Browse EX-10 agreements

NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD 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. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

AZIO AI HOLDINGS, INC. (formerly, Envirotech Vehicles, Inc.)

Convertible Promissory Note

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STANDBY EQUITY PURCHASE AGREEMENT

THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of September 25, 2026, is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and** AZIO AI HOLDINGS, INC. (formerly, Envirotech Vehicles, Inc.), **a company incorporated under the laws of the State of Delaware (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”

WHEREAS, the Parties desire that, upon the terms and subject to the conditions contained herein, the Company shall have the right to issue and sell to the Investor, from time to time as provided herein, and the Investor shall purchase from the Company, up to $50 million of the Company’s shares of common stock, par value $0.00001 per share (the “Common Shares”);

WHEREAS, the Common Shares are listed for trading on the Nasdaq Capital Market under the symbol “AZIO;”

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CREDIT AGREEMENT

Dated as of September 28, 2026

between

VB THIRTEEN, LLC AND VB FOURTEEN, LLC,
as Borrower,

THE LENDERS PARTY HERETO,

and

THE OHIO STATE LIFE INSURANCE COMPANY,
as Administrative Agent, Sole Lead Arranger
and Sole Bookrunner

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TABLE OF CONTENTS

Page

Article I. Definitions and Accounting Terms.		5
1.01	Defined Terms	5
1.02	Other Interpretive Provisions	20
1.03	Accounting Terms	21

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WORKHORSE GROUP INC.

VALUE CREATION INCENTIVE PLAN

1.Purposes of the Plan. The Plan is intended to increase shareholder value and the long-term success of the Company by motivating Employees to (a) perform to the best of their abilities, and (b) achieve the Company’s performance objectives through the granting of Performance Awards that may be earned by eligible selected Employees. The Plan sets forth the guidelines to be considered by the Plan Administrator in granting such Performance Awards.

2.Definitions.

(a)“Achievement Date” means with respect to any Performance Goal, the date on which the Performance Goal is achieved.

(b)“Actual Award” means with respect to any Performance Period, the actual award amount (if any) determined to be payable to a Participant for the Performance Period.

(c)“Affiliate” means any corporation or other entity (including, but not limited to, partnerships and joint ventures) controlled by the Company.

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WORKHORSE GROUP INC.

VALUE CREATION INCENTIVE PLAN

AWARD NOTICE

(2026 Form)

[Insert Date]

[Insert Name of Participant]

Dear [Participant]:

    You have been granted an award (the “Award”) under the Company’s Value Creation Incentive Plan (the “Plan”) with respect to the applicable Performance Period, Target Award and Performance Goals specified below. Capitalized terms that are not defined in this Award Notice have the meanings given to them in the Plan. This Award Notice and the Award are subject in all respects to the terms and conditions of the Plan, which is incorporated herein by reference.

As provided in the Plan, you are eligible to earn an Actual Award contingent upon your continued employment with the Company and the applicable level of achievement of the Performance Goals during the Performance Period.

Performance Period: October 1, 2026 – September 30, 2031;provided however, that the Performance Period will terminate upon any earlier Change in Control.

Target Award: $____________.

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[DEALER]1

September [__], 2026

To:     Voyager Technologies, Inc.
1225 17th Street, Suite 1100

Denver, Colorado, 80202

Re: [Base][Additional] Call Option Transaction

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [DEALER] (“Dealer”) andVoyager Technologies, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.

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FIFTH AMENDMENT

FIFTH AMENDMENT, dated as of September 22, 2026 (this “Amendment”), by and among VOYAGER TECHNOLOGIES, INC., a Texas corporation (the “Borrower”), the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent, in connection with that certain Credit Agreement, dated as of May 30, 2025 (as amended by the First Amendment, dated as of September 18, 2025, the Second Amendment, dated as of October 22, 2025, the Third Amendment, dated as of November 10, 2025, the Fourth Amendment, dated as of July 6, 2026, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”, and as amended by this Amendment, the “Amended Credit Agreement”), by and among the Borrower, the other Loan Parties party thereto, the Lenders and Issuing Banks from time to time parties thereto, and the Administrative Agent.

