Browse EX-10 agreements

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Exhibit 10.29

AMENDMENT NO. 3 TO CREDIT AGREEMENT

This AMENDMENT NO. 3 TO CREDIT AGREEMENT, dated as of October 16, 2025 (this “Agreement”), is entered into by and among ZINCFIVE, INC., a Delaware corporation (“Borrower”), ZINCFIVE POWER, INC. (F/K/A POWERGENIX SYSTEMS, INC. AND PGX ACQUISITION CORP.), a Delaware corporation, (“ZincFive Power”), ZINCFIVE, LLC, a Oregon limited liability company (“ZincFive LLC”), Blue Earth Power Performance Solutions, Inc., an Oregon corporation (“Blue Earth”, and collectively with ZincFive Power, ZincFive LLC, and Borrower, the “Loan Parties”), EACH LENDER (AS DEFINED IN THE CREDIT AGREEMENT) PARTY HERETO (collectively, the “Lenders” and individually, a “Lender”), and OIC INVESTMENT AGENT, LLC, in its capacity as the administrative agent and collateral agent (in such capacity, the “Administrative Agent”). As used in this Agreement, capitalized terms which are not defined herein shall have the meanings ascribed to such terms in the Credit Agreement (as defined below) unless otherwise specified.

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Exhibit 10.25

INDEMNIFICATION AGREEMENT

This Indemnification Agreement is dated as of *                  , 20[     *] (this “Agreement”) and is between ZincFive, Inc., a Delaware corporation (the “Company”), and [Name] (“Indemnitee”).

Background

The Company believes that in order to attract and retain highly competent persons to serve as directors or in other capacities, including as officers, it must provide such persons with adequate protection through indemnification against the risks of claims and actions against them arising out of their services to and activities on behalf of the Company.

The Company desires and has requested Indemnitee to serve as a director and/or officer of the Company and, in order to induce the Indemnitee to serve in such capacity, the Company is willing to grant the Indemnitee the indemnification provided for herein. Indemnitee is willing to so serve on the basis that such indemnification be provided.

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AMENDMENT TO SPONSOR AGREEMENT

THIS AMENDMENT TO SPONSOR AGREEMENT (this “Amendment”) is made and entered into as of September 28, 2026 by and among ZincFive, Inc., a Delaware corporation (the “Company”), Spark I Acquisition Corporation, an exempted company limited by shares incorporated under the laws of the Cayman Islands (which shall domesticate as a Delaware corporation prior to the Closing) (“SPAC”), and SLG SPAC Fund LLC, a Delaware limited liability company (“Sponsor”), certain shareholders of SPAC set forth on Schedule A hereto (together with the Sponsor, collectively, the “Insiders” and each, an “Insider”), and, solely for purposes of Section 1.16 of the Sponsor Agreement, the individual set forth on Schedule B hereto (the “Non-Shareholder Insider”).

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Execution Version

CONSENT AND AMENDMENT NO. 1 TO CREDIT AGREEMENT

This CONSENT AND AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of January 27, 2024 (this “Agreement”), is entered into by and among ZINCFIVE, INC., a Delaware corporation  (“Borrower”), ZINCFIVE POWER, INC. (F/K/A POWERGENIX SYSTEMS, INC. AND PGX ACQUISITION CORP.), a Delaware corporation, (“ZincFive Power”), ZINCFIVE, LLC, a Oregon limited liability company (“ZincFive LLC”), Blue Earth Power Performance Solutions, Inc., an Oregon corporation (“Blue Earth”, and collectively with ZincFive Power, ZincFive LLC, and Borrower, the “Loan Parties”),  EACH LENDER (AS DEFINED IN THE CREDIT AGREEMENT) PARTY HERETO (collectively, the “Lenders” and individually, a “Lender”), and OIC INVESTMENT AGENT, LLC, in its capacity as the administrative agent and collateral agent (in such capacities, the “Agent”). As used in this Agreement, capitalized terms which are not defined herein shall have the meanings ascribed to such terms in the Credit Agreement unless otherwise specified.

W I T N E S S E T H

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**ZincFive, Inc.**20170 SW 112th Ave.Tualatin, OR 97062

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EXECUTIVE Employment Agreement

This Executive Employment Agreement (the “Agreement”) is by and between Mathew Segal (“Executive”) and ZincFive, Inc. (the “Company”).

WHEREAS**, **Executive is currently employed by the Company as its Senior Vice President of Operations;

Whereas, the Company desires to promote Executive to the position of Chief Operating Officer and to provide Executive with certain compensation and benefits in return for Executive’s services, and Executive agrees to be employed by the Company in such capacity and to receive the compensation and benefits on the terms and conditions set forth herein; and

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ZincFive, Inc.
20170 SW 112th Ave.		​
Tualatin, OR 97062		​

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EXECUTIVE Employment Agreement

This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is by and between Jerry Allison (“Executive”) and ZincFive, Inc. (the “Company”).

