Browse EX-10 agreements

PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of _______, 2026 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Material Resource Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Lucid Capital Markets, LLC, a Delaware limited liability company (together with its designees, collectively the “Purchaser”).

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Confidential

EXHIBIT 10.47

BITGO

CUSTODIAL SERVICES AGREEMENT

This BitGo Custodial Services Agreement (this “Agreement”) is made as of the Effective Date by and between:

USBC, Inc.					(“CLIENT”)
a Nevada, USA					Corporation

and Custodian. This Agreement governs Client’s use of the Services (as defined below) provided or made available by Custodian to Client.

Definitions. Capitalized terms not defined elsewhere in this Agreement shall have the meaning set forth below:

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CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.

[***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

COINBASE PRIME BROKER AGREEMENT

General Terms and Conditions

1.    Introduction

1.1    This agreement dated as of (the “Effective Date”) (including, the Coinbase Custody Services Agreement attached hereto as Exhibit A (the “Custody Agreement”), the Coinbase Master Trading Agreement attached hereto as Exhibit B (the “MTA”), and all other exhibits, addenda, and supplements attached hereto or referenced herein, (collectively, the “Coinbase PBA”)), is entered into by and between Know Labs, Inc. (“Client”), and Coinbase, Inc. (“Coinbase”), for and on behalf of itself and on behalf of Coinbase Custody Trust Company, LLC (“Coinbase Custody”), and, if applicable, Coinbase Credit, Inc. (“Coinbase Credit,”) or Coinbase Custody International Ltd. ("CCI") and collectively with Coinbase and Coinbase Custody, the “Coinbase Entities”).

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CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.

[***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

PRIME BROKER AGREEMENT

This Prime Broker Agreement (together with all annexes, appendices, schedules, exhibits, terms and supplements attached hereto or referenced herein, collectively, the “Agreement”) is entered into by and between the Payward entities set forth in Exhibit A hereto (collectively, “Prime Broker”), and USBC, Inc. (“Client” or “you”), an institution organized and existing under the laws of Nevada, with its principal place of business at 300 E 2nd Street, 15th Floor, Reno, NV 89501, United States (together the “Parties,” and each individually, a “Party”), and shall be effective as of the date on which the last Party executes this Agreement (the “Effective Date”).

RECITALS

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FOURTH AMENDMENT

TO

AMESITE INC.

2018 EQUITY INCENTIVE PLAN

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THIS FOURTH AMENDMENT TO AMESITE INC. 2018 EQUITY INCENTIVE PLAN (this “Amendment”) of the Amesite Inc. 2018 Equity Incentive Plan (the “Plan”) is made as of July 13, 2026, by the Board of Amesite Inc., a Delaware corporation (the “Company”) pursuant to Section 6.2 of the Plan. All terms used but not defined herein shall have the meaning set forth in the Plan.

RECITALS

**WHEREAS, **the Board of Directors (the “Board”) may amend the Plan pursuant to Section 6.2 of the Plan, provided that no such action shall materially impair the rights of a Participant under any award without such Participant’s consent (the “Amendment Conditions”);

**WHEREAS, **this Amendment satisfies the Amendment Conditions; and

**WHEREAS, **this Amendment has been submitted to the holders of the outstanding stock of the Company (the “Stockholders”) and such Stockholders have approved the adoption of this Amendment.

AGREEMENT

**NOW, THEREFORE, **the Board hereby amends the Plan as follows:

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AMENDMENT

between

Sony Electronics Inc.,

acting through its Sony Semiconductor Solutions America Division

and

Knowles Corporation

THIS AMENDMENT(“Amendment”) is dated as of February 26, 2024 (the “Effective Date”) by and between Sony Electronics Inc., acting through its Sony Semiconductor Solutions America Division with a place of business located at 1730 N. First Street, San Jose, CA 95112 and Knowles Corporation and its Affiliates with a place of business located at 1151 Maplewood Drive, Itasca, IL 60143 (collectively, “Knowles”). The Affiliates of each Party are as defined in each of the AGREEMENTS specified below.

WHEREAS,Sony Electronics Inc. and Knowles (collectively, the “Parties” and individually a “Party”) previously entered into the following agreements:

(i)

Foundry Production Agreement dated January 1, 2012, which was subsequently amended by Amendment One effective November 24, 2015 (collectively, the “Foundry Production Agreement” or “FPA”); and

(ii)

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Portions of this exhibit, indicated by [***], have been omitted in accordance with Item 601(b)(10)(iv) of Regulation S-K. The omitted information is (i) not material and (ii) treated by the Registrant as private or confidential.

The Registrant undertakes to furnish a copy of all omitted information, schedules, and exhibits to the U.S. Securities and Exchange Commission upon its request.

AMENDMENT ONE TO

FOUNDRY PRODUCTION AGREEMENT

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