Form 8-K

8-K — Z Squared Inc.

Accession: 0001683168-26-003426

Filed: 2026-05-01

Period: 2026-04-27

CIK: 0001759186

SIC: 6199 (FINANCE SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — zsquared_8k.htm (Primary)

EX-10.1 — BINDING LETTER OF INTENT (zsquared_ex1001.htm)

EX-10.2 — SECOND AMENDMENT TO CONSULTING AGREEMENT (zsquared_ex1002.htm)

EX-10.3 — CORPORATE SERVICES AGREEMENT (zsquared_ex1003.htm)

EX-10.4 — INVESTOR RELATIONS CONSULTING AGREEMENT, DATED DECEMBER 8, 2025 (zsquared_ex1004.htm)

EX-10.5 — MARKETING SERVICES AGREEMENT (zsquared_ex1005.htm)

EX-10.6 — AMENDED AND RESTATED EMPLOYMENT AGREEMENT - HALABU (zsquared_ex1006.htm)

EX-10.7 — AMENDED AND RESTATED EMPLOYMENT AGREEMENT - COGLEY (zsquared_ex1007.htm)

EX-10.8 — EXECUTIVE EMPLOYMENT AGREEMENT - SCHADEL (zsquared_ex1008.htm)

EX-10.9 — FORM OF INDEPENDENT DIRECTOR AGREEMENT (zsquared_ex1009.htm)

EX-10.10 — Z SQUARED INC. NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM. (zsquared_ex1010.htm)

EX-10.12 — FORM OF STOCK OPTION AWARD AGREEMENT (zsquared_ex1012.htm)

EX-10.13 — FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT (zsquared_ex1013.htm)

EX-10.14 — FORM OF RESTRICTED STOCK AWARD AGREEMENT (zsquared_ex1014.htm)

EX-99.1 — SKYCORE PRESS RELEASE (zsquared_ex9901.htm)

EX-99.2 — EXECUTIVE APPOINTMENTS PRESSA RELEASE (zsquared_ex9902.htm)

EX-99.3 — CLOSING OF MERGER PRESS RELEASE (zsquared_ex9903.htm)

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XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: zsquared_8k.htm · Sequence: 1

COEPTIS THERAPEUTICS HOLDINGS, INC. 8-K

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0001759186

2026-04-27

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UNITED STATES

SECURITIES AND EXCHANGE

COMMISSION

Washington, D.C. 20549

_____________________

FORM 8-K

_____________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported):

April 27, 2026

_____________________

Squared Inc.

(Exact name of registrant as specified in its

charter)

Delaware

001-39669

98-1465952

(State or other jurisdiction of

incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

550

South Andrews Ave., Suite

#700

Fort

Lauderdale, Florida

33301

(Address of principal executive offices)

(Zip Code)

954-400-9994

(Registrant’s telephone number,

including area code)

Coeptis Therapeutics Holdings, Inc.

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of

each class

Trading Symbol(s)

Name

of each exchange on which registered

Common Stock, par value $0.0001 per share

ZSQR

Nasdaq

Global Market

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

Binding Letter of Intent – Acquisition

of Skycore Digital LLC

On April 28, 2026, Z Squared Inc. (the “Company”)

entered into a Binding Letter of Intent (the “LOI”) with MN Data Centers JV LLC, a Delaware limited liability company holding

80% of the membership interests of Skycore Digital LLC, a North Carolina limited liability company (“Skycore”), and Claw Holdings,

LLC, a North Carolina limited liability company holding the remaining 20% of such membership interests (collectively, the “Sellers”),

pursuant to which the Company has agreed to acquire 100% of the issued and outstanding membership interests of Skycore (the “Skycore

Acquisition”).

Under the LOI, at the closing of the Skycore Acquisition,

the Company will issue to the Sellers, pro rata, shares of a newly designated Series B Convertible Preferred Stock of the Company (the

“Series B Preferred”) having an aggregate initial liquidation preference of $18,000,000, plus, if the Sellers cause Skycore

to secure up to 18 megawatts of additional power capacity prior to closing, additional shares of Series B Preferred having an aggregate

initial liquidation preference of up to $4,000,000 (scaled pro rata based on additional megawatts secured). The aggregate initial liquidation

preference of all Series B Preferred issued as consideration will not exceed $22,000,000. The consideration is also subject to a customary

working capital adjustment to be set forth in the definitive purchase agreement.

The terms of the Series B Preferred will be set

forth in a Certificate of Designation to be filed with the Secretary of State of the State of Delaware at or prior to the closing of the

Skycore Acquisition, and will include, among other things: (i) a stated value of $1,000 per share; (ii) a 1.0x non-participating liquidation

preference, senior to the Common Stock and to all existing and future series of preferred stock; (iii) at the Company’s election

on each quarterly payment date, cash dividends at 8.0% per annum or pay-in-kind dividends at 10.0% per annum (compounded quarterly), with

mandatory cash dividend payments commencing after eight consecutive quarters of pay-in-kind elections; (iv) a conversion price equal to

110% of the 20-day volume-weighted average price of the Common Stock as of the date of the LOI, subject to customary adjustments; (v)

optional conversion at the holder’s election and forced conversion if the closing sale price of the Common Stock equals or exceeds

200% of the conversion price for any 20 consecutive trading days; (vi) an annual holder put right beginning on the second anniversary

of closing, subject to a 20% annual cap; (vii) mandatory redemption on the seventh anniversary of closing; (viii) voting on an as-converted

basis with the Common Stock, subject to Nasdaq Listing Rule 5640; (ix) class consent rights over specified actions; and (x) registration

rights pursuant to a registration rights agreement to be entered into at closing.

The LOI also contains binding provisions relating

to, among other things, exclusivity for a 90-day period, confidentiality, public disclosure, due diligence, termination (including a drop-dead

date of June 30, 2026), and a $500,000 break-up fee payable by the Company in specified circumstances. The closing of the Skycore Acquisition

is subject to the negotiation, execution, and delivery of definitive transaction documentation and the satisfaction of customary closing

conditions.

The foregoing description of the LOI is qualified

in its entirety by reference to the full text of the LOI, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K

and is incorporated herein by reference.

