Browse EX-10 agreements

Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K on the basis that the Registrant customarily and actually treats that information as private or confidential and the omitted information is not material. Information that has been omitted has been noted in this document with a placeholder identified by the mark “[***]”.

Exhibit 10.11

LEASE AGREEMENT

 

Lessor: Mu Tian Asset Management Consulting Co., Ltd.

  

(hereinafter referred to as “Party A”)

Lessee: Prologium Technology Co., Ltd.

  

(hereinafter referred to as “Party B”)

WHEREAS, Party A and Party B agreed to terminate the original Building Lease Agreement dated August 31, 2023, effective as of December 31, 2025;

WHEREAS, at the time of handover of the leased premises, the two temporary storage rooms currently used by Party B for the storage of waste materials were not included in such handover;

…

Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K on the basis that the Registrant customarily and actually treats that information as private or confidential and the omitted information is not material. Information that has been omitted has been noted in this document with a placeholder identified by the mark “[***]”.

Exhibit 10.10

LEASE AGREEMENT

 

Lessor: Mu Tian Asset Management Consulting Co., Ltd.

  

(hereinafter referred to as “Party A”)

Lessee: Prologium Technology Co., Ltd.

  

(hereinafter referred to as “Party B”)

In consideration of the lease of the premises described herein, the Parties agree to enter into this Agreement and agree that the terms and conditions of the lease shall be as follows:

Article 1 Leased Premises

…

Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K on the basis that the Registrant customarily and actually treats that information as private or confidential and the omitted information is not material. Information that has been omitted has been noted in this document with a placeholder identified by the mark “[***]”.

COMMERCIAL LEASE IN FUTURE STATE OF COMPLETION

BETWEEN THE UNDERSIGNED :

HOGGAR-TERRE DE FEU, a société par actions simplifiée (simplified joint-stock company) with capital of 150,000 euros, registered in the Versailles Trade and Companies Register under no. 891 401 994, with its head office at 78 boulevard de la Reine, 78000 Versailles,

Represented by its Chairman, SOCIETE ANONYME IMMOBILIERE DE VILLEMILAND-WISSOUS (SIV), a public limited company with capital of 7,350,210 euros, registered in the Versailles Trade and Companies Register under no. 324 421 205, with its registered office at 78 boulevard de la Reine, 78000 Versailles,

…

FIRST AMENDMENT

 

to a Long-Term Employment Agreement

 

Between:

 

NorthStar Earth & Space Europe S.à r.l., established and having its registered office at 124, boulevard de la Pétrusse, L-2330 Luxembourg, Grand-Duchy of Luxembourg, and registered in the Luxembourg Trade and Companies Register under number B266625, duly represented by Mr. Stewart Bain, Manager of category A, and by Mr. Blazej Gladysz-Lehmann, Manager of category B, hereinafter referred to as the “Company”;

 

And:

 

Yann Picard, born on November 17, 1976 in Montpellier (France), residing at 22, rue du Vaugueux, 14000 Caen (France), hereinafter referred to as the “Employee”; the Employee and the Company are hereinafter referred to, individually, as a “Party”, and collectively as, the “Parties”.

 

WHEREAS the Parties have entered into a Long-Term Employment Agreement on June 30, 2023 (the “Agreement”);

 

WHEREAS the Parties wish to modify certain terms of the Agreement by this amendment (the “Amendment”);

…

LONG TERM EMPLOYMENT CONTRACT

Between:

 

NorthStar Earth & Space Europe S.à r.l., established and having its registered office at 124, boulevard de la Pétrusse, L-2330 Luxembourg, Grand-Duchy of Luxembourg, and registered in the Luxembourg Trade and Companies Register under number B266625,

 

duly represented by Mr. Stewart Bain, Manager of category A, and by Mr. Blazej Gladysz-Lehmann, Manager of category B,

 

hereinafter referred to as the “Company”;

 

and

 

Yann Picard, born on November 11, 1976 in Montpellier (France), residing at 22, rue du Vaugueux, 14000 CAEN (France),

 

hereinafter referred to as the “Employee”;

 

It has been agreed as follows:

 

Preamble:

 

This employment contract (the “Agreement”) sets out the terms and conditions of the Employee’s employment with the Company (the “Appointment”).

