Browse EX-10 agreements

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WORKING CAPITAL LOAN AGREEMENT

This Working Capital Loan Agreement (this “Agreement”) is entered into as of July 1, 2026 (the “Effective Date”), by and between:

LENDER

GV Assets Holdings Limited (Company No. 2188841), a company incorporated in British Virgin Islands with its registered address at OMC Chambers, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands. (the “Lender”);

and

BORROWER

Goodvision AI Inc. (Company No. 427064), an exempted company incorporated under the laws of the Cayman Islands with its registered office at 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands (the “Borrower”).

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

WHEREAS:

(A) The Borrower is a holding company and conducts its business through its subsidiaries, which are engaged in AI technology services and related commercial operations;

(B) The Borrower requires additional working capital and funding for general corporate purposes in connection with its business operations; and

(C) The Lender has agreed to make available a short-term loan to the Borrower upon the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties hereby agree as follows:

1. LOAN FACILITY

1.1 Subject to the terms and conditions of this Agreement, the Lender hereby agrees to make available to the Borrower a loan facility in the principal amount of US$250,000 (the “Loan”).

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AMENDMENT TO THE

EXTREME NETWORKS, INC.

EXECUTIVE CHANGE IN CONTROL SEVERANCE PLAN

This Amendment (this “Amendment”) to the Extreme Networks, Inc. Executive Change in Control Severance Plan, as amended and restated April 30, 2019, and further amended on February 2, 2021 (the “Plan”), is made and adopted by the Board of Directors (the “Board”) of Extreme Networks, Inc., a Delaware corporation (the “Company”), effective as of July 23, 2026 (the “Effective Date”).

RECITALS

WHEREAS, the Company maintains the Plan;

WHEREAS, pursuant to Section 16 of the Plan, the Plan may be amended by the Board from time to time; and

WHEREAS, the Board desires to amend the Plan to clarify the circumstances constituting Good Reason following a Change in Control.

RESOLVED, that the Plan is hereby amended as follows, effective as of the Effective Date:

AMENDMENT

1. Paragraph (1) of the definition of “Good Reason” in Appendix A to the Plan is hereby deleted and replaced in its entirety with the following:

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AMENDMENT No. 1 TO BUSINESS COMBINATION AGREEMENT

This Amendment No. 1 to Business Combination Agreement, dated as of June 12, 2026 (the “Amendment”), is to amend the Business Combination Agreement (the “Existing BCA”), which was made and entered into as of October 29, 2025, by and among Eureka Acquisition Corp, a Cayman Islands company (the “SPAC”), Marine Thinking Inc., a company incorporated under the CBCA (the “Company”), and 17358750 Canada Inc., a company incorporated under the CBCA and a wholly-owned subsidiary of the SPAC (the “Amalgamation Sub”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Existing BCA.

Recitals

WHEREAS, pursuant to Section 9.4 of the Existing BCA, the Existing BCA may be amended by a writing signed by each of Parent and the Company; and

WHEREAS, the SPAC, the Company and the Amalgamation Sub desire to amend the Existing BCA to reflect the changes agreed between the parties and to clarify certain terms and conditions set forth therein.

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

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1. Amendment of Certain Provisions.

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Section 5.19:

Section 5.19 of the Existing BCA is amended in its entirety to read as follows:

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FORM OF VOTING, SUPPORT AND STANDSTILL AGREEMENT

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This Voting, Support and Standstill Agreement (this “Agreement”), dated as of August 13, 2026 (the “Effective Date”), by and among NextNRG, Inc., a Delaware corporation (the “Company”), and certain stockholders of the Company as listed on Schedule A hereto (each, a “Stockholder” and, collectively, the “Stockholders”).

RECITALS

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WHEREAS, on August 13, 2026, the Company and the Buyers are entering into that certain Securities Purchase Agreement (the “Purchase Agreement”; capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Purchase Agreement), pursuant to which (and subject to the terms and conditions set forth therein) the Company has agreed to issue and sell to, and the Buyers have agreed to purchase from the Company, certain Securities;

WHEREAS, the execution and delivery of this Agreement by each Stockholder is a material inducement to the willingness of the Buyers to enter into the Purchase Agreement;

WHEREAS, pursuant to the Purchase Agreement, the Company has agreed to obtain Required Stockholder Approval as set in the Purchase Agreement forth (the “Stockholder Proposals”);

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FORM OF REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 13, 2026, is by and among NextNRG, Inc., a Delaware corporation with offices located at 407 Lincoln Rd. #9F, Miami Beach, Florida 33139 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).

