Browse EX-10 agreements

**AVENZO THERAPEUTICS, INC. **

November 20, 2024

Patrick Machado, J.D.

[***]

Dear Pat:

We are very pleased to invite you to join the board of directors (the “Board”) of Avenzo Therapeutics, Inc. (the “Company”).

Following your appointment to the Board, which shall occur after the Company has obtained the requisite corporate approvals for such appointment, it will be recommended to the Board that you be granted an option to purchase 502,893 shares of Company’s Class A Common Stock (the “Common Stock”), at an exercise price per share equal to the then current fair market value of the Common Stock (the “Option”). The shares subject to the Option shall vest monthly over 36 months in equal monthly amounts following your appointment to the Board, subject to your continuing service to the Company, and shall otherwise be subject to the terms and conditions of the Company’s 2022 Equity Incentive Plan, as amended (“Plan”), and stock option agreement. In the event of a Change in Control (as defined in the Plan), 100% of the then unvested shares subject to

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***INDEMNIFICATION AGREEMENT ***

This Indemnification Agreement is dated as of _________, 2026 (this “Agreement”) and is between Avenzo Therapeutics, 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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**AVENZO THERAPEUTICS, INC. **

October 1, 2024

Garry Nicholson

[***]

Dear Garry:

We are very pleased to invite you to join the board of directors (the “Board”) of Avenzo Therapeutics, Inc. (the “Company”).

Following your appointment to the Board, which shall occur after the Company has obtained the requisite corporate approvals for such appointment, it will be recommended to the Board that you be granted an option to purchase a number of shares of Company’s Class A Common Stock (the “Common Stock”) equal to 0.22% of the Fully-Diluted Capitalization of the Company (as defined below) as of immediately following the Third Closing (as defined in that certain Series A Preferred Stock Purchase Agreement, dated September 14, 2022, by and among the Company and the investors listed on Exhibit A attached thereto) of the Company’s Series A Preferred Stock financing, at an exercise price per share equal to the then current fair market value of the Common Stock (the “Option”). The shares subject to the Option shall vest monthly over 36 months in equal monthly amo

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**AVENZO THERAPEUTICS, INC. **

September 2, 2026

Barbara Bodem

[***]

Dear Barbara:

We are very pleased to invite you to join the board of directors (the “Board”) of Avenzo Therapeutics, Inc. (the “Company”).

Following your appointment to the Board, which shall occur after the Company has obtained the requisite corporate approvals for such appointment, it will be recommended to the Board, or, following the closing of the Company’s pending merger transaction (the “Merger”), the board of directors of the post-merger public company, that you be granted an option to purchase 530,284 shares of the Company’s Class A common stock (as equitably adjusted to reflect the exchange ratio or any other capitalization adjustment applicable in connection with the Merger) (the “Common Stock”), at an exercise price per share equal to the then current fair market value of the Common Stock (the “Option”). The shares subject to the Option shall vest monthly over 36 months in equal monthly amounts following your appointment to the Board, subject to your continuing ser

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**STRICTLY PRIVATE AND CONFIDENTIAL **

Effective as of October 2, 2025

American Ocean Minerals

400 North Ashley Dr

Suite 1900

Tampa, FL 33602

Dear Sirs,

**Mark Justh (“MJ”) **is pleased to set out the terms of our engagement to serve in the roles of Chief Executive Officer and Director of AOM.

**1. Appointment and Engagement **

By its acceptance of this letter, the Company hereby appoints MJ to provide executive leadership by filling the offices of Chief Executive Officer.

2. **Services and Responsibilities **

In connection with this engagement, MJ shall:

Carry out such responsibilities as are customary for the roles of Chief Executive Officer and director.

**3. Fees **

In consideration of MJ services, the Company shall pay a work fee of USD $60,000 per month, payable in advance on the first business day of each month. The monthly fee shall be due in full for any calendar month or part thereof during which this agreement is in effect.

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**Execution Version **

**EMPLOYMENT AGREEMENT **

This **EMPLOYMENT AGREEMENT **(this “Agreement”) is entered into as of August 6, 2026 (the “Effective Date”), by and between American Ocean Minerals Corporation, a Delaware corporation (the “Company”), and Paul H. Warmé (“Executive”).

