intellectual property related to the treatment of inherited retinal disease;

WHEREAS, CKD wishes to obtain from Kiora an exclusive license under certain Kiora intellectual property rights, to develop and commercialize Licensed Products (as defined below); and

WHEREAS, Kiora is willing to grant such license rights to CKD upon the terms and conditions hereinafter set forth herein.

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CHANGE IN CONTROL AGREEMENT

THIS CHANGE IN CONTROL AGREEMENT (this “Agreement”), dated as of this 18th day of August, 2026, is entered into by and among** BRADLEY A. RUPPERT **(“Executive”) and LCNB NATIONAL BANK (the “Company”) and LCNB CORP. (the “Parent”), and is effective as of August 18, 2026 (the “Effective Date”).

RECITALS:

WHEREAS, the Company is a wholly-owned subsidiary of the Parent; and

WHEREAS, the Company desires to assure continuity of management and fair treatment of its executives in the event of a possible Change in Control (as defined below) transaction; and

WHEREAS, the Company recognizes that its executives may be involved in evaluating or negotiating any offers, proposals or other transactions which could result in a Change in Control of the Company and believes that it is in the best interest of the Company and its stockholders for such executives to be in a position to be able to assess objectively and pursue aggressively the interests of the Company’s stockholders in making these evaluations and carrying on such negotiations; and

WHEREAS, the Board of Directors of the Parent (the “Board”) believes it is essential to provide Executive with compensation arrangements that provide Executive with financial security and that are competitive with those of other corporations, and in order to accomplish these objectives, the Board has authorized the Company and the Parent to enter into this Agreement.

AGREEMENT:

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CHANGE IN CONTROL AGREEMENT

THIS CHANGE IN CONTROL AGREEMENT (this “Agreement”), dated as of this 18th day of August, 2026, is entered into by and among** MICHAEL R. MILLER **(“Executive”) and LCNB NATIONAL BANK (the “Company”) and LCNB CORP. (the “Parent”), and is effective as of August 18, 2026 (the “Effective Date”).

RECITALS:

WHEREAS, the Company is a wholly-owned subsidiary of the Parent; and

WHEREAS, the Company desires to assure continuity of management and fair treatment of its executives in the event of a possible Change in Control (as defined below) transaction; and

WHEREAS, the Company recognizes that its executives may be involved in evaluating or negotiating any offers, proposals or other transactions which could result in a Change in Control of the Company and believes that it is in the best interest of the Company and its stockholders for such executives to be in a position to be able to assess objectively and pursue aggressively the interests of the Company’s stockholders in making these evaluations and carrying on such negotiations; and

WHEREAS, the Board of Directors of the Parent (the “Board”) believes it is essential to provide Executive with compensation arrangements that provide Executive with financial security and that are competitive with those of other corporations, and in order to accomplish these objectives, the Board has authorized the Company and the Parent to enter into this Agreement.

AGREEMENT:

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CHANGE IN CONTROL AGREEMENT

THIS CHANGE IN CONTROL AGREEMENT (this “Agreement”), dated as of this 18th day of August, 2026, is entered into by and among** ANDREW WALLACE **(“Executive”) and LCNB NATIONAL BANK (the “Company”) and LCNB CORP. (the “Parent”), and is effective as of August 18, 2026 (the “Effective Date”).

RECITALS:

WHEREAS, the Company is a wholly-owned subsidiary of the Parent; and

WHEREAS, the Company desires to assure continuity of management and fair treatment of its executives in the event of a possible Change in Control (as defined below) transaction; and

WHEREAS, the Company recognizes that its executives may be involved in evaluating or negotiating any offers, proposals or other transactions which could result in a Change in Control of the Company and believes that it is in the best interest of the Company and its stockholders for such executives to be in a position to be able to assess objectively and pursue aggressively the interests of the Company’s stockholders in making these evaluations and carrying on such negotiations; and

WHEREAS, the Board of Directors of the Parent (the “Board”) believes it is essential to provide Executive with compensation arrangements that provide Executive with financial security and that are competitive with those of other corporations, and in order to accomplish these objectives, the Board has authorized the Company and the Parent to enter into this Agreement.

AGREEMENT:

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CHANGE IN CONTROL AGREEMENT

THIS CHANGE IN CONTROL AGREEMENT (this “Agreement”), dated as of this 18th day of August, 2026, is entered into by and among** ROBERT C. HAINES II **(“Executive”) and LCNB NATIONAL BANK (the “Company”) and LCNB CORP. (the “Parent”), and is effective as of August 18, 2026 (the “Effective Date”).

