Browse EX-10 agreements

CORVEX, INC.

April 28, 2026

Patrick Fleury

3665 Tucker Ranch Road

PO Box 876

Wilson, Wyoming 83014

Re: Director Services to Corvex, Inc.

Dear Patrick:

This letter agreement is to confirm our understanding with respect to your role as a member of the Board of Directors (the “Board”) of Corvex, Inc. (the “Company”). On behalf of the Company, I would like to state that we are delighted by your interest in the Company and your willingness to serve the Company as a member of the Board. The Company looks forward to a continued mutually beneficial association with you on the following terms, which are hereby made effective as of the date you are elected as a member of the Board at the Company’s 2026 Annual Meeting of Stockholders to be held in May 2026 (the “Effective Date”):

1. Position. Subject to your election as a member of the Board on or about the Effective Date, you will serve until your successor is duly elected and qualified, or until the earlier of your death, resignation or removal. In your capacity as a member of the Board, you have a fiduciary obligation to all the stockholders of the Company, including obligations with respect to maintaining the confidentiality of non-public information. Upon your election as a member of the Board, subject to recommendation by the Nominating and Corporate Governance Committee to the Board and appointment by the Board, you shall serve as a member of the Audit Committee. As a member of the Board, you are expected to be available to attend periodic meetings of the Board and the Audit Committee as

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EXECUTIVE EMPLOYMENT AGREEMENT

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This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) dated as of April 28, 2026 (the “Effective Date”), is entered into by and between Corvex, Inc. (the “Company”), and Christopher Moreland (“Executive”). Each of the Company and Executive is a “Party,” and collectively, they are the “Parties.”

WHEREAS, the Company wishes to employ Executive, and Executive wishes to accept such employment with the Company, in each case, subject to the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and mutual benefits, the Company and Executive agree as follows:

1.Representations and Warranties. Executive represents and warrants to the Company that Executive is not bound by any restrictive covenants or other obligations or commitments of any kind that would in any way prevent, restrict, hinder or interfere with Executive’s acceptance of employment under the terms and conditions set forth herein or the performance of Executive’s duties and services hereunder. Executive understands and acknowledges that Executive is not expected or permitted to use or disclose information belonging to any prior employer in the course of performing Executive’s duties for the Company.

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THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). 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 UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

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PROMISSORY NOTE

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Principal Amount: US$500,000

Dated: June 16, 2026

New York, New York

FOR VALUE RECEIVED, Pantages Capital Acquisition Corporation (the “Maker” or the “Company”) promises to pay to the order of Aitefund Sponsor LLC, or his assignees or successors in interest (the “Payee”), the principal sum of up to US$ FIVE-HUNDRED THOUSAND (US$500,000) (the “Cap”), evidencing such working capital loans (the “Loans”) provided from time to time by the Payee, on the terms and conditions described below. The Loans may be drawn against this note (the “Note”) at such time and in such amount, subject to the Cap, at the request of the Company. All payments on this Note shall be made by wire transfer of immediately available funds to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.

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Exhibit 10.2

PSQ HOLDINGS, INC.

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”), executed on August 11, 2026, by and between PSQ Holdings, Inc., a Delaware corporation (the “Company”), and Krista Wenzel (the “Executive”) (together, the “Parties”).

RECITALS

WHEREAS, the Parties desire to enter into an agreement whereby the Executive will be employed by the Company on the terms contained in this Agreement;

WHEREAS, the Executive has agreed to accept such employment with the Company effective upon the Effective Date on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements of the Parties herein contained, the Parties hereto agree to the following terms, which shall govern the Executive’s employment with the Company effective upon May 1, 2026 (the “Effective Date”):

1. Agreement. This Agreement shall be effective as of the Effective Date. The Executive’s employment on the terms contained in this Agreement shall commence on the Effective Date and shall continue until such employment relationship is terminated in accordance with Section 7 hereof (the “Term of Employment”).

2. Position. During the Term of Employment, the Executive shall serve as the Chief Accounting Officer of the Company, working remote, and travelling as reasonably required by the Executive’s job duties.