WHEREAS, the Company wishes to employ Executive as the Chief Financial Officer of the Company and Executive wishes to work as the Chief Financial Officer of the Company, commencing as of August 6, 2026 (the “Start Date”); and

WHEREAS, the Company and Executive wish to enter into this Agreement on the terms and conditions set forth below.

NOW, THEREFORE, it is hereby agreed as follows:

1.   Employment. The Company agrees to employ Executive, and Executive hereby accepts such employment, upon the terms and subject to the conditions set forth herein, for a period commencing on the Start Date and ending on the date this Agreement is terminated in accordance with Section*** 5* (the “Employment Term”).

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Exhibit 10.1

Execution Version

August 27, 2026

Mr. Richard P. Smith

At the address on file with TriCo

Dear Rick:

This letter (this “Letter Agreement”) memorializes our agreement regarding the terms of your employment with, and service to, First Hawaiian Bank (“FHB”) following the completion of the Merger contemplated by the Agreement and Plan of Reorganization and Merger, by and among First Hawaiian, Inc. (“FHI”), TriCo Bancshares (“TriCo”) and Horizon Merger Sub, Inc. (the “Merger Agreement”). Capitalized terms used but not defined in this Letter Agreement have the meanings ascribed to them in the Merger Agreement.

1.             Term

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MASTER COOPERATION AGREEMENT

Contract No: KIKA-IFPC-20250902

Date of Signing: September 29, 2025

Party A: VISRISCO TECHNOLOGY LIMITED

Address:RM 509, 5/F, THE CLOUD, 111 TUNG CHAU STREET, TAI KOK TSUI,KOWLOON, HONG KONG

Company registration number: 2122505

Party B: KIKA TECHNOLOGY INC.

Address: P.O. Box 31119, Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1-1205 Cayman Islands

Company registration number: 425046

Based on the principles of equality, mutual benefit, common development, complementary advantages, and equivalent compensation, Party A and Party B have mutually agreed upon the following terms regarding Party A’s provision of promotional services on Party B’s platform through friendly consultation:

Article 1 Definitions

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MASTER COOPERATION AGREEMENT

Contract No.: KIKA-IFPC-20250901

Date of Signing: September 21, 2025

Party A: INNOVATION SPARK TECHNOLOGY LIMITED

Company registration number: 2061364

Party B: KIKA TECHNOLOGY INC.

Company registration number: 425046

Based on the principles of equality, mutual benefit, common development, complementary advantages, and equivalent compensation, Party A and Party B have mutually agreed upon the following terms regarding Party A’s provision of promotional services on Party B’s platform through friendly consultation:

Article 1 Definitions

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Framework Cooperation Agreement

This Framework Cooperation Agreement (hereinafter referred to as this “Agreement”) is entered into by and between the following parties on September 26, 2025:

Party A: MATINALEOUS TECHNOLOGY LIMITED

Company Registration Number: 2056563

Party B: HongKong Time Point Technology Co., Limited

Company Registration Number: 75862015

In view of the resources and business advantages possessed by Party A and Party B in their respective industries, and for the purpose of jointly advancing market cooperation between both parties, Party A and Party B, following the principles of equality and voluntariness, have entered into this Framework Agreement through friendly consultation to set forth the fundamental terms of their cooperation.

I. Scope of Application and Legal Effect of this Framework Agreement

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Framework Cooperation Agreement

This Framework Cooperation Agreement (hereinafter referred to as “this Framework Agreement”) is entered into by Party A and Party B on September 22, 2025:

Party A：FAIRY CLOUDS TECHNOLOGY HOLDINGS LIMITED
Registered Address	ROOM 701, UNIT 108, 7/F, TOWER B NEW MANDARIN PLAZA 14 SCIENCE MUSEUM ROAD TSIM SHA TSUI, KOWLOON, HK

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** **

Exhibit 10.3

** **

REGISTRATION RIGHTS AGREEMENT

** **

This Registration Rights Agreement (this “Agreement”) is made and entered into as of [●], 2026 (the “Closing Date”), by and among Gravitics Holdings, Inc. (f/k/a Non-Invasive Monitoring Systems, Inc.), a Florida corporation (the “Company”), and the undersigned parties listed under Holders on the signature page hereto (each such party, together with 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”).

RECITALS

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