Group 10 Holdings LLC Consulting Agreement

Amendment

On April 27, 2026, the Company entered into an

amendment (the “Group 10 Amendment”) to its consulting agreement with Group 10 Holdings LLC (“Group 10”), pursuant

to which, among other things, the Company agreed to issue 200,000 shares of Common Stock (the “Wasserman Shares”) to Adam

K. Wasserman, the principal of Group 10. The issuance of the Wasserman Shares is also reported under Item 3.02 of this Current Report

on Form 8-K. The foregoing description is qualified in its entirety by reference to the Group 10 Amendment, a copy of which is filed as

Exhibit 10.2 hereto and is incorporated herein by reference.

Moneta Advisory Partners, LLC Corporate

Services Agreement

On January 23, 2026, the Company entered into

a Corporate Services Agreement (the “MAP Agreement”) with Moneta Advisory Partners, LLC (“MAP”), pursuant to which

MAP agreed to provide investor relations, content, media, and advisory services to the Company for a one-year term. As compensation for

the services, the Company agreed to issue to MAP up to an aggregate of 566,000 shares of Common Stock (the “MAP Shares”),

consisting of 11,000 shares issuable upon signing, up to 415,000 target shares issuable upon achievement of specified performance milestones,

and up to 140,000 bonus pool shares issuable upon achievement of additional milestones, in each case as set forth in the Milestone-Based

Equity Award Schedule attached to the MAP Agreement and subject to written verification and certification by the Compensation Committee

of the Board of Directors (the “Board”) of achievement of each applicable milestone. The MAP Shares are subject to the leak-out

and lock-up provisions set forth in the Company’s Registration Statement on Form S-4 (File No. 333-288329) and applicable securities

laws. The issuance of the MAP Shares is also reported under Item 3.02 below. The foregoing description is qualified in its entirety by

reference to the MAP Agreement, a copy of which (together with the related Milestone-Based Equity Award Schedule) is filed as Exhibit

10.3 hereto and is incorporated herein by reference.

MZHCI, LLC Investor Relations Consulting

Agreement

Effective as of December 8, 2025, the Company

entered into an Investor Relations Consulting Agreement (the “MZHCI Agreement”) with MZHCI, LLC, an MZ Group company (“MZHCI”),

pursuant to which MZHCI agreed to provide investor relations consulting services to the Company, including investor outreach, financial

media coordination, IR website design and hosting, and related services. As compensation for the services, the Company agreed to (i) pay

MZHCI a monthly cash fee, (ii) issue to MZHCI shares of restricted Common Stock having an aggregate value of $100,000, valued at the closing

price of the Common Stock on April 24, 2026 (the “MZHCI Initial Shares”), within 60 days following the signing of the MZHCI

Agreement, and (iii) pay one-time performance-based bonuses upon the achievement of specified average daily dollar volume thresholds,

the introduction of new institutional shareholders, the introduction of non-paid sell-side analyst research coverage, and the securing

of dedicated Tier-1 financial media coverage, payable in cash or restricted Common Stock at the Company’s discretion. The MZHCI

Initial Shares and any bonus shares issued under the MZHCI Agreement are restricted securities subject to the leak-out and lock-up provisions

set forth in the Company’s Registration Statement on Form S-4 (File No. 333-288329). The MZHCI Agreement has an initial term of

four months and renews automatically for successive four-month terms unless terminated by either party. The issuance of the MZHCI Initial

Shares is also reported under Item 3.02 below. The foregoing description is qualified in its entirety by reference to the MZHCI Agreement,

a copy of which is filed as Exhibit 10.4 hereto and is incorporated herein by reference.

Retail Sparks Marketing Services Agreement

On February 24, 2026, the Company entered into

a Marketing Services Agreement (the “Retail Sparks Agreement”) with Fulcrum New Amsterdam LLC (d/b/a Retail Sparks) (“Retail

Sparks”), pursuant to which Retail Sparks agreed to provide retail investor marketing and outreach services to the Company for a

three-month term. As compensation for the services, the Company agreed to (i) pay Retail Sparks a monthly cash retainer, and (ii) issue

to Retail Sparks that number of shares of Common Stock equal in value to $75,000, valued at the closing price of the Common Stock on April

24, 2026 (the “Retail Sparks Shares”). The Retail Sparks Shares are restricted securities subject to the leak-out and lock-up

provisions set forth in the Company’s Registration Statement on Form S-4 (File No. 333-288329). The issuance of the Retail Sparks

Shares is also reported under Item 3.02 below. The foregoing description is qualified in its entirety by reference to the Retail Sparks

Agreement, a copy of which is filed as Exhibit 10.5 hereto and is incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

In connection with the matters described under

Item 1.01 of this Current Report on Form 8-K, the Company issued or has agreed to issue the following shares of Common Stock in transactions

exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”):

• Wasserman Shares. On April 27, 2026, the Company agreed to issue 200,000 shares of Common Stock to Adam

K. Wasserman pursuant to the Group 10 Amendment, as more fully described under Item 1.01 above.

• MAP Shares. Pursuant to the MAP Agreement, the Company has agreed to issue to MAP up to an aggregate of

566,000 shares of Common Stock, consisting of 11,000 shares issuable upon signing, up to 415,000 target shares issuable upon achievement

of specified performance milestones, and up to 140,000 bonus pool shares issuable upon achievement of additional milestones, as more fully

described under Item 1.01 above.

• MZHCI Initial Shares. Pursuant to the MZHCI Agreement, the Company has agreed to issue to MZHCI shares

of restricted Common Stock having an aggregate value of $100,000, valued at the closing price of the Common Stock on December 8, 2025,

as more fully described under Item 1.01 above. Any future bonus shares issuable to MZHCI under the MZHCI Agreement upon the achievement

of specified milestones will be reported as and when issued.

• Retail Sparks Shares. Pursuant to the Retail Sparks Agreement, the Company has agreed to issue to Retail

Sparks that number of shares of Common Stock equal in value to $75,000, valued at the closing price of the Common Stock on April 24, 2026,

as more fully described under Item 1.01 above.

