Browse EX-10 agreements

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LOCK-UP AGREEMENT

___________, 2026

Re: Direct Listing of BirchBioMed Inc. Common Shares

BirchBioMed Shareholder:

BirchBioMed, Inc., a corporation incorporated under the laws of British Columbia, Canada (the “Company”) is delivering this Lock-Up Agreement (the “Agreement”) to you, the undersigned party (referred to herein as the “Undersigned”) in connection with the direct listing of the common shares, no par value per share (the “Common Shares”), of the Company on the Nasdaq Global Market (the “Direct Listing”).

The Undersigned irrevocably agrees with the Company that, from the date hereof until ninety days (90) following the date the Common Shares are first listed for trading on the Nasdaq Global Market in connection with the Direct Listing (the “Restriction Period”), the Undersigned will not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Undersigned or any affiliate of the Undersigned or any person in privity with the Undersigned or any affiliate of the Undersigned), directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to, any Common Shares, any warrant to purchase Common Shares or any other

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Exhibit 10.7

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BirchBioMed Inc.

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AMENDED AND RESTATED SUBSCRIPTION AGREEMENT

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THIS AMENDED AND RESTATED SUBSCRIPTION AGREEMENT (this “Agreement”) dated as of _______________, 2026, by and between BirchBioMed Inc., a British Columbia corporation (the “Company”), and the undersigned subscriber (the “Subscriber”).

WHEREAS pursuant to a subscription agreement dated as of March 15, 2026 (the “Original Subscription Agreement”), the Subscriber subscribed for and agreed to purchase from the Company 45,000 common shares in the capital of the Company (the “Common Shares”) at a price of US$10.00 per Common Share (such shares, the “Original Shares”), for an aggregate subscription amount of US$450,000 (the “Subscription Amount”), and the Company issued the Original Shares to the Subscriber; and

WHEREAS it was the intention of the parties that the issue price of the Common Shares under the Original Subscription Agreement would be proximate to the Nasdaq reference price established in connection with the Company’s proposed direct listing on the Nasdaq, and the Company incorrectly recorded the issue price as US$10.00 per Common Share instead of US$8.00 per Common Share; and

WHEREAS this Agreement reflects the corrected issue price and the corrected number of Common Shares issuable hereunder, of which the Original Shares have already been issued by the Company to the Subscriber pursuant to the Original Subscription Agreement; and

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Exhibit 10.6

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SECOND AMENDED AND RESTATED LICENSE AGREEMENT

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Between: THE UNIVERSITY OF BRITISH COLUMBIA

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and

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BIRCHBIOMED INC.

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Table of Contents

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Article		Page
1.0	DEFINITIONS	2
2.0	PROPERTY RIGHTS IN & TO THE TECHNOLOGY	8
3.0	GRANT OF LICENSE	8
4.0	SUBLICENSING	9
5.0	ROYALTIES	10
6.0	MILESTONE PAYMENTS	12
7.0	EXIT EVENT PAYMENT	15
8.0	ANNUAL LICENSE FEE	18
9.0	PATENTS	19
10.0	DISCLAIMER OF WARRANTY	20
11.0	INDEMNITY & LIMITATION OF LIABILITY	21
12.0	PUBLICATION & CONFIDENTIALITY	22
13.0	PRODUCTION & MARKETING	23
14.0	ACCOUNTING RECORDS & REPORTS	25
15.0	INSURANCE	26
16.0	ASSIGNMENT	27
17.0	GOVERNING LAW	28

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Exhibit 10.5

Certain information in this Exhibit marked [*] has been excluded from the exhibit because it is both (i) not material and (ii) is the type that the company treats as private or confidential.

Engagement Letter (the “Agreement”)

between

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BirchBioMed Inc.

Represented by: Mark S. Miller, Co-founder, Chairman and CEO

130 Kingcross Drive

King City

Ontario, Canada L7B 1E6

(both hereinafter referred to as the Company or BirchBioMed)

and

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CHG BioVenture SA

Represented by: Hervé Girsault, Managing Partner

Spichermatt 30

CH-6370 Stans

Switzerland

(hereinafter referred to as CHG Bioven or Consultant)

(Company and Consultant hereinafter individually or collectively also referred to as Party or Parties, respectively)

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WHEREAS,

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CONSULTING SERVICES AGREEMENT

THIS CONSULTING SERVICES AGREEMENT (“Agreement”) is made and entered into as of this 1st day of November, 2019, by and between BirchBioMed, Inc., having an address at 130 Kingscross Drive, Toronto, Ontario L7B 1E6, (the “Client”), and VERBECK ASSOCIATES, LLC, a New York limited liability company having an address at 4509 East Lake Road, Cazenovia, New York 13035 (“Verbeck Associates”).

