Browse EX-10 agreements

[Certain personal information, including the Contractor's home address, personal telephone number, and bank account and routing numbers, has been redacted from this Exhibit pursuant to Item 601(a)(6) of Regulation S-K because such information is not material and is the type that the registrant customarily and actually treats as private or confidential.]

CONSULTING AGREEMENT

This Consulting Agreement (this "Agreement") is made and entered into this 16th day of August 2026, (the "Effective Date"), by and between Inuvo, Inc. with an office located at 500 President Clinton Avenue, Little Rock, AR 72201 ("INUVO"), and Wallace Ruiz, who resides at [Address Redacted] ("Contractor"). Each of INUVO and Contractor are referred to herein as a "Party", and, collectively, as the "Parties". INUVO desires to retain Contractor as an independent contractor to perform consulting services for INUVO and Contractor is willing to perform such services, on terms set forth more fully below. In consideration of the mutual promises contained herein, the parties agree as follows:

1. SERVICES. Contractor shall perform for INUVO those services described in Exhibit A, attached hereto and incorporated herein by reference (the "Services"). The Parties may delete, add or substitute Services by amending Exhibit A, provided that such amendment will be signed by both parties.

2. SUPERVISION. Contractor is authorized to perform the Services. Rob Buchner, CEO or such other party as designated by INUVO shall serve as the primary point of contact.

3. FEE.

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FORM OF RIGHTS AGREEMENT

This Rights Agreement (this “Agreement”) is made as of [  ], 2026 between NorthStrive Acquisition Corp I., a Cayman Islands exempted company with limited liability (the “Company”), and Equiniti Trust Company, LLC  (the “Rights Agent”).

WHEREAS, the Company has entered into an agreement with D. Boral Capital LLC (“Representative”), as representative of the several underwriters, for the Company’s initial public offering (“Public Offering”) pursuant to which the underwriters will purchase an aggregate of up to 11,500,000 units (including up to an additional 1,500,000 units if the underwriters’ over-allotment option is exercised in full), each unit (“Unit”) comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), one redeemable warrant (the “Warrant”) and one right to receive one-fourth (1/4) of one Ordinary Share upon the consummation of an initial Business Combination (as defined in the Company’s Memorandum and Articles of Association, as may be amended, restated or amended and restated (the “Articles”)) (a “Public Right”) upon the happening of the triggering event described herein, and in connection therewith, will issue and deliver an aggregate of up to 11,500,000 Public Rights upon consummation of such Public Offering, up to 1,500,000 of which are attributable to the over-allotment option;

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FORM OF WARRANT AGREEMENT

THIS WARRANT AGREEMENT (this “Agreement”), dated as of [_], 2026, is by and between NorthStrive Acquisition Corp I., a Cayman Islands exempted company with limited liability (the “Company”), and Equiniti Trust Company, LLC, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).

WHEREAS, the Company is engaged in an initial public offering (the “Offering”) of units of the Company’s equity securities (the “Units”), each such unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (“Class A Shares”), one redeemable Public Warrant (as defined below) and one right to receive one-fourth (1/4) of a Class A Share (the “Public Rights”) and, in connection therewith, has determined to issue and deliver up to 10,000,000 warrants (or up to 11,500,000 warrants if the underwriters’ option to purchase additional Units (the “Over-allotment Option”) is exercised in full) to public investors in the Offering (the “Public Warrants”);

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NorthStrive Acquisition Corp I.

120 Newport Center Drive
Newport Beach, CA 92660
[●], 2026

NorthStrive Sponsor I LLC
120 Newport Center Drive

Newport Beach, CA 92660

	Re:	Administrative Services Agreement

Ladies and Gentlemen:

This letter agreement by and between NorthStrive Acquisition Corp I. (the “Company”) and NorthStrive Sponsor I, LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Stock Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

(i) Sponsor shall make available, or cause to be made available, to the Company, at 120 Newport Center Drive, Newport Beach, CA 92660 (or any successor location of Sponsor), certain office space, administrative and shared personnel support services as may be reasonably required by the Company. In exchange therefor, the Company shall pay Sponsor the sum of $10,000 per month on the Listing Date and continuing monthly thereafter until the Termination Date; and

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THIS PROMISSORY NOTE (THIS “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.

PROMISSORY NOTE

Principal Amount: Up to U.S.$500,000	Dated as of May 27, 2026

FOR VALUE RECEIVED and subject to the terms and conditions set forth herein, NorthStrive Sponsor I LLC, a Delaware limited liability company (“Maker”), promises to pay to PMGC Holdings Inc., a Nevada corporation (“Payee”), or order, the principal sum of Five Hundred Thousand U.S. Dollars (U.S. $500,000) or such lesser amount as shall have been advanced by Payee to Maker and shall remain unpaid under this Note on the Maturity Date (as defined below) in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by Maker to such account as Payee may from time to time designate by written notice in accordance with the provisions of this Note.