The Company issued, or has agreed to issue, the

foregoing shares of Common Stock (collectively, the “Issued Shares”) in reliance upon the exemption from registration provided

by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder, based on, among other things: (i) the

absence of any general solicitation or general advertising in connection with each issuance; (ii) the sophistication of, and access to

information regarding the Company afforded to, each recipient (and, in the case of MAP, MZHCI, and Retail Sparks, the recipient’s

status as an accredited investor); and (iii) the placement of customary restrictive legends on the certificates or book-entry positions

evidencing the Issued Shares. The Issued Shares have not been registered under the Securities Act and may not be offered or sold in the

United States absent registration under, or an applicable exemption from, the registration requirements of the Securities Act.

Item 5.02. Departure of Directors or Certain Officers; Election

of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Resignation of Directors and Officers

Effective as of the effective time of the previously

announced merger of CP Merger Sub, Inc., a wholly-owned subsidiary of the Company, with and into Z Squared Opco, Inc. (formerly Z Squared,

Inc.) (the “Merger”) on April 27, 2026, each of the directors and officers of the Company serving immediately prior to the

effective time of the Merger resigned from his or her respective positions with the Company. None of the resignations resulted from any

disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

On April 27, 2026, the Board appointed each of

the following individuals to serve in the office set forth opposite his or her name, in each case to hold office at the pleasure of the

Board (subject to the terms of any applicable employment or service agreement):

• David Halabu — Co-Chief Executive Officer (principal executive officer);

• Michelle Burke — Co-Chief Executive Officer (principal executive officer);

• Brian Cogley — Chief Financial Officer (principal financial officer); and

• Elissa Stall — Corporate Secretary.

In addition, on April 27, 2026, the Board appointed

Ryan Schadel to serve as Chief Marketing Officer of the Company. Mr. Schadel has been designated as an “officer” of the Company

for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as an “executive

officer” of the Company for purposes of Rule 3b-7 thereunder.

Biographical and other information regarding each

of the foregoing officers required by Item 5.02(c) of Form 8-K is set forth below:

David Halabu, Age 49, Co-Chief Executive Officer. Mr. Halabu

has served as Co-Chief Executive Officer and a director of the Company since April 2026. He previously served as Chief Executive Officer

and a director of Z Squared Opco, Inc. (formerly Z Squared, Inc., the Company’s wholly-owned subsidiary) from June 2024 to April 2026.

Since 2013, Mr. Halabu has served as a co-founder and principal of Group 10 Capital Management LLC, an investment firm focused on non-performing

real estate debt, private lending, commercial value-add real estate, and residential rentals. Since late 2021, Mr. Halabu has also been

involved with Broadstreet Inc. in capital markets and business strategy roles. During the past five years, Mr. Halabu has owned and operated

a remediation and construction company in South Florida and has been an active investor in residential and commercial real estate projects

in Florida, Michigan, and the Carolinas. Mr. Halabu holds a B.S. in Economics, with a minor in Mathematics, from Tulane University.

Michelle Burke, Age 40, Co-Chief Executive Officer. Ms. Burke

has served as Co-Chief Executive Officer and a director of the Company since April 2026. She previously served as Chief Operating Officer

of Z Squared Opco, Inc. (formerly Z Squared, Inc., the Company’s wholly-owned subsidiary) from June 2025 to April 2026. From July 2024

to April 2026, Ms. Burke served as Chief Executive Officer of Minting Dome, a digital asset mining and infrastructure operator, having

initially joined Minting Dome as Chief Operating Officer in October 2022. From May 2021 to July 2022, Ms. Burke served as Chief Operating

Officer of Wattum Management. From June 2017 to May 2021, Ms. Burke founded and operated Lab Testing API, a health technology platform

connecting testing locations and medical professionals, and concurrently served as Chief Operating Officer of Personalabs. Ms. Burke holds

a bachelor’s degree in E-Business Management from Newport University.

Brian Cogley, Age 39, Chief Financial Officer. Mr. Cogley has

served as Chief Financial Officer of the Company since May 2023, having served in such capacity with Coeptis Therapeutics Holdings, Inc.

(the Company’s predecessor) prior to the Merger. From February 2022 to May 2023, Mr. Cogley served as Senior Manager, Accounting Advisory

at CFGI, LLC, where he advised pharmaceutical and financial services clients on technical accounting implementations, interim controller

and SEC reporting matters, and segment reporting and carve-out engagements. From 2017 to February 2022, Mr. Cogley served as Vice President

of Finance and Accounting at NexTier Bank, where he led the bank’s accounting and finance operations, including general ledger, financial

planning and analysis, internal and external financial reporting, and human resources. Mr. Cogley holds a B.A. with a concentration in

accounting, and a Master of Business Administration with a concentration in finance, each from Duquesne University.

Ryan Schadel, Age 48, Chief Marketing Officer. Mr. Schadel has

served as Chief Marketing Officer of the Company since April 2026. Since September 2021, Mr. Schadel has also served as Chief Executive

Officer of Metavesco Inc. (OTC: MVCO), a digital platform developer for companies listed on the OTC Markets. From May 2011 to February

2021, Mr. Schadel served as Chief Executive Officer of Labor Smart Inc. (OTC: LTNC), then a nationwide staffing agency. Mr. Schadel attended

Kennesaw State University from 1995 to 1996, where he studied business and finance.

(d) Election of Directors

Effective as of the effective time of the Merger

on April 27, 2026, the Board increased its size and elected each of David Halabu, Michelle Burke, Adam Sohn, Bryan Fuerst, and Kenneth

Cooper to serve as a director of the Company, in each case to hold office until the next annual meeting of stockholders and until his

or her successor is duly elected and qualified, or until his or her earlier death, resignation, or removal.

The Board affirmatively determined that each of

Adam Sohn, Bryan Fuerst, and Kenneth Cooper qualifies as an “independent director” under Nasdaq Rule 5605(a)(2), and (i) with

respect to each member of the Audit Committee, satisfies the additional independence requirements of Rule 10A-3 under the Exchange Act

and Nasdaq Rule 5605(c)(2), and (ii) with respect to each member of the Compensation Committee, satisfies the additional independence

requirements of Rule 10C-1 under the Exchange Act and Nasdaq Rule 5605(d)(2). The Board further determined that Bryan Fuerst qualifies

as an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K and is “financially sophisticated”

for purposes of Nasdaq Rule 5605(c)(2)(A).