WHEREAS, the Client wishes to engage Verbeck Associates to provide certain consulting services as more particularly described on attached Exhibit “A” (the “Services”), and Verbeck Associates desires to provide such Services subject to the terms and conditions set forth herein.

NOW, THEREFORE, the parties agree as follows:

	1.	ENGAGEMENT.

The Client hereby engages Verbeck Associates and Verbeck Associates hereby agrees to provide to the Client, the Services, in accordance with the terms and conditions set forth herein. Verbeck Associates shall provide the Services, including any deliverables, in accordance with the descriptions, schedule and allotted time frames, if any, set forth in Exhibit “A”.

	2.	COMPENSATION.

In consideration for the Services to be performed hereunder, the Client shall pay to Verbeck Associates the amount set forth in attached Exhibit “B” hereto in the manner identified therein.

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CONSULTING AGREEMENT

This Consulting Agreement (the “Agreement”) is made as of January 1, 2015 (the “Effective Date”) between BirchBioMed, Inc., a corporation created and existing under the laws of the Province of British Columbia with an address at 2900-550 Burrard Street, Vancouver, British Columbia, V6C 0A3 (“Company”), and The Carlisle Group, Inc., a corporation created and existing under the laws of New York with an address at 230 Park Avenue, Suite 1000, New York, N.Y. 10169 (“Consultant”) (Company and Consultant are each a “Party” and collectively the “Parties”).

Whereas, Consultant is experienced in general business management.

Whereas, Consultant is a Consulting Company which provides consulting services with respect to business management, media relations, marketing and promotions, internal/external communication, training and development.

Whereas, Company desires to retain Consultant to provide general business management services and Consultant agrees to provide such services, in accordance with the terms and conditions set forth in this Agreement.

Now, Therefore, in consideration of the premises, mutual covenants, terms and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

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CONSULTING AGREEMENT

This Consulting Agreement (the “Agreement”) is made as of January 1, 2015 (the “Effective Date”) between BirchBioMed, Inc., a corporation created and existing under the laws of the Province of British Columbia with an address at 2900-550 Burrard Street, Vancouver, British Columbia, V6C 0A3 (“Company”), and Elliott, Clark Communications Inc., a corporation created and existing under the laws of Ontario with an address at 130 Kingscross Drive, King City, Ontario, Canada L7B 1E6 (“Consultant”) (Company and Consultant are each a “Party” and collectively the “Parties”).

Whereas, Consultant is experienced in general business management.

Whereas, Consultant is a Consulting Company which provides consulting services with respect to business management, public relations, marketing, product launch, brand reputation and internal/external communications.

Whereas, Company desires to retain Consultant to provide general business management services and Consultant agrees to provide such services, in accordance with the terms and conditions set forth in this Agreement.

Now, Therefore, in consideration of the premises, mutual covenants, terms and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

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EMPLOYMENT AGREEMENT

ARRIVE AI Inc.

*Chief Financial Officer *

This employment agreement (“Agreement”) is made and effective as of 8/10/2026 by and between a business entity known as ARRIVE AI Inc. having its principal place of business at 9100 Fall View Drive, Fishers, Indiana 46037 (“Employer” or ARRIVE or “Company”) and Piyush Phadke (“Employee”).

RECITALS:

WHEREAS the Employer intends to hire the Employee for the position of Chief Financial Officer and the Employee desires to provide their services on the conditions set forth.

IN CONSIDERATION of promises and other good and valuable consideration contained herein the parties agree to the following terms and conditions:

1. Employee Duties. The Employee agrees that they will act in accordance with this Agreement and to the best interests of the Employer. In carrying out the duties and responsibilities of their position, the Employee agrees to adhere to all policies, procedures, rules, and regulations as administered by the Employer. In addition, the Employee agrees to abide by all local, county, State, and Federal laws while employed by the Employer.