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Exhibit 10.1

PSQ HOLDINGS, INC.

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is executed on August 11, 2026, by and between PSQ Holdings, Inc., a Delaware corporation (the “Company”), and Michael Pena (the “Executive”) (together, the “Parties”).

RECITALS

WHEREAS, the Parties desire to enter into an agreement whereby the Executive will be employed by the Company on the terms contained in this Agreement;

WHEREAS, the Executive has agreed to accept such employment with the Company effective upon the Effective Date on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements of the Parties herein contained, the Parties hereto agree to the following terms, which shall govern the Executive’s employment with the Company effective upon May 1, 2026 (the “Effective Date”):

1. Agreement. This Agreement shall be effective as of the Effective Date. The Executive’s employment on the terms contained in this Agreement shall commence on the Effective Date and shall continue until such employment relationship is terminated in accordance with Section 7 hereof (the “Term of Employment”).

2. Position. During the Term of Employment, the Executive shall serve as the Chief Financial Officer of the Company, working remote and out of the Company’s office in Bozeman, Montana, and travelling as reasonably required by the Executive’s job duties.

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Exhibit 10.1

PSQ HOLDINGS, INC.

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is executed on August 11, 2026, by and between PSQ Holdings, Inc., a Delaware corporation (the “Company”), and Dusty Wunderlich (the “Executive”) (together, the “Parties”).

RECITALS

WHEREAS, on January 6, 2026, the Company’s Board of Directors (the “Board”) appointed the Executive to be Chairman of the Board of the Company;

WHEREAS, in connection with the appointment, on January 6, 2026, the Company entered into an offer letter agreement (the “Offer Letter”) with the Executive;

WHEREAS, on January 27, 2026 the Company's Board appointed the Executive as the Chief Executive Officer of the Company;

WHEREAS, the Parties desire to enter into an agreement whereby the Executive will be employed by the Company on the terms contained in this Agreement;

WHEREAS, the Executive has agreed to accept such employment with the Company effective upon the Effective Date on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements of the Parties herein contained, the Parties hereto agree to the following terms, which shall govern the Executive’s employment with the Company effective upon January 27, 2026 (the “Effective Date”):

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SUBSIDIARY GUARANTEE

This SUBSIDIARY GUARANTEE (this “Guarantee”), dated as of August 13, 2026, is made by Carmell Regen Med Corporation, a Delaware corporation (f/k/a Carmell Therapeutics Corporation) (“Carmell Regen”), and Carmell Cosmetics Corporation, a Delaware corporation (“Carmell Cosmetics” and, together with Elevai, Carmell Regen and Carmell Cosmetics, collectively, the “Guarantors” and, each, a “Guarantor”), in favor of Puritan Partners LLC (the “Purchaser”).

W I T N E S S E T H:

WHEREAS, reference is made to (i) that certain 10% Senior Secured Note due February 13, 2028 in aggregate principal amount of $1,250,000 (the “Existing Note”) issued by Longevity Health Holdings, Inc., a Delaware corporation (the “Company”) in favor of the Holder (as defined therein) (the “Existing Holder”), and (ii) that certain 10% Senior Secured Note due February 13, 2028 in aggregate principal amount of $1,100,000 (the “Additional Note” and collectively with the Existing Note, the “Notes”), in favor of the Holder (as defined therein) (the “Additional Holder” and together with the Existing Holder, the “Secured Parties” and each a “Secured Party”);

WHEREAS, each Guarantor is an indirect or direct subsidiary of the Company and will directly benefit from the issuance and sale of the Notes to the Secured Parties and the extension of credit thereunder to the Company; and

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AMENDED AND RESTATED INTELLECTUAL PROPERTY SECURITY AGREEMENT

This Amended and Restated Intellectual Property Security Agreement (“IP Security Agreement”) dated as of August 13, 2026, is made and entered into by and among Longevity Health Holdings, Inc., a Delaware corporation (the “Company”), any subsidiary of the Company that is a signatory hereto either now joined or joined in the future (such subsidiaries, together with the Company, the “Debtors”), and Puritan Partners LLC, as a Secured Party and Collateral Agent for the Secured Parties (the “Collateral Agent”). This Agreement amends and restates in its entirety the Intellectual Property Security Agreement dated as of January 19, 2022 (the “Prior Security Agreement”) by and among Carmell Regen Med Corporation and the Collateral Agent.