The Board appointed the directors to the standing

committees of the Board as follows:

• Audit Committee: Bryan Fuerst (Chair), Adam Sohn, and Kenneth Cooper;

• Compensation Committee: Adam Sohn (Chair), Bryan Fuerst, and Kenneth Cooper; and

• Nominating and Corporate Governance Committee: Kenneth Cooper (Chair), Adam Sohn, and Bryan Fuerst.

Biographical information regarding each of Adam

Sohn, Bryan Fuerst, and Kenneth Cooper required by Item 5.02(d) of Form 8-K is set forth below:

Adam Sohn, Age 57. Mr. Sohn has served as Chief Executive Officer

of Narravance Inc., a cyber-social threat identification technology company supporting the threat intelligence and financial services

sectors, since September 2022. From February 2020 to September 2022, Mr. Sohn served as Chief Executive Officer of the Network Contagion

Research Institute, a non-profit organization that identifies and forecasts emerging threats to the economic, physical, and social health

of civil society. From April 2019 to February 2020, Mr. Sohn served as Chief Growth Officer of the Society for Human Resource Management.

Mr. Sohn previously served as Director of Communications for the cabinet of former Florida governor Jeb Bush. Mr. Sohn holds a bachelor’s

degree in international affairs from Columbia University. The Board believes Mr. Sohn is qualified to serve as a director due to his experience

identifying and addressing emerging social and technological trends.

Bryan Fuerst, Age 52. Mr. Fuerst has served as Chief Financial

Officer of Alliance Health Systems since September 2024, where he oversees the organization’s accounting, audit, treasury, corporate finance,

budgeting, and investor relations functions and serves as a member of the Executive Committee. From July 2001 to August 2024, Mr. Fuerst

served in various capacities at Propel Health, a privately held healthcare marketing firm of which he was a founding member, including

as Chief Financial Officer, Vice President of Integrations, Senior Vice President of Finance, and Chair of the Investment and Audit Committees.

Mr. Fuerst began his career at Cantor Fitzgerald, where he ultimately served as Vice President of the Partnership Investing Group and

Global Controller. Mr. Fuerst holds a Bachelor of Science in Accounting from LIU Post and an M.B.A. from New York University’s Stern School

of Business. The Board believes Mr. Fuerst is qualified to serve as a director due to his extensive financial, accounting, and executive

leadership experience across the healthcare and financial services industries.

Kenneth Cooper, Age 53. Mr. Cooper has served as Founder and

Chief Executive Officer of Pur Health Holdings, a behavioral healthcare company, since January 2023. From October 2007 to August 2021,

Mr. Cooper served as Chief Executive Officer of North American Dental Group, a dental support organization of which he was a founding

member. Mr. Cooper attended Youngstown State University. The Board believes Mr. Cooper is qualified to serve as a director due to his

experience as a founder and chief executive officer of multiple healthcare organizations and his expertise in scaling private equity-backed

enterprises.

There are no arrangements or understandings between

any of the new directors and any other person pursuant to which such director was elected, other than as contemplated by the Agreement

and Plan of Merger and Reorganization, dated as of April 25, 2025, by and among the Company, CP Merger Sub, Inc., and Z Squared Opco,

Inc. There are no transactions between the Company and any of the new directors required to be disclosed under Item 404(a) of Regulation

S-K.

Each of Mr. Sohn, Mr. Fuerst, and Mr. Cooper is

a party to an Independent Director Agreement with the Company, dated as of June 4, 2025 (each, a “Director Agreement”). In

connection with their election to the Board, the Company has adopted a Non-Employee Director Compensation Program (the “NED Program”),

which provides each non-employee director with (i) an annual cash retainer of $24,000 (plus an additional $10,000 for the Chair of the

Audit Committee), (ii) an initial restricted stock unit (“RSU”) grant having an aggregate grant-date fair value of $150,000,

vesting in 36 equal monthly installments commencing on the grant date (the “Initial RSU Grant”), and (iii) an annual RSU grant

having an aggregate grant-date fair value of $36,000 ($50,000 for the Chair of the Audit Committee), vesting in four equal quarterly installments

commencing on the first anniversary of the applicable director’s appointment. Pursuant to each Director Agreement and the NED Program,

each of Mr. Sohn, Mr. Fuerst, and Mr. Cooper received an Initial RSU Grant on April 27, 2026.

The foregoing descriptions of the Director Agreements

and the NED Program are qualified in their entirety by reference to the full text of each such Director Agreement and the NED Program,

copies of which are filed as Exhibits 10.9 and 10.10, respectively, to this Current Report on Form 8-K and are incorporated herein by

reference.

(e) Compensatory Arrangements with Certain

Officers

In connection with the Merger and the appointments

described under Item 5.02(c) above, on April 27, 2026, the Company entered into the executive employment agreements and equity awards

described below.

Halabu A&R Agreement.

The Company entered into an Amended and Restated

Executive Employment Agreement (the “Halabu A&R Agreement”) with Mr. Halabu, which amends, restates, and supersedes in

its entirety his Executive Employment Agreement, dated as of March 18, 2025 (the “Halabu Prior Agreement”). The Halabu A&R

Agreement provides for Mr. Halabu’s continued service as Co-Chief Executive Officer of the Company on the terms set forth therein.

Pursuant to Section 3(d) of the Halabu A&R Agreement, the Company granted to Mr. Halabu, on April 27, 2026, an option to purchase

500,000 shares of Common Stock at an exercise price equal to the fair market value of the Common Stock on April 27, 2026 (the “Halabu

Appreciation Options”). The Halabu Appreciation Options vest in full upon the date on which the fair market value of the Common

Stock has increased by 50% above its fair market value on April 27, 2026, as determined by the Board in its reasonable discretion, and

remain exercisable for ten years from the grant date, subject to earlier termination in accordance with the Z Squared Inc. 2025 Incentive

Compensation Plan (the “2025 Plan”) and the applicable award agreement. The Board acknowledged that the Halabu Appreciation

Options represent the option grant originally contemplated by Section 3(d) of the Halabu Prior Agreement and not previously made.

Cogley A&R Agreement.

The Company entered into an Amended and Restated

Executive Employment Agreement (the “Cogley A&R Agreement”) with Mr. Cogley, which amends, restates, and supersedes in

its entirety his Executive Employment Agreement, dated as of June 11, 2025, as amended by the First Amendment thereto, dated as of April

3, 2026 (which First Amendment increased Mr. Cogley’s annual base salary from $200,000 to $250,000, effective as of January 1, 2026).

