Browse EX-10 agreements

SHAREHOLDERS’ AGREEMENT

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NOVIANT INC.

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THIS SHAREHOLDERS’ AGREEMENT (this “Agreement”) is made and entered into as of August 7, 2026, by and among Noviant Inc., a New York corporation (the “Corporation”), Aether Compute LLC, a Delaware limited liability company (“Aether”) and Kevin Wang, Jin Yi Wang, and Enbo B. Zeng (collectively, the “Founders” and, together with Aether, the “Shareholders” and each, a “Shareholder”).

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W I T N E S S E T H:

WHEREAS, the Corporation was organized and formed under the laws of the State of New York on September 23, 1997, and is the company whose shares are being acquired pursuant to that certain Stock Purchase Agreement, effective as of August 4, 2026, by and among Aether, Aether Holdings, Inc., a Delaware corporation (“Parent”), the Corporation and the Founders (the “SPA”).

WHEREAS, immediately after the closing of the transactions contemplated by the SPA (the “Closing”), all of the issued and outstanding shares of common stock of the Corporation (the “Shares”) will be owned in the following manner, subject to final confirmation of the Corporation’s stock ledger and capitalization records:

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INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT

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THIS INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT (this “Agreement”) is entered into as of August 7, 2026, by and among Noviant Inc., a New York corporation (the “Company”), Kevin Wang, Jin Yi Wang, James L. Mo and Enbo B. Zeng (each, an “Assignor” and collectively, the “Assignors”), and, solely for purposes of Sections 5, 8, 9, 10, 12 and 14, Aether Compute LLC, a Delaware limited liability company (“Buyer”), and Aether Holdings, Inc., a Delaware corporation (“Parent”).

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RECITALS

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A. Assignors are founders of the Company and have created, developed, conceived, authored, acquired, registered, maintained, controlled or used certain intellectual property, technology, accounts, data, materials and assets relating to the Company and its business.

B. Buyer is acquiring sixty percent (60%) of the equity of the Company from the Assignors and Parent is providing the consideration for that acquisition.

C. Buyer and Parent require, as a condition to closing, that all Company-related intellectual property and assets be owned or validly controlled by the Company free and clear of Encumbrances.

D. Assignors desire to assign to the Company all rights described in this Agreement.

AGREEMENT

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1. Assigned Rights.

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FORM OF*** LOCK-UP AND LEAK-OUT AGREEMENT***

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THIS LOCK-UP AND LEAK-OUT AGREEMENT (this “Agreement”) is entered into as of August 7, 2026, by and among Aether Holdings, Inc., a Delaware corporation (“Parent” or “Issuer”), Aether Compute LLC, a Delaware limited liability company (“Buyer”), and [FOUNDER NAME] (“Holder”).

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RECITALS

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A. Buyer, Parent, Noviant Inc. and the founders of Noviant are entering into a stock purchase agreement of even date herewith (the “Stock Purchase Agreement”) pursuant to which Buyer will acquire sixty percent (60%) of the issued and outstanding equity of Noviant Inc. from the founders.

B. Parent will issue restricted shares of Parent common stock to Holder as consideration provided on behalf of Buyer under the Stock Purchase Agreement.

C. As a material inducement to Buyer and Parent to enter into and consummate the transaction, Holder is agreeing to the transfer restrictions, lock-up, leak-out, no hedging, no short sale and other covenants set forth herein.

AGREEMENT

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1. Definitions.

“Lock-Up Shares” means all shares of Parent common stock issued or issuable to Holder in connection with the Stock Purchase Agreement, including any shares issued as dividends, splits, recapitalizations, replacements or substitutions.

“Transfer” means any sale, assignment, pledge, hypothecation, gift, hedge, swap, short sale, derivative, loan, encumbrance, option or other transfer or disposition of economic, voting or beneficial ownership.

2. Six-Month Lock-Up for First Tranche.

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MODIFICATION AGREEMENT AND ALLONGE

This MODIFICATION AGREEMENT AND ALLONGE (the “Modification”) is made and entered into among SOUTHERN AIRWAYS PACIFIC, LLC, AND SOUTHERN AIRWAYS EXPRESS, LLC, each a Delaware limited liability company (individually and collectively, “Company”), [Holder] (“Holder”), and JGB COLLATERAL, LLC, as Agent.

Recitals

A. Company executed in favor of Holder a certain Debenture due June 30, 2031, originally issued by Company on June 30, 2026, in an aggregate stated original principal sum of $[______] (the “Debenture”).