W I T N E S S E T H

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MASTER SERVICES AGREEMENT

THIS MASTER SERVICE AGREEMENT (this “Agreement”) is entered into as of this 22 day of September 2026 (the “Effective Date”), by and between FACTOR BIOSCIENCE INC., a corporation organized and existing under the laws of the State of Delaware (“Factor”), and TEMPEST THERAPEUTICS, INC., a corporation organized and existing under the laws of the State of Delaware (“Tempest”). Factor and Tempest may each be referred to in this Agreement individually as a “Party” and collectively as the “Parties”.

WHEREAS, Tempest and Factor’s subsidiary, Factor Bioscience Limited, a company organized and existing under the laws of Ireland, are parties to that certain Amended and Restated License and Collaboration Agreement, dated November 19, 2025 and effective as of August 6, 2025 (hereinafter, the “License”), pursuant to which Factor Bioscience Limited licensed certain Licensed Technology to Tempest in the Field (as such term is defined in the License);

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FIRST AMENDMENT TO

UNIT PURCHASE AGREEMENT AND SECURED PROMISSORY NOTE

** **

This First Amendment to Unit Purchase Agreement and Secured Promissory Note (this “Amendment”) is entered into as of September 16, 2026, by and among iQSTEL Inc., a Nevada corporation (“Buyer” or “Borrower”); Craig Span, an individual (“Seller” or “Lender”); Globetopper, LLC, a Delaware limited liability company (the “Company”); and IQSTEL Operating Holdings, Inc., a wholly owned subsidiary of Buyer (“IOH”). Buyer, Seller, the Company, and IOH are each referred to herein as a “Party” and collectively as the “Parties.”

BACKGROUND

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Appendix A

AMENDMENT NO. 1 TO THE

PHIO PHARMACEUTICALS CORP.

2020 LONG TERM INCENTIVE PLAN

WHEREAS, Phio Pharmaceuticals Corp. (the “Company”) maintains the Phio Pharmaceuticals Corp. 2020 Long-Term Incentive Plan, amended and restated on September 11, 2025 (the “Plan”); 

WHEREAS, pursuant to Section 2(b)(vi) of the Plan, the Board of Directors (the “Board”) may amend the Plan in any respect the Board deems necessary or advisable; provided that, amendments to the Plan must be approved by the Company’s stockholders if and to the extent required by applicable laws or stock exchange requirements;

WHEREAS, pursuant to Section 2(d) of the Plan, the Board has delegated administration of the Plan to the Compensation Committee of the Board of Directors (the “Compensation Committee”);

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AMENDMENT NO. 2 TO THE F & M BANK CORP.

2020 STOCK INCENTIVE PLAN

WHEREAS, F & M Bank Corp. (the “Company”) maintains the F & M Bank Corp. 2020 Stock Incentive Plan, as amended (the “Plan”);

WHEREAS, pursuant to Section 13(b) of the Plan, the board of directors of the Company (the “Board”) is authorized to amend the Plan; and

WHEREAS, the Board deems it to be in the best interests of the Company to amend the Plan as set forth below.

NOW, THEREFORE, in accordance with the provisions of Section 13(b) of the Plan, the Plan is hereby amended in the following respects:

1. Section 3(a) of the Plan is deleted in its entirety and the following substituted in lieu thereof:

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AMENDMENT NO. 1 TO THE F & M BANK CORP.

2023 DIRECTORS STOCK INCENTIVE PLAN

WHEREAS, F & M Bank Corp. (the “Company”) maintains the F & M Bank Corp. 2023 Directors Stock Incentive Plan (the “Plan”);

WHEREAS, pursuant to Section 9(b) of the Plan, the board of directors of the Company (the “Board”) is authorized to amend the Plan; and

WHEREAS, the Board deems it to be in the best interests of the Company to amend the Plan as set forth below.

NOW, THEREFORE, in accordance with the provisions of Section 9(b) of the Plan, the Plan is hereby amended in the following respects:

1. Section 3(a) of the Plan is deleted in its entirety and the following is substituted in lieu thereof:

(a) Number of Shares. Subject to adjustment as provided in Section 10, and subject to Section 3(b) and 3(c), a total of 100,000 shares of Company Stock may be issued pursuant to Awards under the Plan.

2. Except as herein amended, the terms and provisions of the Plan shall remain in full force and effect as originally adopted and approved, as amended to date.

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