WHEREAS, the Company desires to employ Executive as its General Counsel and to provide Executive with certain compensation and benefits in return for Executive’s services, and Executive agrees to be employed by the Company in such capacity and to receive the compensation and benefits on the terms and conditions set forth herein; and

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Office Support Agreement

April 1, 2026

This contract is between SparkLabs Korea “SLK” and Spark I Acquisition Corporation “S1AC”, together “the Parties,” for Office Support services provided by SLK to S1AC.

SLK will provide office space, telecommunication services, security, utilities and maintenance (the “Services”) to S1AC for 6 months from April 1, 2026 to Sep 30, 2026 (renewable upon mutual agreement between the Parties).

SLK will provide the Services for a monthly of USD 1,000.- for the 6 months period.

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ZincFive, Inc.		​
20170 SW 112th Ave.		​
Tualatin, OR 97062		​

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EMPLOYEE EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) by and between Steven Jennings (the “Employee”) and ZincFive, Inc. (the “Company”) is effective as of March 5, 2020 (the “Effective Date”).

The Company desires to employ the Employee and, in connection therewith, to compensate the Employee for Employee’s personal services to the Company; and

The Employee wishes to be employed by the Company and provide personal services to the Company in return for certain compensation.

Accordingly, in consideration of the mutual promises and covenants contained herein, the parties agree to the following:

1.Employment by the Company.

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ZincFive, Inc.** **20170 SW 112th Ave. Tualatin, OR 97062

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EXECUTIVE EMPLOYMENT AGREEMENT

This **Employment Agreement **(the “Agreement”) by and between Tod Higinbotham (the “Executive”) and ZincFive, Inc. (the “Company”) is effective as of March 5, 2020 (the “Effective Date”).

The Company desires to employ the Executive and, in connection therewith, to compensate the Executive for Executive’s personal services to the Company; and

The Executive wishes to be employed by the Company and provide personal services to the Company in return for certain compensation.

Accordingly, in consideration of the mutual promises and covenants contained herein, the parties agree to the following:

**1.**Employment by the Company.

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CREDIT AGREEMENT

dated as of

June 7, 2023

among

ZINCFIVE, INC.,

as Borrower,

THE OTHER LOAN PARTIES FROM TIME TO TIME PARTY HERETO,

THE LENDERS FROM TIME TO TIME PARTY HERETO,

and

OIC INVESTMENT AGENT, LLC,

as Administrative Agent and Collateral Agent

$80,000,000 Senior Secured Term Loan Facility

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TABLE OF CONTENTS

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Exhibit 10.28

Execution Version

AMENDMENT NO. 2 TO CREDIT AGREEMENT

This AMENDMENT NO. 2 TO CREDIT AGREEMENT, dated as of October 18, 2024 (this “Agreement”), is entered into by and among ZINCFIVE, INC., a Delaware corporation (“Borrower”), ZINCFIVE POWER, INC. (F/K/A POWERGENIX SYSTEMS, INC. AND PGX ACQUISITION CORP.), a Delaware corporation, (“ZincFive Power”), ZINCFIVE, LLC, a Oregon limited liability company (“ZincFive LLC”), Blue Earth Power Performance Solutions, Inc., an Oregon corporation (“Blue Earth”, and collectively with ZincFive Power, ZincFive LLC, and Borrower, the “Loan Parties”), EACH LENDER (AS DEFINED IN THE CREDIT AGREEMENT) PARTY HERETO (collectively, the “Lenders” and individually, a “Lender”), and OIC INVESTMENT AGENT, LLC, in its capacity as the administrative agent and collateral agent (in such capacity, the “Administrative Agent”). As used in this Agreement, capitalized terms which are not defined herein shall have the meanings ascribed to such terms in the Credit Agreement unless otherwise specified.

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Certain information marked [***] has been omitted pursuant to Item 601(a)(6) of Regulation S-K because disclosure would constitute a clearly unwarranted invasion of personal privacy.

Officer Independent Contractor Agreement

(ICA)

(EigenQ Inc. – Independent Contractor)

1. Recitals

This Independent Contractor Agreement (“Agreement”) is made effective as of March 13, 2025 (“Effective Date”) by and between:

(i) EigenQ Inc., a Delaware corporation with its principal place of business at 9175 Guilford Rd, Ste 300, Columbia, MD 21046, USA (“Company” or “EigenQ”); and

(ii) Dr. Jesse Van Griensven Thé, an independent contractor with a principal place of business or residence at [***] (“Contractor”).

WHEREAS:

1. Nature of Business

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