 

The Company shall employ the Employee, and the Employee shall serve the Company on the terms, and subject to the conditions, of this Agreement.

 

1.

JOB TITLE AND DUTIES

…

EMPLOYMENT AGREEMENT

(“Agreement”)

Effective as of September 1st, 2023

BETWEEN:

NORTHSTAR EARTH & SPACE INC., a corporation incorporated under the Canada Business Corporations Act, having its registered office at 384, St-Jacques Street, Suite 300, Montréal, Québec, H2Y 1S1 (“Corporation”);

 

 

AND:

Stewart Bain, residing at 63, Britannia Road, Ottawa, Ontario, K2B 5W4 (“Executive”).

 

 

 

(Individually the “Party” or collectively the “Parties”)

 

WHEREAS the Parties have entered into an Employment Agreement effective as of February 1st, 2018 (“the Original Agreement”);

WHEREAS the Parties wish to update the Agreement to reflect the current situation of the Executive and the Corporation by this new Employment Agreement (the “Employment Agreement”).

The Parties agree as follows:

EMPLOYMENT

 

1.1.

Subject to the terms and conditions of this Agreement, the Executive hereby agrees to work for the Corporation as its President and Chief Executive Officer (the “Position”).

 

1.2.

…

 

FIRST AMENDMENT

to a Long Term Employment Agreement

Effective Date: August 1st, 2024

 

Between:

 

NorthStar Earth & Space Europe S.à r.l., established and having its registered office at 24-28, rue Goethe, L-1637 Luxembourg, Grand-Duchy of Luxembourg, and registered in the Luxembourg Trade and Companies Register under number B266625,

 

duly represented by Mr. Stewart Bain, Manager of category A, and by Mr. Blazej Gladysz-Lehmann, Manager of category B,

 

hereinafter referred to as the “Company”;

 

And:

 

Brendan Thorn, born June 29, 1991 in Matsqui (Canada), residing at 165, rue Principale, L-5366 Munsbach, Grand-Duchy of Luxembourg,

 

hereinafter referred to as the “Employee”;

 

the Employee and the Company are hereinafter referred to, individually, as a “Party”, and collectively as, the “Parties”.

 

WHEREAS the Parties have entered into a Long Term Employment Agreement on July 3rd, 2023 (the “Agreement”);

…

 

SECOND AMENDMENT

to a Long Term Employment Agreement

EFFECTIVE AS OF May 1st, 2025

 

Between:

 

NorthStar Earth & Space Europe S.à r.l., established and having its registered office at 24-28, rue Goethe, L-1637 Luxembourg, Grand-Duchy of Luxembourg, and registered in the Luxembourg Trade and Companies Register under number B266625,

 

duly represented by Mr. Stewart Bain, Manager of category A, and by Mr. Blazej Gladysz-Lehmann, Manager of category B,

 

hereinafter referred to as “NorthStar Luxembourg” or the “Company”;

 

And:

 

Brendan Thorn, born June 29, 1991 in Matsqui (Canada), residing at 165 rue Principale, L-5366 Munsbach, Grand-Duchy of Luxembourg,

 

hereinafter referred to as the “Employee”;

 

the Employee and the Company are hereinafter referred to, individually, as a “Party”, and collectively as, the “Parties”.

