Browse EX-10 agreements

**INDEMNITY AGREEMENT **

**THIS INDEMNITY AGREEMENT **(this “Agreement”) is made as of [•], 2026, by and between BOA Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).

**RECITALS **

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, persons who serve the Company and its direct and indirect subsidiaries (collectively, the “Company Group”) to the fullest extent permitted by applicable law;

WHEREAS, this Agreement is a supplement to and in furtherance of the Amended and Restated Memorandum and Articles of Association (the “Charter”) of the Company and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder;

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1 ENERPAC TOOL GROUP SENIOR OFFICER SEVERANCE PLAN (Effective July 30, 2019, and as amended on January 29, 2020, July 24, 2025, and April 21, 2026) PURPOSE It is the Company’s policy to provide competitive severance benefits to its Senior Officers if the Company terminates their employment without Cause. ARTICLE I DEFINITIONS Capitalized terms and phrases used in this Plan shall have the meanings set forth in this Article I: “Administrator” means the Compensation Committee of the Board, unless the Company or the Compensation Committee designates another committee or an individual to serve as Administrator. “Adverse Benefit Determination” means any of the following: a denial, reduction, or termination of, or a failure to provide or make payment (in whole or in part) for, a benefit under this Plan. “Annual Incentive Amount” means the amount that would have been payable to the Senior Officer under any annual bonus plan of the Company at the conclusion of the fiscal year in which the Qualifying Termination Date occurs had the Senior Officer remained employed through the end of such fisca

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of March 6, 2026, between IIOT-OXYS, Inc., a Nevada corporation (the “Company”), and the purchaser identified on the signature page hereto (including its successors and assigns, the “Purchaser”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 promulgated thereunder, the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and the Purchaser agrees as follows:

ARTICLE I.

DEFINITIONS

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Executed Version

Certain identified information marked with “[***]” has been omitted from this document because it is both (i) not material and (ii) the type that the registrant treats as private or confidential.

AMENDMENT No. 9 TO LETTER AGREEMENT COM0270-15

This Amendment No. 9 COM0085-26 (the "Amendment No. 9") dated as of April 9, 2026, is between Embraer S.A. ("Embraer") a corporation existing under the laws of Brazil, with its principal place of business at Avenida Brigadeiro Faria Lima, 2170, prédio F-100, Putim, in the city of São José dos Campos, State of São Paulo, Brazil, and Aircastle Holding Corporation Limited ("Buyer"), a corporation existing under the laws of the Government of Bermuda, with address at Clarendon House, 2 Church Street, Hamilton HM 11 Bermuda, collectively referred to herein as the “Parties”, and constitutes an amendment and modification to Letter Agreement COM0271-15 dated June 12, 2015 as amended from time to time (the "Letter Agreement").

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Executed Version

Certain identified information marked with “[***]” has been omitted from this document because it is both (i) not material and (ii) the type that the registrant treats as private or confidential.

AMENDMENT No. 26 TO PURCHASE AGREEMENT COM0270-15

This Amendment No. 26, COM0084-26, dated as of April 9, 2026 is between Embraer S.A. ("Embraer") and AIRCASTLE HOLDING CORPORATION LIMITED(“Buyer”), collectively referred to herein as the “Parties”, and constitutes an amendment and modification to Purchase Agreement COM0270-15, dated June 12th, 2015, as amended from time to time (the "Purchase Agreement").

All capitalized terms not otherwise defined herein shall have the same meaning when used herein as provided in the Purchase Agreement and in case of any conflict between this Amendment No. 26 and the Purchase Agreement, this Amendment No. 26 shall control.

[***]

NOW, THEREFORE, for good and valuable consideration, which is hereby acknowledged by the Parties, Embraer and Buyer agree as follows:

1. [***].

2. [***].

3. [***].

4. [***].

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17 February 2026

Cadell Buss

Managing Director

Chilwa Minerals

Suite 3 / Level 1/17 Ord St,

West Perth WA 6005

Dear Cadell,

Proposal of Engagement for the Provision of services of a Chief Financial Officer

I refer to our recent discussions regarding the provision of the services of a Chief Financial Officer to your business, part time. This letter sets out the scope of the services that you have requested CFO Centre to provide, and the basis upon which we will provide those services.