WHEREAS, reference is made to (i) that certain 10% Senior Secured Note due February 13, 2028 in aggregate principal amount of $1,250,000 (the “Existing Note”) issued by the Company in favor of the Holder (as defined therein) (the “Existing Holder”), and (ii) that certain 10% Senior Secured Note due February 13, 2028 in aggregate principal amount of $1,100,000 (the “Additional Note” and collectively with the Existing Note, the “Notes”), in favor of the Holder (as defined therein; each a “Secured Party” and collectively the “Secured Parties”); capitalized terms not defined herein shall have the meaning ascribed to such terms in the Notes;

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AMENDED AND RESTATED SECURITY AGREEMENT

AMENDED AND RESTATED SECURITY AGREEMENT, dated as of August 13, 2026 (this “Agreement”), among Longevity Health Holdings, Inc., a Delaware corporation (the “Company”), Carmell Regen Med Corporation, a Delaware corporation, Carmell Cosmetics Corporation, a Delaware corporation (collectively with the Company and each other Debtor from time to time hereunder, the “Debtors” and each, a “Debtor”) and Puritan Partners LLC, as a Secured Party and Collateral Agent for the Secured Parties (the “Collateral Agent”). This Agreement amends and restates in its entirety the Security Agreement dated as of January 19, 2022 (the “Prior Security Agreement”) by and among Carmell Regen Med Corporation and the Collateral Agent.

W I T N E S S E T H:

WHEREAS, reference is made to (i) that certain 10% Senior Secured Note due February 13, 2028 in aggregate principal amount of $1,250,000 (the “Initial Note”) issued by the Company in favor of the Holder (as defined therein) (the “Holder”), and (ii) that certain 10% Senior Secured Note due February 13, 2028 in aggregate principal amount of $1,100,000 (the “Additional Note” and collectively with the Initial Note, the “Notes”), in favor of the Holder (as defined therein; each a “Secured Party” and collectively the “Secured** **Parties”); capitalized terms not defined herein shall have the meaning ascribed to such terms in the Notes;

WHEREAS, pursuant to the Notes, the Secured Parties agreed to advance monies to the Company evidenced by the Notes;

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of August 13, 2026, by and among Longevity Health Holdings, Inc, a Delaware corporation whose principal place of business is located at 2403 Sidney Street, Suite 300 Pittsburgh, PA 15203 (the “Company”), Carmell Regen Med Corporation (f/k/a Carmell Therapeutics Corporation), a Delaware corporation and wholly owned subsidiary of the Company (“Carmell Regen”), and the Purchaser identified on the signature pages hereto (including its successors and assigns, the “Purchaser”).

WHEREAS, Carmell Regen and the Purchaser are parties to that certain Securities Purchase Agreement dated January 19, 2022.

WHEREAS, pursuant to the Securities Purchase Agreement, Carmell Regen issued to the Purchaser the Existing Note and the Warrant.

WHEREAS, pursuant to a Debt Assignment and Assumption Agreement, dated as of the date hereof (the “Debt Assignment and Assumption Agreement”), by and between the parties hereto, the Company assumed the obligations of Carmell Regen under the Existing Note.

WHEREAS, pursuant to the Business Combination by and among the Company, Candy Merger Sub, and Carmell Regen, dated January 4, 2023, each warrant to purchase shares of Carmell Regen Med common stock was exchanged for a warrant to purchase shares of the Company’s common stock.

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to

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NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

Original Issue Date: August 13, 2026 $1,100,000

10% SENIOR SECURED CONVERTIBLE NOTE

DUE February 13, 2028

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NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

Original Issue Date: August 13, 2026 $1,250,000

10% SENIOR SECURED CONVERTIBLE NOTE

DUE February 13, 2028

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