Browse EX-10 agreements

**CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND OF THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE AND CONFIDENTIAL. **

Confidential

***SECOND AMENDED AND RESTATED PLATFORM LICENSE AGREEMENT ***

This Second Amended and Restated Platform License Agreement (“Agreement”) is entered into by Alamar Biosciences, Inc. (“Alamar”), having its principal place of business at 47071 Bayside Parkway, Fremont, CA 94538, and Attovia Therapeutics, Inc. (“Licensee”), having its principal place of business at 1091 Industrial Road, Suite 301, San Carlos, CA 94070, and is retroactively effective June 1, 2023 (“Effective Date”). In consideration of the mutual covenants and promises set forth in this Agreement, the parties agree as follows:

1. Definitions.

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PROMISSORY NOTE

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR (II) PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE MAKER.

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Bit Origin Ltd

160 Robinson Road, 12F, SBF Center

Singapore 068914

July 10, 2026

Re: Director Offer Letter

Dear Mr. Wei Li:

Bit Origin Ltd, a Cayman Islands company (the “Company” or “we”), is pleased to offer you a position as a Director of the Company. We believe your background and experience will be a significant asset to the Company and we look forward to your participation as a Director in the Company. Should you choose to accept this position as a Director, this letter agreement (the “Agreement”) shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services you agree to provide to the Company. Your appointment shall also be subject to the approval of the Company’s Board of Directors and/or Nominating and Compensation Committees.

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Bit Origin Ltd

160 Robinson Road, 12F, SBF Center

Singapore 068914

July 10, 2026

Re: Director Offer Letter

Dear Ms. Mei Ting Yeung:

Bit Origin Ltd, a Cayman Islands company (the “Company” or “we”), is pleased to offer you a position as a Director of the Company. We believe your background and experience will be a significant asset to the Company and we look forward to your participation as a Director in the Company. Should you choose to accept this position as a Director, this letter agreement (the “Agreement”) shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services you agree to provide to the Company. Your appointment shall also be subject to the approval of the Company’s Board of Directors and/or Nominating and Compensation Committees.

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ROYALTY DEED

This ROYALTY DEED (“Royalty Deed”), effective as of May 15, 2025 (the “Effective Date”), is given by Verdera Energy Corp., a corporation organized under the laws of the province of British Columbia (“Grantor”) whose address is 1200 – 750 West Pender Street, Vancouver, British Columbia V6T 2T8, to enCore Energy Corp., a corporation organized under the laws of British Columbia (“Grantee”), whose address is 101 N. Shoreline Blvd, Suite 450, Corpus Christi, Texas, 78401 United States, (each a “party” and together “the parties”).

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AMENDED AND RESTATED ADVISORY SERVICES AGREEMENT

**THIS AGREEMENT **is effective as of the 5th day of February, 2026:

BETWEEN:

VERDERA ENERGY CORP., a corporation incorporated under the Corporations Act (British Columbia), with its registered office situated at #1200 – 750 West Pender Street, Vancouver, BC V6C 2T8

(hereinafter referred to as the "Corporation")

- and-

POWERONE CAPITAL MARKETS LIMITED, and/or its affiliates, a corporation incorporated under the Business Corporations Act (Ontario), with its business office situate at Suite 2210, The Exchange Tower, 130 King Street West, Toronto, Ontario M5X 1E4

(hereinafter referred to as the "Consultant")

WITNESSES THAT:

WHEREAS the Corporation engaged the Consultant to provide financial and corporate advisory services on the terms and conditions set forth in an agreement dated November 2, 2025 (the “Original Agreement”);

AND WHEREAS the Consultant agreed to provide financial and corporate advisory services as set forth in the Original Agreement;

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ADVISORY SERVICES AGREEMENT

THIS AGREEMENT effective as of January 1, 2026

BETWEEN:

DAVID D’ONOFRIO

(hereinafter referred to as the “Advisor”)

- and -

VERDERA ENERGY CORP.

(hereinafter referred to as the “Corporation”)

WHEREAS the Advisor has and continues to provide certain advisory services, including strategic, structuring and financial advice to the Corporation with respect to its Qualifying Transaction on the terms and conditions hereof and the Corporation wishes to retain the services of the Advisor on the terms hereof;

NOW THEREFORE for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Corporation and the Advisor hereby enter into this Agreement as follows:

Article 1 - DEFINITIONS

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT, dated as of March 17, 2025, is entered into by and between Verdera Energy Corp., a company existing under the laws of the Province of British Columbia (the “Company”) and enCore Energy Corp. (“enCore”).

WHEREAS, concurrently with the execution of this Agreement, the Company has entered into a Share Purchase Agreement (the “Purchase Agreement”) which, among other things, provides for (i) the creation of a new series of preferred shares of the Company, designated as the Class A Preferred Shares (the “Class A Preferred Shares”), (ii) the issuance and sale of the Class A Preferred Shares to enCore, and (iii) the potential conversion of the Class A Preferred Shares into common shares of the Company (the “Common Shares”);

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AGENCY AGREEMENT

February 12, 2026

Verdera Energy Corp.

Suite 1200-750 West Pender Street

Vancouver, BC V6C 2T8

Attention: Janet Lee-Sheriff, Chairman, CEO and Director

and to:

POCML 7 Inc.

130 King Street West, Suite 2210

Toronto, Ontario M5X 1E4

Attention: David D’Onofrio, Director

Dear Sirs / Mesdames:

Re:      Private Placement of Subscription Receipts

The undersigned, Haywood Securities Inc. (“Haywood”) and SCP Resource Finance LP (“SCP” and, together with Haywood, the “Lead Agents”), as co-lead agents, and Stifel Nicolaus Canada Inc. and Jett Capital Advisors, LLC (together with the Lead Agents, the “Agents”), understand that Verdera Energy Corp. (the “Company”) and POCML 7 Inc. (“POCML7”) propose to create, offer, issue and sell, by way of private placement, (i) up to 20,000,000 subscription receipts of the Company (the “Verdera Subscription Receipts”), and (ii) up to 20,000,000 subscription receipts of POCML 7 (the “POCML7 Subscription Receipts” and collectively with the Verdera Subscription Receipts, the “*

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April 4, 2025

VERDERA ENERGY CORP.

1200 – 750 West Pender Street

Vancouver, BC

V6C 2T8

Attention: Tim Gabruch, Chief Executive Officer

	Re:	Share Purchase Agreement dated March 17, 2025, among Verdera Energy Corp. (the “Purchaser”), Encore Energy Corp. (the “Vendor”), and NM Energy Holding Canada Corp. (the “Share Purchase Agreement”)

This side letter (“Side Letter”) between the Purchaser and the Vendor is entered into in connection with the Share Purchase Agreement. Capitalized terms used but not defined herein shall have the respective meanings ascribed thereto in the Share Purchase Agreement.

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