	1.	Scope of Services

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executive SERVICEs AGREEMENT

CHILWA MINERALS LIMITED

and

CADELL BUSS

** **

File Ref: 210577

Doc Ref: 3462990

200 St Georges Terrace

Perth WA 6000

T / +61 (8) 9216 7100

allionpartners.com

Contents

1.	DEFINITIONS AND INTERPRETATION	1
1.1	Definitions	1
1.2	Interpretation	2
2.	EMPLOYMENT	3
2.1	Position	3
2.2	Start date and end date	3
2.3	Location	3
3.	DUTIES AND REPORTING STRUCTURE	3
3.1	Duties of your position	3
3.2	General duties	3
3.3	Reporting structure	4
3.4	Workplace Health and Safety	4
3.5	Policies and procedures	4

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EXECUTION VERSION

FOURTH AMENDMENT TO LOAN AND SERVICING AGREEMENT (this “Amendment”), dated as of July 2, 2026 (the “Amendment Date”), among Overland Financing MS, LLC, a Delaware limited liability company, as the borrower (the “Borrower”), Overland Advantage, a Delaware statutory trust, as the servicer (the “Servicer”), Morgan Stanley Bank, N.A., as lender (the “Lender”), and Morgan Stanley Senior Funding, Inc., as administrative agent (in such capacity, together with its successors and permitted assigns in such capacity, the “Administrative Agent”).

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EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (this “Agreement”), dated as of July 9, 2026 (the “Effective Date”), is entered into by and between Nixxy, Inc., a Nevada corporation (the “Company”), and David Kratochvil (the “Employee”).

RECITALS

WHEREAS, Company wishes to employ Employee as its Chief Executive Officer and President;

WHEREAS, Employee represents that Employee possesses the necessary skills to perform; the duties of this position and that Employee has no obligation to any other person or entity which would prevent, limit or interfere with Employee’s ability to do so; and

WHEREAS, Employee and Company desire to enter into a formal Executive Employment Agreement to assure the harmonious performance of the affairs of Company.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

AGREEMENT

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Exhibit 10.1

FORM OF INDEMNIFICATION AGREEMENT

This Indemnification Agreement (“Agreement”), dated as of [•], 2026, is by and between Sui Group Holdings Limited, a Minnesota corporation (the “Company”) and [NAME OF DIRECTOR/OFFICER] (“Indemnitee”).

WHEREAS, [Indemnitee is [a director/an officer] of the Company]/[the Company expects Indemnitee to join the Company as [a director/an officer]];

WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of public companies;

WHEREAS, the board of directors of the Company (the “Board”) has determined that enhancing the ability of the Company to retain and attract as directors and officers the most capable persons is in the best interests of the Company and that the Company therefore should seek to assure such persons that indemnification and insurance coverage is available; and

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Exhibit 10.1

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NOTE EXCHANGE AGREEMENT

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THIS EXCHANGE AGREEMENT (this “Agreement”) is made as of July 6, 2026, by and between Newton Golf Company, Inc., a Delaware corporation (the “Company”), and the holder identified on the signature page hereto (the “Holder”).

RECITALS

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WHEREAS, the Company previously issued to the Holder that certain Convertible Promissory Note, dated [●], 2026, in the original principal amount set forth on the signature page hereto (the “Existing Note”), pursuant to that certain Securities Purchase Agreement, dated as of [●], 2026, by and among the Company and the purchasers party thereto (the “Original Purchase Agreement”);

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REGISTRATION RIGHTS AGREEMENT

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This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 6, 2026, between Newton Golf Company, Inc., a Delaware corporation (the “Company”), and the holder of Series A Preferred Stock signatory hereto (the “Holder”).

This Agreement is made pursuant to the Exchange Agreement or Subscription Agreement, dated as of July 6, 2026, between the Company and the Holder (the “Preferred Agreement”).

The Company and the Holder hereby agree as follows:

1. Definitions.

Capitalized terms used and not otherwise defined herein that are defined in the Preferred Agreement shall have the meanings given such terms in the Preferred Agreement. As used in this Agreement, the following terms shall have the following meanings:

“Advice” shall have the meaning set forth in Section 6(c).

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