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FORM OF INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2026, by and between NorthStrive Acquisition Corp I., a Cayman Islands exempted company with limited liability (the “Company”), and the undersigned (“Indemnitee”).

RECITALS

WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such companies;

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its Subsidiaries (as defined below) from certain liabilities;

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PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [●], 2026 (this “Agreement”), is entered into by and between NorthStrive Acquisition Corp I., a Cayman Islands exempted company (the “Company”), and NorthStrive Sponsor I LLC, a Delaware limited liability company (the “Purchaser”).

WHEREAS, the Company intends to consummate an initial public offering (the “Public Offering”) of the Company’s units (the “Units”), each Unit consisting of one Class A ordinary share, par value $0.0001 per share (the “Class A Ordinary Shares”), of the Company, one redeemable warrant (a “Public Warrant”) to be governed by the Warrant Agreement to be entered into between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”) and one right to receive one-fourth (1/4th) of one Class A ordinary share upon the consummation of an initial business combination (a “Public Right”) to be governed by the Rights Agreement to be entered into between the Company and Continental Stock Transfer & Trust Company, as rights agent (the “Rights Agreement.”) Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per Class A Ordinary Share. Each four Rights entitle the holder thereof to receive one Class A Ordinary Share (a “Right Share”);

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and among NorthStrive Acquisition Corp I., a Cayman Islands exempted company (the “Company”), NorthStrive Sponsor I LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

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RECITALS

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WHEREAS, the Sponsor owns [*] Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), up to [*] of which are subject to forfeiture by the Sponsor depending on the extent to which the underwriter’s over-allotment option is exercised;

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WHEREAS, the Founder Shares are convertible into Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares” and, together with the Class B Ordinary Shares, the “Ordinary Shares”), on the terms and conditions provided in the Company’s amended and restated memorandum and article of association;

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FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2026 by and between NorthStrive Acquisition Corp I., a Cayman Islands exempted company with limited liability (the “Company”), and Equiniti Trust Company, LLC, a New York corporation (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1 (File No. 333-297611) (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”), each of which consists of one of the Company’s Class A ordinary shares, par value $0.0001 (the “Ordinary Shares”), one redeemable warrant (the “Warrants”) and one right to receive one-fourth (1/4) of one Ordinary Share (the “Rights”), upon consummation of the Company’s initial business combination (such initial business combination hereinafter referred to as the “Business Combination”, and such initial public offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission;

WHEREAS, the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with D. Boral Capital LLC as representative (the “Representative”) of the underwriters (the “Underwriters”) named therein;

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[   ], 2026

NorthStrive Acquisition Corp I.

120 Newport Center Drive

Newport Beach, CA 92660

Re:	Initial Public Offering

Ladies and Gentlemen:

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among NorthStrive Acquisition Corp I., a Cayman Islands exempted company limited by shares (the “Company”) and D. Boral Capital LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 11,500,000 of the Company’s units (including up to 1,500,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”), one redeemable warrant (each warrant, a “Public Warrant”) and one right (each right, a “Public Right”). Each Public Right entitles its holder to receive one-fourth (1/4) of one Ordinary Share upon the consummation of a Business Combination. Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to the registration statement on Form S-1 (File No. 333-297611) and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and

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GROWGENERATION CORP.

THIRD AMENDED AND RESTATED 2018 EQUITY INCENTIVE PLAN

1.Purposes of the Plan. The purposes of this Plan are:

•to attract and retain the best available personnel for positions of substantial responsibility,

•to provide incentives to individuals who perform services for the Company, and

•to promote the success of the Company’s business.

The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units, Performance Shares and other stock or cash awards as the Administrator may determine.

2.Definitions. As used herein, the following definitions will apply:

(a)“Administrator” means the Board or any of its Committees as will be administering the Plan, in accordance with Section 4 hereof.

(b)“Affiliate” means any corporation or any other entity (including, but not limited to, partnerships and joint ventures) controlling, controlled by, or under common control with the Company.

(c)“Applicable Laws” means the requirements relating to the administration of equity-based awards under U.S. federal and state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign country or jurisdiction where Awards are, or will be, granted under the Plan.

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of July 29, 2026, is made by and between the purchasers set forth on the signature pages hereto (including their respective designees, successors and assigns, each, a “Purchaser,” and collectively, the “Purchasers”), and Polar Power, Inc., a Delaware corporation (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”

WHEREAS, the Company and the Investor have entered into that certain Securities Purchase Agreement, dated as of the date hereof (the “Preferred Purchase Agreement”), pursuant to which the Company has agreed to issue and sell to the Investor shares of the Company’s Series A Convertible Preferred Stock (the “Preferred Stock”), having the rights, preferences and privileges set forth in the Company’s Certificate of Designation (the “Certificate of Designation”), which are convertible into Common Shares, together with warrants to purchase Common Shares (the “Preferred Warrants” and, collectively, the “Warrants”); and

WHEREAS, 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 under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the “Securities Act”).

AGREEMENT

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