RECITALS

A. In connection with the Securities Purchase Agreement by and among the parties hereto, dated as of August 13, 2026 (the “Securities Purchase Agreement”), the Company has agreed, upon the terms and subject to the conditions of the Securities Purchase Agreement, to issue and sell to each Buyer the Shares (as defined in the Securities Purchase Agreement) which will be convertible into Conversion Shares (as defined in the Securities Purchase Agreement) in accordance with the terms of the Certificate of Designation (as defined in the Securities Purchase Agreement).

B. The Shares are being offered and sold in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the “1933 Act”).

C. To induce the Buyers to consummate the transactions contemplated by the Securities Purchase Agreement, the Company has agreed to provide certain registration rights under the 1933 Act and applicable state securities laws.

AGREEMENT

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EXECUTION VERSION

form ofSECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 13, 2026, is by and among NextNRG, Inc., a Delaware corporation with offices located at 407 Lincoln Rd. #9F, Miami Beach, Florida 33139 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

RECITALS

A. The Company and each Buyer is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.

B. The Company has authorized a new series of “blank check” preferred stock, the Series C Convertible Non-Voting Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”), which shares of Series C Preferred Stock shall have the rights, preferences and privileges as set forth in the Certificate of Designation of Preferences, Rights and Limitations of the Series C Preferred Stock (the “Certificate of Designation”) in the form attached hereto as Exhibit A, and which shares of Series C Preferred Stock shall be convertible into shares of common stock, par value $0.0001 per share (the “Common Stock”), in accordance with the terms of the Certificate of Designation.

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PLACEMENT AGENCY AGREEMENT

August 13, 2026

Optimi Health Corp.

269 David Brown Way,

Princeton, BC, Canada V0X 1W0

Attention: Dane Stevens

This letter (the “Agreement”) constitutes the agreement between Joseph Gunnar & Co., LLC (the “Placement Agent”) and Optimi Health Corp., a British Columbia corporation (the “Company”), pursuant to which the Placement Agent shall act as the exclusive placement agent for the Company in connection with the proposed equity line of credit financing (the “Placement”) contemplated by that certain Common Shares Purchase Agreement (the “Purchase Agreement”) to be entered into between the Company and Seven Knots, LLC (the “Investor”), pursuant to which the Company may, from time to time, issue and sell common shares of the Company (the “Common Shares”) to the Investor. The Placement Agent agrees to solicit offers for the Placement on a “reasonable best efforts” basis. The terms of the Placement shall be mutually agreed upon by the Company, the Placement Agent and the Investor, and nothing herein shall be construed as granting the Placement Agent the power or authority to bind the Company or the Investor or as constituting an obligation of the Company to issue any securities or complete the Placement. The Purchase Agreement, the Registration Rights Agreement, the Commitment Note and the other documents executed and delivered by the Company and the Investor in connection with the Placement are referred to collectively herein as the “Transaction Documents”. Each date on which the Company receives cash proceeds from a sale of Common Shares to

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REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 13, 2026, is by and between Seven Knots, LLC, a Montana limited liability company (the “Investor”), and Optimi Health Corp., a corporation incorporated under the Business Corporation Act (British Columbia) (the “Company”).

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RECITALS

A. The Company and the Investor have entered into that certain common shares purchase agreement, dated as of the date hereof (the “Purchase Agreement”), pursuant to which the Company may issue to the Investor, from time to time, up to $100 million of the Company’s common shares, no par value (the “Common Shares”).

B. Pursuant to the terms of, and in consideration for the Investor entering into, the Purchase Agreement, the Company shall cause to be issued to the Investor the Commitment Notes in accordance with the terms of the Purchase Agreement.

C. Pursuant to the terms of, and in consideration for the Investor entering into, the Purchase Agreement, and to induce the Investor to execute and deliver the Purchase Agreement, the Company has agreed to provide the Investor with certain registration rights with respect to the Registrable Securities (as defined herein) as set forth herein.