2. Roles and Responsibilities. The Employee shall be given the job title of Chief Financial Officer (CFO) for ARRIVE (“Position”) which shall involve:

CFO Objectives of Role

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CERTAIN INFORMATION IDENTIFIED BY BRACKETED ASTERISKS ([***]) HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE OF INFORMATION THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

THIRD AMENDMENT TO OFFICE LEASE

This THIRD AMENDMENT TO OFFICE LEASE (this “Third Amendment”) is entered into and executed on July ___, 2026, but is effective as of March 1, 2026 (the “Effective Date”), by and between NEXALIN TECHNOLOGY, INC., a Delaware corporation (“Tenant”), and NUTEX HQ LLC, a Texas limited liability company (“Landlord”).

RECITALS

A. Landlord, as successor-in-interest to BRI 1845 Yorktown, LLC, a Delaware limited liability company, and Tenant, as successor-by-assignment from Iicom Strategic, L.L.C., a Texas limited liability company, are parties to that certain Office Lease dated {undated}, 2012 (the “Original Lease”, as amended by that certain First Amendment to Office Lease dated March 29, 2018 [the “First Amendment”] and by that certain Second Amendment to Office Lease dated November 19, 2018, collectively, the “Lease”), pursuant to which Landlord leases to Tenant the Premises, as defined and more particularly described in the Lease (and sometimes referred to in this Third Amendment as the “Third Amendment Existing Premises”), containing 3,623 rentable square feet (“RSF”) known as Suite 500 on the fifth (5th) floor of the building located at 1776 Yorktown, Houston, Texas 77056 (as defined and more particularly described in the Lease, the “Building”).

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CERTAIN INFORMATION IDENTIFIED BY BRACKETED ASTERISKS ([***]) HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE OF INFORMATION THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

License Agreement

This LICENSE AGREEMENT (the “Agreement”) is dated as of April 30, 2026, by and among GreenLight Ventures LLC, a limited liability company (“GLV” or “Licensor”), and PONM, Inc., a North Carolina corporation (“PONM” or “Licensee”).

RECITALS

A. PONM is a wholly-owned subsidiary of GLV, formerly known as Project OBOT Network Management, LLC, a North Carolina limited liability company,

B. The Parties desire to replace the existing Contribution and License Agreement, dated August 1, 2025, and associated Addendum No. 1, between the Parties with this Agreement.

C. The Parties further desire that PONM obtain an exclusive license with respect to certain uses (“the PONM Field of Use”) of the Licensed Software (defined below) owned by GLV as described in this Agreement and identified on Appendix A and related Documentation.

D. GLV shall grant to PONM such exclusive license to the Licensed Software.

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and undertakings contained in contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. Definitions

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CERTAIN INFORMATION IDENTIFIED BY BRACKETED ASTERISKS ([***]) HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE OF INFORMATION THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

Collaboration Agreement

This Collaboration Agreement (the “Collaboration Agreement”) is entered into as of 2026-05-11, by and between:

	1.	Nexalin Technology, Inc., a Delaware corporation (“Nexalin”), and

	2.	GreenLight Ventures, LLC, a North Carolina limited liability company (“GLV”).

(collectively, the “Parties”).

1. Purpose

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CERTAIN INFORMATION IDENTIFIED BY BRACKETED ASTERISKS ([***]) HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE OF INFORMATION THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this “Agreement”), dated as of May 11, 2026, is entered into between GREENLIGHT VENTURES, LLC, a North Carolina limited liability company (“Seller”), and NEXALIN TECHNOLOGY, INC., a Delaware corporation (“Buyer”). Capitalized terms used in this Agreement have the meanings given to such terms herein.

RECITALS

WHEREAS, Seller owns 100 shares of common stock (the “Shares”), no par value, of PONM, Inc., a North Carolina corporation (the “Company”), representing all of the issued and outstanding shares of common stock of the Company;

WHEREAS, Seller wishes to sell to Buyer, and Buyer wishes to purchase from Seller, the Shares, subject to the terms and conditions set forth herein;

WHEREAS, immediately prior to the Closing (as defined herein), Seller and the Company have entered into a Software License Agreement dated April 30, 2026, pursuant to which Seller has licensed certain intellectual property to the Company (“the License Agreement”); and

WHEREAS, simultaneously with the execution of this Agreement, Buyer and Seller shall enter into Collaboration Agreement pursuant to which Seller will provide certain software services to Buyer;

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