B. Company and Holder desire to modify the Debenture as provided herein.

Agreement

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Company and Holder hereby agree and amend and modify the Debenture as follows:

1. Definitions. Except as otherwise provided herein, terms defined in the Debenture shall have the same meaning when used herein. Terms defined in the singular shall have the same meaning when used in the plural and vice versa.

2. Modification of Debenture. The Debenture is hereby modified by adding the following legend at the top of the first page thereof:

This Debenture is subject to that certain Subordination and Intercreditor Agreement, dated as of August 10, 2026 (as the same may be amended, restated, amended and restated, supplemented, replaced, and/or otherwise modified in writing from time to time in accordance with its terms, the “Subordination Agreement”), to the extent, and in the manner, provided in the Subordination Agreement.

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AMENDMENT #1 to EMPLOYMENT AGREEMENT

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This Amendment #1 to Employment Agreement (this “Amendment”) is effective as of July 20, 2026 ( the “Effective Date”), and is entered into by and between TON Strategy Company, formerly known as Verb Technology Company, Inc., (the “Company”) and Sarah Olsen (“Employee”) (collectively with the Company, the “Parties”; each of the Parties referred to individually as a “Party”).

WHEREAS, the Company and Employee entered into that certain Employment Agreement dated as of August 7, 2025 (the “Agreement”); and

WHEREAS, the Company and Employee wish to amend certain provisions of that Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows, effective as of the Effective Date of this Amendment.

1. Section 1(a) of the Agreement is hereby deleted and replaced in its entirety with the following (with all capitalized terms having the meaning originally ascribed thereto in the Agreement): Title. The Company hereby agrees to employ Employee, and Employee hereby accepts such employment, as Chief Financial Officer (CFO) & Chief Operating Officer (COO) of the Company, reporting to the Chief Executive Officer of the Company.

Employee agrees that the amendment of this Section 1(a) does not constitute Good Reason, as that term is defined in the Agreement.

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AMENDMENT #1 to EMPLOYMENT AGREEMENT

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This Amendment #1 to Employment Agreement (this “Amendment”) is effective as of July 20, 2026 ( the “Effective Date”), and is entered into by and between TON Strategy Company, (the “Company”), and Kevin Wilson (“Employee”) (collectively with the Company, the “Parties”; each of the Parties referred to individually as a “Party”).

WHEREAS, the Company and Employee entered into that certain Employment Agreement dated as of April 16, 2026 (the “Agreement”); and

WHEREAS, the Company and Employee wish to amend certain provisions of that Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows, effective as of the Effective Date of this Amendment.

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IDAHO COPPER CORPORATION

800 W. MAIN ST, STE 1460

BOISE, ID 83702

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DIRECTOR AGREEMENT

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THIS DIRECTOR AGREEMENT (the “Agreement”) is made effective as of the 2nd day of July, 2026, and is by and between Idaho Copper Corporation, a Nevada corporation and a US public company (hereinafter referred to as the “Company”), and Steven Rudofsky (hereinafter referred to as the “Director”).

WHEREAS, it is essential to the Company to retain and attract as directors the most capable persons available to serve on the board of directors of the Company (the “Board”).

WHEREAS, the Board believes that Director possesses the necessary qualifications and abilities to serve as a director of the Company and desires to appoint the Director to fill an existing vacancy on the Board and to perform the duties of a Director.

WHEREAS the Director desires to be so appointed for such position and to perform the duties required of such position in accordance with the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration for the above recited promises and the mutual promises contained herein, the adequacy and sufficiency of which are hereby acknowledged, the Company and the Director hereby agree as follows:

1. DUTIES.

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IDAHO COPPER CORPORATION

800 W. MAIN ST, STE 1460

BOISE, ID 83702

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DIRECTOR AGREEMENT

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THIS DIRECTOR AGREEMENT (the “Agreement”) is made effective as of the 2nd day of July, 2026, and is by and between Idaho Copper Corporation, a Nevada corporation and a US public company (hereinafter referred to as the “Company”), and Corey B. Redfield (hereinafter referred to as the “Director”).

WHEREAS, it is essential to the Company to retain and attract as directors the most capable persons available to serve on the board of directors of the Company (the “Board”).

WHEREAS, the Board believes that Director possesses the necessary qualifications and abilities to serve as a director of the Company and desires to appoint the Director to fill an existing vacancy on the Board and to perform the duties of a Director.