The Cogley A&R Agreement provides for Mr. Cogley’s continued service as Chief Financial Officer of the Company on the terms

set forth therein. Pursuant to Section 3(c) of the Cogley A&R Agreement, the Company granted to Mr. Cogley, on April 27, 2026, an

option to purchase 100,000 shares of Common Stock at an exercise price equal to the fair market value of the Common Stock on April 27,

2026 (the “Cogley Appreciation Options”), with vesting and term provisions substantially similar to those of the Halabu Appreciation

Options described above. In addition, pursuant to Section 3(b) of the Cogley A&R Agreement, the Company granted to Mr. Cogley, on

April 27, 2026, an annual bonus award of RSUs (the “Cogley Annual Bonus RSUs”) having an aggregate grant-date fair market

value equal to $250,000, with the number of Cogley Annual Bonus RSUs determined by dividing $250,000 by the closing price per share of

the Common Stock on the Nasdaq Global Market on April 27, 2026 (rounded down to the nearest whole share). The Cogley Annual Bonus RSUs

vest in equal quarterly installments over the one-year period commencing on April 27, 2026, subject to Mr. Cogley’s continued employment

with the Company on each applicable vesting date.

Schadel Agreement.

The Company entered into an Executive Employment

Agreement (the “Schadel Agreement”) with Mr. Schadel, which provides for Mr. Schadel’s service as Chief Marketing Officer

of the Company at an initial annual base salary of $180,000 on the terms set forth therein. Pursuant to Section 3(c) of the Schadel Agreement,

the Company granted to Mr. Schadel, on April 27, 2026, an option to purchase 100,000 shares of Common Stock at an exercise price equal

to the fair market value of the Common Stock on April 27, 2026 (the “Schadel Appreciation Options”), with vesting and term

provisions substantially similar to those of the Halabu Appreciation Options. In addition, pursuant to Section 3(b) of the Schadel Agreement,

the Company granted to Mr. Schadel, on April 27, 2026, an annual bonus award of RSUs (the “Schadel Annual Bonus RSUs”) having

an aggregate grant-date fair market value of $150,000, with the number of Schadel Annual Bonus RSUs determined by dividing $150,000 by

the closing price per share of the Common Stock on the Nasdaq Global Market on April 27, 2026 (rounded down to the nearest whole share).

The Schadel Annual Bonus RSUs vest in equal quarterly installments over the one-year period commencing on April 27, 2026, subject to Mr.

Schadel’s continued employment with the Company on each applicable vesting date.

2025 Incentive Compensation Plan.

The 2025 Plan was approved by the stockholders

of the Company at the special meeting of stockholders held on January 30, 2026, and became effective as of the effective time of the Merger

on April 27, 2026. The 2025 Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock

units, performance shares, performance stock units, deferred stock awards, dividend equivalents, performance bonus awards, and other stock-based

awards to employees, directors, non-employee directors, and consultants of the Company and its affiliates and subsidiaries. The 2025 Plan

is administered by the Compensation Committee of the Board. The aggregate number of shares of Common Stock that may be issued or transferred

pursuant to awards under the 2025 Plan may not exceed 15% of the number of shares of Common Stock issued and outstanding from time to

time; the maximum number of shares deliverable upon exercise of incentive stock options is 300,000, subject to adjustment as provided

in the 2025 Plan.

In connection with the adoption of the 2025 Plan,

the Board approved forms of Stock Option Award Agreement, Restricted Stock Unit Award Agreement, and Restricted Stock Award Agreement

to be used in connection with awards granted under the 2025 Plan.

The foregoing descriptions of the Halabu A&R

Agreement, the Cogley A&R Agreement, the Schadel Agreement, the 2025 Plan, and the related forms of award agreements do not purport

to be complete and are qualified in their entirety by reference to the full text of each such document, copies of which are filed as Exhibits

10.6, 10.7, 10.8, 10.11, 10.12, 10.13, and 10.14, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On April 24, 2026, the Company issued a press release announcing the

closing of the Merger and the listing of the Common Stock on the Nasdaq Global Market under the trading symbol “ZSQR.” A copy

of that press release is furnished as Exhibit 99.3 to this Current Report on Form 8-K.

On April 28, 2026, the Company issued a press release announcing the

executive leadership appointments described under Item 5.02 of this Current Report on Form 8-K. A copy of that press release is furnished

as Exhibit 99.2 hereto.

On April 29, 2026, the Company issued a press release announcing the

entry into the Skycore LOI described under Item 1.01 of this Current Report on Form 8-K. A copy of that press release is furnished as

Exhibit 99.1 hereto.

The information contained in this Item 7.01, including Exhibits 99.1,

99.2, and 99.3, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section

18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into

any filing of the Company under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 8.01. Other Events.

On April 27, 2026, the Board established a Board

of Advisors of the Company and approved a form of Board of Advisors Agreement to be entered into between the Company and each member of

the Board of Advisors. The Board of Advisors will provide non-binding strategic advice to the Board and management of the Company. Members

of the Board of Advisors will not be directors of the Company and will not have any voting rights with respect to matters considered by

the Board.

Pursuant to Exhibit A of the MAP Agreement (described

under Item 1.01 above), the Board approved each of Pete Najarian or Jon Najarian (as designated by MAP) and Marc X. LoPresti to serve

as a member of the Board of Advisors for a one-year term. The Chief Executive Officer of the Company is authorized to identify and appoint

additional members of the Board of Advisors from time to time, in each case subject to the execution and delivery of a Board of Advisors

Agreement.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

10.1

Binding Letter of Intent, dated April 28, 2026, by and among Z Squared Inc., MN Data Centers JV LLC, and Claw Holdings, LLC.

10.2

Second Amendment to Consulting Agreement, dated April 27, 2026, by and

between Z Squared Inc. and Group 10 Holdings LLC.

10.3

Corporate Services Agreement, dated as of January 23, 2026, by and between Z Squared Inc. and Moneta Advisory Partners, LLC (including the Milestone-Based Equity Award Schedule attached as Exhibit B thereto).

10.4#

Investor Relations Consulting Agreement, dated December 8, 2025, by and between Z Squared Inc. and MZHCI, LLC.

