Browse EX-10 agreements

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STOCK PURCHASE AGREEMENT

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This Securities Purchase Agreement (this “Agreement”) is dated as of August 13, 2026, between Dyadic International, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (including their respective successors and assigns, each a “Purchaser” and collectively, the “Purchasers”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an effective shelf registration statement on Form S-3 (File No. 333-273829) under the Securities Act of 1933, as amended (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, shares of Common Stock (as defined below) of the Company as more fully described in this Agreement.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

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AMENDMENT TO

PARISI EXECUTIVE EMPLOYMENT AGREEMENT

This Amendment (the “Amendment”) is entered into as of August __, 2026 by and between Kartoon Studios, Inc. (the “Company”) and Brian Parisi (“Executive”). This Amendment amends that certain Executive Employment Agreement effective January 1, 2026 (the “Agreement”). Except as expressly modified below, the Agreement remains in full force and effect.

RECITALS

WHEREAS, the Company has determined that it is in the best interests of the Company to modify the Executive’s existing employment agreement.

NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth herein and, in the Agreement, the parties hereto, intending to be legally bound hereby, agree as follows:

The Agreement is amended as follows·.

1. Section 4 - Term

Section 2 is amended to extend the Employment Term to three (3) years commencing January 1, 2026.

2. Section 5 - Compensation and Benefits

Section 2 is amended to add a 5% salary adjustment in year 3 of the Agreement and add an annual bonus at the sole discretion of the Company.

3. Severability. The provisions of this Amendment are severable and if any part of it is found to be unenforceable the other paragraphs shall remain fully valid and enforceable.

4. No Other Amendments; Confirmation. All other terms of the Employment Agreement shall remain in full force·and effect. The Employment Agreement, as amended by this Amendment, constitutes the entire agreement between the parties with respect to the subject matter thereof.

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AMENDMENT TO

JAFFA EXECUTIVE EMPLOYMENT AGREEMENT

This Amendment (the “Amendment”) is entered into as of August __, 2026 by and between Kartoon Studios, Inc. (the “Company”) and Michael Jaffa (“Executive”). This Amendment amends that certain Executive Employment Agreement effective November 14, 2026 (the “Agreement”). Except as expressly modified below, the Agreement remains in full force and effect.

RECITALS

WHEREAS, the Company has determined that it is in the best interests of the Company to modify the Executive’s existing employment agreement.

NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth herein and, in the Agreement, the parties hereto, intending to be legally bound hereby, agree as follows:

The Agreement is amended as follows.

1. Section 4 - Term

Section 2 is amended to extend the Employment Term to four (4) years commencing November 14, 2025.

2. Section 5 - Compensation and Benefits

Section 2 is amended to add an annual bonus at the sole discretion of the Company.

3. Severability. The provisions of this Amendment are severable and if any part of it is found tQ be unenforceable the other paragraphs shall remain fully valid and enforceable.

4.No Other Amendments; Confirmation. All other terms of the Employment Agreement shall remain in full force and effect. The Employment Agreement, as amended by this Amendment, constitutes the entire agreement between the parties with respect to the subject matter thereof.

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AMENDMENT TO

HEYWARD EXECUTIVE EMPLOYMENT AGREEMENT

This Amendment (the “Amendment”) is entered into as of August 10, 2026 by and between Kartoon Studios, Inc. (the “Company”) and Andrew Heyward (“Executive”). This Amendment amends that certain Executive Employment Agreement effective August 15, 2025 (the “Agreement”). Except as expressly modified below, the Agreement remains in full force and effect.

RECITALS

WHEREAS, the Board has determined that it is in the best interests of the Company to modify the Executive’s existing employment agreement.

NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth herein and, in the Agreement, the parties hereto, intending to be legally bound hereby, agree as follows:

The Agreement is amended as follows.

1.	Section 2 - Terms

Section 2 is amended to extend the Employment Term to four (4) years commencing August 15, 2025. No change shall be made to Executive’s Base Salary or other compensation solely as a result of this extension.