AGREEMENT

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UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE DECEMBER 14, 2026.

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THIS CONVERTIBLE PROMISSORY NOTE (AS MAY BE AMENDED FROM TIME TO TIME, THE “NOTE”) AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF OR EXEMPTION UNDER THE SECURITIES ACT.

INITIAL CONVERTIBLE PROMISSORY NOTE

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Aggregate Principal Amount: $1,500,000	Dated as of August 13, 2026

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COMMON Shares PURCHASE AGREEMENT

This COMMON SHARES PURCHASE AGREEMENT is made and entered into as of August 13, 2026 (this “Agreement”), by and among Seven Knots, LLC, a Montana limited liability company (the “Investor”), and Optimi Health Corp., a corporation incorporated under the Business Corporation Act (British Columbia) (the “Company”).

RECiTALS

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WHEREAS, the parties desire that, upon the terms and subject to the conditions and limitations set forth herein, the Company may issue and sell to the Investor, from time to time as provided herein, and the Investor shall purchase from the Company, up to $100 million of the Company’s common shares, no par value (the “Common Shares”);

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WHEREAS, in consideration for the Investor’s execution and delivery of this Agreement, the Company shall issue to the Investor the Commitment Notes in accordance with the terms and subject to the conditions of this Agreement; and

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WHEREAS, the parties hereto are concurrently entering into a Registration Rights Agreement in the form attached as Exhibit A hereto (the “Registration Rights Agreement”), pursuant to which the Company shall provide Investor with certain registration rights related to the shares issued under this Agreement, upon the terms and subject to the conditions set forth therein.

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NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:

I.
PURCHASE AND SALE OF COMMON SHARES

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Exhibit 10.4

PRAIRIE OPERATING CO.

55 Waugh Drive, Suite 400

Houston, Texas 77007

June 10, 2026

Hudson Bay PH XIX LLC

c/o High Trail Capital

221 River Street, 9th Floor

Hoboken, NJ 07030

Attention: Eric Helenek

Re:	Agreement re Certain Rights

All:

Reference is made to the Certificate of Designation of Preferences, Rights and Limitations of Series F Convertible Preferred Stock (the “Certificate of Designation”) of Prairie Operating Co. (the “Company”). Capitalized terms used herein without definition shall have the meanings ascribed thereto in the Certificate of Designation. For valuable consideration, the sufficiency of which is hereby acknowledged, the parties to this letter agreement hereby agree as follows.

By countersigning this letter agreement, Hudson Bay PH XIX LLC (“High Trail”) and the Company hereby agree as follows:

1.	Series F Preferred.

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Exhibit 10.4

SECURED SHORT TERM DEMAND NOTE

UP TO USD $5,500,000.00

August 12, 2026

FOR VALUE RECEIVED, HOUSE OF DOGE (U.S.) INC., a corporation formed pursuant to the laws of the State of Texas (“Borrower”), at 261 NE 61st Street Miami, Florida 33137, promises to pay to the order of GARRINGTON FINANCIAL CORP., a corporation formed pursuant to the laws of the State of Texas (“Lender”), at 921 W. New Hope Drive, Suite 702 Texas 78613 or at such other place as Lender may from time to time in writing designate, the principal sum up to, in Lender’s sole discretion, FIVE MILLION FIVE HUNDRED THOUSAND 00/100 UNITED STATES DOLLARS ($5,500,000.00), plus all interest due and payable thereon and such other amounts as provided below. All references to dollar amounts shall mean such amounts in United States Dollars.

1. Purpose. The proceeds of this Note are being advanced for the sole purpose of funding an investment in the best-efforts public offering of common stock (or pre-funded warrants to purchase shares of common stock in lieu thereof) of CleanCore Solutions, Inc. (NYSE American: ZONE) announced on August 10, 2026 (the “Offering”). All securities acquired in the Offering, together with all shares of common stock issuable upon exercise of any pre-funded warrants acquired in the Offering, and all proceeds and products of the foregoing (collectively, the “Offering Securities”), shall be pledged to Lender as Collateral in accordance with Section 7.1. Borrower shall not apply the proceeds of this Note for any other

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