10.5#

Marketing Services Agreement, dated February 24, 2026, by and between Z Squared Inc. and Fulcrum New Amsterdam LLC (d/b/a Retail Sparks).

10.6†

Amended and Restated Executive Employment Agreement, dated as of April 27, 2026, by and between Z Squared Inc. and David Halabu.

10.7†

Amended and Restated Executive Employment Agreement, dated as of April 27, 2026, by and between Z Squared Inc. and Brian Cogley.

10.8†

Executive Employment Agreement, dated as of April 27, 2026, by and between Z Squared Inc. and Ryan Schadel.

10.9†

Form of Independent Director Agreement.

10.10†

Z Squared Inc. Non-Employee Director Compensation Program.

10.11†

Z Squared Inc. 2025 Incentive Compensation Plan (incorporated by reference to Annex C to the Company’s Registration Statement on Form S-4 (File No. 333-288329)).

10.12†

Form of Stock Option Award Agreement under the Z Squared Inc. 2025 Incentive Compensation Plan.

10.13†

Form of Restricted Stock Unit Award Agreement under the Z Squared Inc. 2025 Incentive Compensation Plan.

10.14†

Form of Restricted Stock Award Agreement under the Z Squared Inc. 2025 Incentive Compensation Plan.

99.1

Press Release issued by Z Squared Inc. on April 29, 2026 (Skycore).

99.2

Press Release issued by Z Squared Inc. on April 28, 2026 (Executive Appointments).

99.3

Press Release issued by Z Squared Inc. on April 24, 2026 (Closing of Merger) (furnished, not filed).

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

† Indicates management contract

or compensatory plan, contract, or arrangement.

# Certain information contained in this exhibit,

marked by brackets or asterisks, has been omitted because it is both (i) not material and (ii) is the type that the registrant treats

as private or confidential. The registrant hereby agrees to furnish supplementally an unredacted copy of the exhibit to the Securities

and Exchange Commission upon its request.

SIGNATURE

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Date: May 1, 2026

Z SQUARED INC.

By: /s/ David Halabu

Name: David Halabu

Title: Co-Chief Executive Officer

EX-10.1 — BINDING LETTER OF INTENT

EX-10.1

Filename: zsquared_ex1001.htm · Sequence: 2

Exhibit 10.1

BINDING LETTER OF INTENT

Acquisition of Skycore Digital LLC

by Z Squared Inc.

April 28, 2026

MN Data Centers JV LLC, 4 Peddlers Row, Unit #93, Newark,

DE 19702 (Attn: Igor Soshkin)

Claw Holdings, LLC, 238 Thunder Road, Rutherfordton, NC

28139 (Attn: Charlie D. Brooks II)

Re:Acquisition of the Membership Interests of Skycore

Digital LLC

Ladies and Gentlemen:

This Binding Letter of Intent (this

“LOI”) sets forth the mutually agreed principal terms and conditions upon which Z Squared Inc., a Delaware corporation

(Nasdaq: ZSQR) (the “Buyer” or “Issuer”), proposes to acquire 100% of the issued and outstanding

membership interests (the “Membership Interests”) of Skycore Digital LLC, a North Carolina limited liability

company (the “Company” or “Skycore”), from MN Data Centers JV LLC, a Delaware limited liability

company holding 80% of the Membership Interests (“MN Data Centers”), and Claw Holdings, LLC, a North Carolina

limited liability company holding 20% of the Membership Interests (“Claw” and, together with MN Data Centers, the “Sellers”).

The proposed acquisition of the Membership Interests of the Company is referred to as the “Transaction.” Upon execution

of this LOI by the Buyer and the Sellers, the parties shall be bound as set forth in Section 15 below.

1. The Transaction

At the closing of the Transaction

(the “Closing”), the Sellers shall sell, assign, transfer, and deliver to Buyer, and Buyer shall purchase from the

Sellers, all of the Membership Interests, free and clear of all liens, pledges, security interests, and encumbrances (other than restrictions

arising under applicable securities laws), such that immediately following the Closing the Company shall be a wholly-owned subsidiary

of Buyer.

2. Consideration

2.1 Base Closing

Consideration. At the Closing, Buyer shall issue to the Sellers, pro rata in accordance with their respective percentage

Membership Interests (80% to MN Data Centers and 20% to Claw), an aggregate number of shares of Buyer’s newly designated

Series B Convertible Preferred Stock (the “Series B Preferred”) having an aggregate initial Liquidation

Preference of $18,000,000 (the “Base Closing Consideration”).

2.2 Pre-Close

Milestone Consideration (M-0: Power Securement). If the Sellers cause Skycore to secure 18 megawatts (MW) of

additional power capacity prior to the Closing, evidenced by (i) executed power agreements, (ii) utility commitments, (iii) executed

letter(s) of authorization, service request, capacity reservation agreement, or other agreement, instrument, or written confirmation

from or with the applicable utility provider, or (iv) any combination of the foregoing, evidencing that additional power capacity

has been allocated, approved, reserved, committed, or otherwise made available for the benefit of Skycore or the applicable project

site (collectively, the “Utility Documentation”), the “M-0 Milestone” shall be deemed achieved

and Buyer shall issue to the Sellers, pro rata, additional shares of Series B Preferred at the Closing having an aggregate initial

Liquidation Preference of $4,000,000 (the “Milestone Consideration” and, together with the Base Closing

Consideration, the “Consideration”). If fewer than 18 MW are secured prior to Closing, the Milestone

Consideration shall be reduced on a pro-rata basis using the formula: Milestone Consideration = $4,000,000 × (MW Secured

÷ 18 MW). The aggregate initial Liquidation Preference of all Series B Preferred issued as Consideration shall not exceed

$22,000,000. No later than five (5) business days prior to the anticipated Closing Date, the Sellers shall deliver to Buyer copies

of the applicable Utility Documentation evidencing the secured MW capacity. Delivery of executed Utility Documentation from or with

the applicable utility provider specifying, approving, reserving, allocating, authorizing, or otherwise evidencing the availability

of additional power capacity shall constitute prima facie evidence of achievement of the applicable MW capacity for purposes of

determining satisfaction of the M-0 Milestone. Buyer shall have five (5) business days following such delivery to confirm

achievement of the M-0 Milestone or to contest such achievement solely on the basis of objective and material deficiencies apparent

on the face of the Utility Documentation. Buyer shall be deemed to have accepted the M-0 Milestone unless it delivers a written

objection specifying such objective and material deficiencies within such five (5) business day period..