2.	Section 4.4 - Producer Fees

The Producer Fee of $12,500 per qualifying episode segment (minimum six (6) minutes) remains unchanged. The requirement that a production be fully financed by a third party is deleted in its entirety.

3.	Greenlight Committee

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EMPLOYMENT AGREEMENT

CHIEF FINANCIAL OFFICER

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Effective as of August 10, 2026

This Employment Agreement (this “Agreement”) is entered into by and between Nightfood Holdings, Inc., a Nevada corporation (the “Company”), and Yury Pyatigorsky (the “Employee”), effective as of the date stated above (the “Effective Date”).

1. Position, Duties and Reporting

The Company employs the Employee, and the Employee accepts employment, as the Company’s Chief Financial Officer. The Employee will report directly to Jimmy Chan, the Company’s Chief Executive Officer, or to any successor Chief Executive Officer designated by the Board of Directors (the “Board”). The Employee will perform the customary duties of the chief financial officer of a public company, including responsibility for SEC reporting support, financial reporting and controls, coordination with the Company’s independent auditors, budgeting, and financing support, together with other duties reasonably consistent with the position that may be assigned by the Chief Executive Officer or the Board.

2. Full-Time Service; Work Location

The Employee will serve on a full-time basis and will principally perform services in California. The Employee will devote the professional time and attention reasonably necessary to perform the duties of Chief Financial Officer and will comply with applicable law and lawful Company policies applicable to similarly situated officers.

3. At-Will Employment

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STANDALONE NONQUALIFIED

STOCK OPTION AGREEMENT

Option No. O-DIR-2026-01 | Grant Date: August 7, 2026

Optionee		Option Shares		Exercise Price		Expiration
Christopher Dieterich		1,000,000		$0.033 per share		Fifth anniversary of Grant Date

Nightfood Holdings, Inc., a Nevada corporation (the “Company”), hereby grants to Christopher Dieterich (the “Optionee”), as compensation solely for service on the Company’s Board of Directors and its committees, a standalone nonqualified stock option (the “Option”) to purchase the number of shares of Company common stock stated above, subject to this Agreement. The Option is granted outside any stockholder-approved equity plan.

1. Definitions

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INDEPENDENT NON-EMPLOYEE DIRECTOR

AND COMMITTEE SERVICE AGREEMENT

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Effective as of August 7, 2026

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This Independent Non-Employee Director and Committee Service Agreement (this “Agreement”) is entered into by and between Nightfood Holdings, Inc., a Nevada corporation (the “Company”), and Christopher Dieterich (the “Director”), effective as of the date stated above (the “Effective Date”).

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1. Board Service

The Director accepts appointment or continued service as a member of the Company’s Board of Directors (the “Board”). The Director will serve until a successor is duly elected and qualified or until the Director’s earlier death, resignation, or removal in accordance with Nevada law and the Company’s articles of incorporation and bylaws. This Agreement does not create a fixed term or limit any lawful power to remove or replace a director.

2. Initial Committee Assignments

Member of the Audit Committee; Chair of the Compensation Committee; and member of the Nominating, Corporate Governance and Compliance Committee.

The Board may establish, dissolve, or change committees and committee assignments or chairs at any time without amending this Agreement. The Director will perform committee duties under the applicable charter and Board resolutions.

3. Duties and Standard of Conduct

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SETTLEMENT OF PAST-DUE DIRECTOR COMPENSATION

AND STOCK ISSUANCE AGREEMENT

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Effective as of August 7, 2026

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This Settlement of Past-Due Director Compensation and Stock Issuance Agreement (this “Agreement”) is entered into by and between Nightfood Holdings, Inc., a Nevada corporation (the “Company”), and Christopher Dieterich (“Dieterich”), effective as of the date stated above (the “Effective Date”). The Company and Dieterich are sometimes referred to individually as a “Party” and together as the “Parties.”

A. Dieterich has served, and will continue to serve, as an independent, nonemployee member of the Company’s Board of Directors (the “Board”).