…

Second AMENDMENT

 

to a Long Term Employment Agreement

 

Effective Date : June 1st, 2024

 

Between:

 

NorthStar Earth & Space Europe S.à r.l., established and having its registered office at 24-28, rue Goethe, L-1637 Luxembourg, Grand-Duchy of Luxembourg, and registered in the Luxembourg Trade and Companies Register under number B266625,

 

duly represented by Mr. Stewart Bain, Manager of category A, and by Mr. Blazej Gladysz-Lehmann, Manager of category B,

 

hereinafter referred to as the “Company”;

 

And:

 

Yann Picard, born on November 17, 1976 in Montpellier (France), residing at 22, rue du Vaugueux, 14000 Caen (France),hereinafter referred to as the “Employee”;

 

the Employee and the Company are hereinafter referred to, individually, as a “Party”, and collectively as, the “Parties”.

 

WHEREAS the Parties have entered into a Long-Term Employment Agreement on June 30, 2023 (the “Agreement”);

 

WHEREAS the Parties wish to modify certain terms of the Agreement by this amendment (the “Amendment”);

…

 

LONG TERM EMPLOYMENT CONTRACT

 

Between:

 

NorthStar Earth & Space Europe S.à r.l., established and having its registered office at 124, boulevard de la Pétrusse, L-2330 Luxembourg, Grand-Duchy of Luxembourg, and registered in the Luxembourg Trade and Companies Register under number B266625,

 

duly represented by Mr. Stewart Bain, Manager of category A, and by Mr. Blazej Gladysz-Lehmann, Manager of category B,

 

hereinafter referred to as the “Company”;

 

and

 

Brendan Thorn, born June 29, 1991 in Matsqui (Canada), residing at 6, rue du Couvent, L-1363 Hesperange, Grand-Duchy of Luxembourg,

 

hereinafter referred to as the “Employee”; It has been agreed as follows:

 

Preamble:

 

This employment contract (the “Agreement”) sets out the terms and conditions of the Employee’s employment with the Company (the “Appointment”).

…

November 9, 2025

 

 

 

 

SEALCOIN AG

and

 

 

 

 

WISESAT.SPACE CORP

 

 

SOFTWARE-AS-A-SERVICE AGREEMENT

 

 

 

 

BY AND BETWEEN :

(1)

SEALCOIN AG, a Swiss limited liability company with offices located at General-Guisan-Strasse 6, 6300 Zug, Switzerland (“Provider”) ;

 

AND

 

(2)

WISESAT.SPACE CORP, a company incorporated and registered in the British Virgin Islands under Company No. 20250617 (“Client”).

 

Client and Provider are hereinafter collectively referred to as the “Parties” and individually as a “Party”.

 

WHEREAS :

 

(A)

Provider owns the SEALCOIN agent and platform, a platform designed to enable and empower devices within the Internet of Things (IoT) ecosystem to autonomously transact and manage service-for payment exchanges, including token transactions (the “Platform”);

 

(B)

Client operates a constellation of satellites offering space to device communications and secured transactions (the “Business”);

 

(C)

…

November 9, 2025

 

 

 

WISEKEY SA

 

 

 

 

and

 

 

 

 

WISESAT.SPACE CORP

 

 

LICENSE AGREEMENT

 

 

 

 

 

BY AND BETWEEN :

 

(1)

WISEKEY SA, a Swiss limited liability company with offices located at General-Guisan-Strasse 6, 6300 Zug, Switzer-land (“Licensor”) ;

 

AND

 

(2)

WISESAT.SPACE CORP, a company incorporated and registered in the British Virgin Islands under Company No. 20250617 (the “Licensee”).

 

Licensee and Licensor are hereinafter collectively referred to as the “Parties” and individually as a “Party”.

 

WHEREAS :

  

(A)

Licensor owns the entire right, title, and interest in and has the right to license to Licensee the Software and the Trademark (as defined below);

 

(B)

Licensee operates a constellation of satellites offering space to device communications to customers (the “Business”); and

 

(C)

Licensee wishes to obtain, and Licensor is willing to grant to Licensee, a license under the Software and the Trademark on the terms and conditions set out in this agreement (the “Agreement”).

…