2.3 Working

Capital Adjustment. The Consideration payable at closing shall be subject to a customary working-capital adjustment based on

the difference between (a) Company’s Net Working Capital as of 11:59 p.m. local time on the day immediately preceding the

Closing Date (the “Closing Net Working Capital”), and (b) a target Net Working Capital amount (the

“Target Working Capital”), in each case to be mutually agreed and set forth in the Purchase Agreement (as defined

below). Any such adjustment shall be dollar-for-dollar, provided that (i) the calculation of Net Working Capital shall be prepared

in accordance with GAAP applied on a basis consistent with the Company’s historical accounting practices, policies,

classifications and methodologies, (ii) the Purchase Agreement shall include customary definitions, illustrative examples, and

dispute-resolution procedures to minimize ambiguity, (iii) the adjustment shall be subject to a customary true-up process following

Closing based on a final closing statement prepared by Buyer and subject to Seller’s review and comment, and (iv) the parties

shall consider inclusion of a mutually agreed collar or de minimis threshold to avoid immaterial adjustments. For the avoidance of

doubt, Net Working Capital shall exclude cash and cash equivalents, indebtedness, and any transaction expenses to the extent taken

into account elsewhere in the calculation of Consideration, in each case as defined in the Purchase Agreement.

3. Series B

Convertible Preferred Stock

The terms of the Series B Preferred

will be set forth in a Certificate of Designation (the “Certificate of Designation”) filed with the Delaware Secretary

of State at or prior to the Closing, in form and substance consistent with this Section 3 and otherwise reasonably satisfactory to Buyer

and the Sellers, and including the principal terms summarized below.

Term

Description

Stated Value

$1,000 per share.

Liquidation Preference

1.0x non-participating, senior to the Common Stock and to all existing and future series of preferred stock of the Issuer; payable in cash on a liquidation, dissolution, or winding-up of the Issuer.

Dividends (Issuer Toggle)

At the Issuer’s election on each quarterly payment

date: (a) cash at 8.0% per annum of the then-current Liquidation Preference, payable quarterly in arrears; or (b) pay-in-kind (PIK) at

10.0% per annum, compounded quarterly, accreting to and increasing the Liquidation Preference.

Mandatory cash payment commences after eight (8) consecutive

quarters of PIK election.

Conversion Price

110% of the 20-day volume-weighted average price (VWAP) of the Common Stock on The Nasdaq Global Market measured as of the date of execution of this LOI, subject to customary adjustments. If the Common Stock has not traded for at least twenty (20) trading days as of the date of execution of this LOI, the VWAP shall be calculated based on the trading days available; provided, that if fewer than ten (10) trading days are available, the Conversion Price shall be based on the 20-day VWAP immediately preceding the Closing Date.

Optional Conversion

Convertible at the holder’s option into Common Stock at a ratio equal to the then-current Liquidation Preference (including accreted PIK) divided by the Conversion Price.

Forced Conversion

Mandatory conversion of all outstanding Series B Preferred into Common Stock if the closing sale price of the Common Stock equals or exceeds 200% of the then-applicable Conversion Price for any twenty (20) consecutive trading days.

Annual Holder Put Right

Each holder may require the Issuer to redeem Series B shares during an annual exercise window from September 1 through September 30, with the first window opening on the second (2nd) anniversary of the Closing Date and recurring annually thereafter. Annual cap: 20% of total Series B shares issued to such holder (cumulative across base and milestone shares); unused capacity carries forward. Redemption price: $1,000 per share plus accrued and unpaid

dividends, payable in cash or in Common Stock (valued at the 20-day VWAP ending on the exercise date) at the Issuer’s election, due within sixty (60) days of the exercise notice. Stock-form payments are subject to the Nasdaq 20% Cap fallback below.

Mandatory Redemption (Year 7)

On the seventh (7th) anniversary of the Closing Date, the Issuer shall redeem 100% of any Series B then outstanding at $1,000 per share plus accrued and unpaid dividends, payable in cash or in Common Stock at the then-current 20-day VWAP, at the Issuer’s election, subject to the Nasdaq 20% Cap fallback.

Voting

Votes with the Common Stock on an as-converted basis on all matters submitted to holders of Common Stock, subject to Nasdaq Listing Rule 5640.

Anti-Dilution

Broad-based

weighted-average anti-dilution adjustment, plus customary adjustments for stock splits, stock dividends, combinations, recapitalizations,

reorganizations, and similar events affecting the Common Stock, applied to the Conversion Price, Stated Value, share counts, and

milestone share calculations.

Term

Description

Protective Provisions

Class consent rights of the Series B holders over: (a) issuance of senior or pari passu securities; (b) charter amendments adverse to the Series B; (c) dividends or distributions on the Common Stock while Series B is outstanding; (d) fundamental transactions; and (e) any increase in authorized Series B shares.

Information Rights / Board Observer

Quarterly unaudited and annual audited financial statements. Board observer rights for so long as the original Series B recipients (and their permitted transferees) collectively hold at least 50% of the Series B shares initially issued to them.

Tag-Along / Co-Sale

Tag-along rights on Common Stock sales by holders exceeding 5% of outstanding shares; co-sale rights on Common Stock transfers by Issuer insiders.

Registration Rights

The Issuer shall register the Common Stock issuable upon conversion of the Series B Preferred (including shares attributable to accreted PIK and to redemption-form payments) on terms to be set forth in a Registration Rights Agreement. The Issuer shall cause the registration statement to be filed within thirty (30) days following Closing, shall use reasonable best efforts to cause the registration statement to become effective as promptly as practicable thereafter, and shall maintain effectiveness until all such shares have been sold or may be sold without restriction under Rule 144. The Registration Rights Agreement shall include customary and commercially reasonable provisions regarding filing, effectiveness, maintenance of effectiveness, suspension periods, cooperation, indemnification, and other related matters, including appropriate penalty mechanisms and/or enhanced liquidity protections in the event the Issuer fails to timely file, obtain effectiveness of, or maintain the effectiveness of the registration statement, in each case subject to customary exceptions and limitations.