RECITALS:

WHEREAS, the Company is a wholly-owned subsidiary of the Parent; and

WHEREAS, the Company desires to assure continuity of management and fair treatment of its executives in the event of a possible Change in Control (as defined below) transaction; and

WHEREAS, the Company recognizes that its executives may be involved in evaluating or negotiating any offers, proposals or other transactions which could result in a Change in Control of the Company and believes that it is in the best interest of the Company and its stockholders for such executives to be in a position to be able to assess objectively and pursue aggressively the interests of the Company’s stockholders in making these evaluations and carrying on such negotiations; and

WHEREAS, the Board of Directors of the Parent (the “Board”) believes it is essential to provide Executive with compensation arrangements that provide Executive with financial security and that are competitive with those of other corporations, and in order to accomplish these objectives, the Board has authorized the Company and the Parent to enter into this Agreement.

AGREEMENT:

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Exhibit 10.1

CHANGE IN CONTROL AGREEMENT

THIS CHANGE IN CONTROL AGREEMENT (this “Agreement”), dated as of this 18th day of August, 2026, is entered into by and among** ERIC J. MEILSTRUP **(“Executive”) and LCNB NATIONAL BANK (the “Company”) and LCNB CORP. (the “Parent”), and is effective as of August 18, 2026 (the “Effective Date”).

RECITALS:

WHEREAS, the Company is a wholly-owned subsidiary of the Parent; and

WHEREAS, the Company desires to assure continuity of management and fair treatment of its executives in the event of a possible Change in Control (as defined below) transaction; and

WHEREAS, the Company recognizes that its executives may be involved in evaluating or negotiating any offers, proposals or other transactions which could result in a Change in Control of the Company and believes that it is in the best interest of the Company and its stockholders for such executives to be in a position to be able to assess objectively and pursue aggressively the interests of the Company’s stockholders in making these evaluations and carrying on such negotiations; and

WHEREAS, the Board of Directors of the Parent (the “Board”) believes it is essential to provide Executive with compensation arrangements that provide Executive with financial security and that are competitive with those of other corporations, and in order to accomplish these objectives, the Board has authorized the Company and the Parent to enter into this Agreement.

AGREEMENT:

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VOTING AGREEMENT

This Voting Agreement (this “Agreement”) is entered into as of August 18, 2026 (the “Effective Date”), by and among Streeterville Capital, LLC, a Utah limited liability company (“Investor”), and each of the undersigned shareholders of Company (as defined below) (each, a “Major Stockholder,” and collectively, the “Major Stockholders”). Capitalized terms used in this Agreement without definition shall have the meanings given to them in the Purchase Agreement.

A.            Investor and Datavault AI Inc., a Delaware corporation (“Company”), are parties to that certain Securities Purchase Agreement of even date herewith (the “Purchase Agreement”), pursuant to which Company issued to Investor that certain Convertible Promissory Note in the original principal amount of $25,030,000.00 (the “Note”, and together with the Purchase Agreement and all other documents entered into in conjunction therewith, the “Transaction Documents”).

B.            Pursuant to the Purchase Agreement, Company agreed to seek stockholder approval (the “Approval”) to issue Common Shares under the Transaction Documents to Investor in excess of the requirements of Nasdaq Listing Rule 5635(d) (“Exchange Cap”), which Approval the applicable Major Stockholders desire to vote in favor of, all pursuant to the terms and conditions hereof.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

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Securities Purchase Agreement

This Securities Purchase Agreement (this “Agreement”), dated as of August 18, 2026, is entered into by and between Datavault AI Inc., a Delaware corporation (“Company”), and Streeterville Capital, LLC, a Utah limited liability company (“Investor”).

A.            Investor desires to purchase and Company desires to issue and sell, upon the terms and conditions set forth in this Agreement: (i) a Convertible Promissory Note in the original principal amount of $25,030,000.00 in the form attached hereto as Exhibit A (the “Note”), convertible into Company’s shares of common stock, $0.0001 par value per share (the “Common Shares”), and (ii) 15,000,000 Common Shares to be used as pre-delivery shares (the “Pre-Delivery Shares”).

B.            This Agreement, the Note, and all other certificates, documents, agreements, resolutions and instruments delivered to any party under or in connection with this Agreement, as the same may be amended from time to time, are collectively referred to herein as the “Transaction Documents”.

C.            For purposes of this Agreement: “Conversion Shares” means all Common Shares issuable upon conversion of all or any portion of the Note; and “Securities” means the Note, the Pre-Delivery Shares and the Conversion Shares.

NOW, THEREFORE, in consideration of the above recitals and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Company and Investor hereby agree as follows:

1.            Purchase and Sale of Securities.

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