B. Before the Effective Date, Dieterich and the Company entered into or were subject to one or more written or oral agreements, policies, resolutions, understandings, or arrangements governing compensation, fees, expense reimbursement, or other amounts for Dieterich’s Board and Board-committee service (collectively, the “Prior Director Arrangements”).

C. The Parties have reviewed the Prior Director Arrangements and the Company’s books and records and desire to settle every accrued and unpaid amount due to Dieterich under the Prior Director Arrangements through the Effective Date, including any agreed interest or accrual, whether or not previously invoiced or separately itemized (collectively, the “Covered Balances”).

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STANDALONE NONQUALIFIED

STOCK OPTION AGREEMENT

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Option No. O-DIR-2026-03 | Grant Date: August 7, 2026

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Optionee		Option Shares		Exercise Price		Expiration
Ron Stauber		1,000,000		$0.033 per share		Fifth anniversary of Grant Date

Nightfood Holdings, Inc., a Nevada corporation (the “Company”), hereby grants to Ron Stauber (the “Optionee”), as compensation solely for service on the Company’s Board of Directors and its committees, a standalone nonqualified stock option (the “Option”) to purchase the number of shares of Company common stock stated above, subject to this Agreement. The Option is granted outside any stockholder-approved equity plan.

1. Definitions

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INDEPENDENT NON-EMPLOYEE DIRECTOR

AND COMMITTEE SERVICE AGREEMENT

Effective as of August 7, 2026

This Independent Non-Employee Director and Committee Service Agreement (this “Agreement”) is entered into by and between Nightfood Holdings, Inc., a Nevada corporation (the “Company”), and Ronald J. Stauber (the “Director”), effective as of the date stated above (the “Effective Date”).

1. Board Service

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The Director accepts appointment or continued service as a member of the Company’s Board of Directors (the “Board”). The Director will serve until a successor is duly elected and qualified or until the Director’s earlier death, resignation, or removal in accordance with Nevada law and the Company’s articles of incorporation and bylaws. This Agreement does not create a fixed term or limit any lawful power to remove or replace a director.

2. Initial Committee Assignments

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Member of the Audit Committee and Compensation Committee; and Chair of the Nominating, Corporate Governance and Compliance Committee.

The Board may establish, dissolve, or change committees and committee assignments or chairs at any time without amending this Agreement. The Director will perform committee duties under the applicable charter and Board resolutions.

3. Duties and Standard of Conduct

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STANDALONE NONQUALIFIED

STOCK OPTION AGREEMENT

Option No. O-DIR-2026-02 | Grant Date: August 7, 2026

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Optionee		Option Shares		Exercise Price		Expiration
Darren Kenney		1,000,000		$0.033 per share		Fifth anniversary of Grant Date

Nightfood Holdings, Inc., a Nevada corporation (the “Company”), hereby grants to Darren Kenney (the “Optionee”), as compensation solely for service on the Company’s Board of Directors and its committees, a standalone nonqualified stock option (the “Option”) to purchase the number of shares of Company common stock stated above, subject to this Agreement. The Option is granted outside any stockholder-approved equity plan.

1. Definitions

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INDEPENDENT NON-EMPLOYEE DIRECTOR

AND COMMITTEE SERVICE AGREEMENT

Effective as of August 7, 2026

This Independent Non-Employee Director and Committee Service Agreement (this “Agreement”) is entered into by and between Nightfood Holdings, Inc., a Nevada corporation (the “Company”), and Darren Kenney (the “Director”), effective as of the date stated above (the “Effective Date”).

1. Board Service

The Director accepts appointment or continued service as a member of the Company’s Board of Directors (the “Board”). The Director will serve until a successor is duly elected and qualified or until the Director’s earlier death, resignation, or removal in accordance with Nevada law and the Company’s articles of incorporation and bylaws. This Agreement does not create a fixed term or limit any lawful power to remove or replace a director.

2. Initial Committee Assignments

Chair of the Audit Committee. The Board may designate additional committee assignments by subsequent action.

The Board may establish, dissolve, or change committees and committee assignments or chairs at any time without amending this Agreement. The Director will perform committee duties under the applicable charter and Board resolutions.

3. Duties and Standard of Conduct

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