WHEREAS the Director desires to be so appointed for such position and to perform the duties required of such position in accordance with the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration for the above recited promises and the mutual promises contained herein, the adequacy and sufficiency of which are hereby acknowledged, the Company and the Director hereby agree as follows:

1. DUTIES.

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IDAHO COPPER CORPORATION

800 W. MAIN ST, STE 1460

BOISE, ID 83702

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DIRECTOR AGREEMENT

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THIS DIRECTOR AGREEMENT (the “Agreement”) is made effective as of the 2nd day of July, 2026, and is by and between Idaho Copper Corporation, a Nevada corporation and a US public company (hereinafter referred to as the “Company”), and Dr. John Moeller (hereinafter referred to as the “Director”).

WHEREAS, it is essential to the Company to retain and attract as directors the most capable persons available to serve on the board of directors of the Company (the “Board”).

WHEREAS, the Board believes that Director possesses the necessary qualifications and abilities to serve as a director of the Company and desires to appoint the Director to fill an existing vacancy on the Board and to perform the duties of a Director.

WHEREAS the Director desires to be so appointed for such position and to perform the duties required of such position in accordance with the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration for the above recited promises and the mutual promises contained herein, the adequacy and sufficiency of which are hereby acknowledged, the Company and the Director hereby agree as follows:

1. DUTIES.

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IDAHO COPPER CORPORATION

800 W. MAIN ST, STE 1460

BOISE, ID 83702

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DIRECTOR AGREEMENT

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THIS DIRECTOR AGREEMENT (the “Agreement”) is made effective as of the 2nd day of July, 2026, and is by and between Idaho Copper Corporation, a Nevada corporation and a US public company (hereinafter referred to as the “Company”), and David Herskovits (hereinafter referred to as the “Director”).

WHEREAS, it is essential to the Company to retain and attract as directors the most capable persons available to serve on the board of directors of the Company (the “Board”).

WHEREAS, the Board believes that Director possesses the necessary qualifications and abilities to serve as a director of the Company and desires to appoint the Director to fill an existing vacancy on the Board and to perform the duties of a Director.

WHEREAS the Director desires to be so appointed for such position and to perform the duties required of such position in accordance with the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration for the above recited promises and the mutual promises contained herein, the adequacy and sufficiency of which are hereby acknowledged, the Company and the Director hereby agree as follows:

1. DUTIES.

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IDAHO COPPER CORPORATION

800 W. MAIN ST, STE 1460

BOISE, ID 83702

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DIRECTOR AGREEMENT

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THIS DIRECTOR AGREEMENT (the “Agreement”) is made effective as of the 2nd day of July, 2026, and is by and between Idaho Copper Corporation, a Nevada corporation and a US public company (hereinafter referred to as the “Company”), and Gil Atzmon (hereinafter referred to as the “Director”).

WHEREAS, it is essential to the Company to retain and attract as directors the most capable persons available to serve on the board of directors of the Company (the “Board”).

WHEREAS, the Board believes that Director possesses the necessary qualifications and abilities to serve as a director of the Company and desires to appoint the Director to fill an existing vacancy on the Board and to perform the duties of a Director.

WHEREAS the Director desires to be so appointed for such position and to perform the duties required of such position in accordance with the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration for the above recited promises and the mutual promises contained herein, the adequacy and sufficiency of which are hereby acknowledged, the Company and the Director hereby agree as follows:

1. DUTIES.

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Exhibit No. 10.1

AMENDMENT NO. 1

BARNWELL INDUSTRIES INC. TO AMENDED AND RESTATED

2018 EQUITY INCENTIVE PLAN

Section 4.1 Plan Share Limits and Section 4.2 Individual Share Limits, shall be amended and restated in their entirety to read as follows:

4.1 Plan Share Limits. Subject, however, to the provisions of Section 8 of the Plan, a total of 3,080,000 shares of Stock shall be authorized for Awards granted under the Plan. The maximum number of shares of Stock (subject to adjustment under Section 8 of the Plan) which may be the subject of Incentive Stock Options is 3,080,000. Shares of Stock issued pursuant to the Plan may be either authorized but unissued shares or shares held by the Company in its treasury.

4.2 Individual Share Limits. Subject to adjustment as provided in Section 8 of the Plan, the maximum number of shares of Stock that: (i) may be subject to Options that are Incentive Stock Options that are granted to any individual during any calendar year shall not exceed 340,000 shares of Stock; (ii) may be subject Options (other than Incentive Stock Options) and Stock Appreciation Rights that are granted to any individual during any calendar year shall not exceed 340,000 shares of Stock; (iii) may be subject to Restricted Stock Awards and Restricted Stock Unit Awards that are granted to any individual during any calendar year shall not exceed 270,000 shares of Stock and (iv) may be subject to all other Awards, including Awards intended to constitute Qualified Performance Awards, granted to any individual during any calendar year shall not exceed 100,000 shares

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