Nasdaq 20% Cap / Cash Fallback

To the extent any milestone issuance, when aggregated with prior issuances, would exceed the thresholds of Nasdaq Listing Rule 5635 (including the 19.99% threshold), the Issuer shall promptly seek shareholder approval. If such approval is not obtained within ninety (90) days of submission, the Issuer shall pay the affected milestone in cash at $1,000 per Series B share equivalent (i.e., the Stated Value of the shares that would otherwise have been issued) in lieu of issuing additional Series B shares. The same Nasdaq 20% Cap fallback applies to any stock-form payment under the Annual Holder Put Right or the Year 7 Mandatory Redemption.

4. Closing; Definitive Documentation

4.1 Target Closing

Date. The transaction shall be a bifurcated sign and close. The parties shall use their respective reasonable best efforts

to consummate the Closing on or before the date that is sixty (60) days following execution of the Purchase Agreement, subject only

to the receipt by Buyer of any applicable required stockholder approval pursuant to market exchange rules.

4.2 Definitive

Documentation; Members’ Representative. As soon as reasonably practicable after the execution of this LOI, the parties

shall commence to negotiate definitive transaction documentation consisting of: (a) a Membership Interest Purchase Agreement (the

“Purchase Agreement”); (b) the Certificate of Designation; (c) a Site Management Services Agreement; (d) a

Consulting Agreement with Charlie D. Brooks II; (e) a Registration Rights Agreement; (f) a Lock-Up Agreement among the Sellers and

Buyer; and (g) such other ancillary agreements and instruments as are customary for transactions of this type (collectively, the

“Definitive Documentation”), relating to Buyer’s acquisition of all the Membership Interests, to be drafted

by Buyer’s counsel. The Definitive Documentation shall reflect, and be consistent in all material respects with, the terms set

forth in this LOI. Igor Soshkin (primary) and Charlie D. Brooks II (alternate) (together, the “Members’

Representative”) shall be jointly authorized to act on behalf of the Sellers for milestone certifications, dispute

resolution, indemnity claims, and all post-Closing communications with Buyer, on terms to be set forth in the Purchase

Agreement.

5. Representations, Warranties, and Covenants

The Purchase Agreement will

contain representations and warranties customary for transactions of this type, including, but in no way limited to: (a) of the

Sellers: due organization, authority and enforceability, title to Membership Interests (free and clear), and non-contravention; (b)

of the Company: due organization and good standing, capitalization, financial statements, absence of undisclosed liabilities,

absence of certain changes, material contracts (including power agreements and utility commitments), real property, intellectual

property, data privacy, employee and labor matters, employee benefits, tax, litigation, compliance with laws, permits,

environmental, customer and supplier matters, and customary fundamental representations; and (c) of Buyer: due organization and good

standing, corporate authority, valid authorization and issuance of the Series B Preferred (and of the Common Stock issuable upon

conversion), Nasdaq listing and compliance, SEC reporting compliance, and non-contravention. The Purchase Agreement will also

contain interim operating covenants customary for transactions of this type, including covenants restricting material actions by the

Company between signing and Closing, a non-solicitation covenant binding on the Sellers and the Company, covenants to obtain

required consents and approvals, and reasonable cooperation covenants with respect to regulatory matters, SEC disclosure, and tax

matters.

6. Conditions Precedent to Closing

The obligations of the parties to consummate the Transaction

shall be subject to the satisfaction (or waiver by the party entitled to the benefit thereof) of customary conditions precedent, including:

(a)

completion of Buyer’s legal, financial, tax, operational, and technical due diligence on the Company, with results reasonably

satisfactory to Buyer, such condition to expire on the date that is thirty (30) days after the date of this LOI;

(b) execution and delivery of the Definitive

Documentation by all parties thereto;

(c)

Buyer shall have amended its certificate of incorporation as necessary to authorize and designate the Series B Preferred, and shall

have filed the Certificate of Designation with the Delaware Secretary of State; Buyer shall use commercially reasonable efforts to

obtain any required approvals in connection therewith;

(d)

delivery of the unanimous written consent of the Sellers, in their capacities as members of the Company,

pursuant to the Skycore operating agreement;

(e)

receipt of all required governmental and regulatory approvals, including expiration or termination of any applicable waiting period

under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, if applicable;

(f)  to

the extent required under Nasdaq Listing Rule 5635 or any other applicable Nasdaq listing rule, receipt of the requisite approval of

Buyer’s shareholders (subject to the Nasdaq 20% Cap / Cash Fallback set forth in Section 3);

(g)

accuracy of the parties’ respective representations and warranties, and performance in all material respects of their respective

covenants, in each case subject to customary materiality qualifiers;

(h) absence of any material adverse effect with

respect to the Company since the date of this LOI; and

(i)

absence of any law, order, judgment, or injunction prohibiting or making illegal the consummation of the Transaction.

7. Exclusivity

From the date hereof until the earliest

of (a) the Closing, (b) termination of this LOI in accordance with Section 11, and (c) 11:59 p.m. Eastern Time on the date that is ninety

(90) days after the date of this LOI (the “Exclusivity Period”), the Sellers and the Company shall not, and shall cause

their respective officers, directors, managers, employees, affiliates, members, agents, advisors, and other representatives (collectively,

“Representatives”) not to, directly or indirectly: (i) solicit, initiate, encourage, facilitate, entertain, or respond

to any expression of interest, inquiry, proposal, or offer from any person other than Buyer or its Representatives relating to any acquisition,

merger, recapitalization, investment in, sale of substantially all assets of, or other change-of-control transaction involving the Company

or any material portion of its Membership Interests or assets (any such transaction, an “Alternative Transaction”);

(ii) furnish any non-public information to, or engage in any discussions or negotiations with, any person in connection with any Alternative

Transaction; or (iii) enter into any agreement, arrangement, understanding, or commitment with respect to any Alternative Transaction.

The Sellers and the Company shall promptly (and in any event within two (2) business days) notify Buyer in writing of any inquiry, proposal,

or offer received during the Exclusivity Period with respect to an Alternative Transaction, including the identity of the proposing party

and the material terms thereof.

8. Due Diligence; Access to Information

From the date hereof until

the earlier of the Closing and the termination of this LOI, the Sellers shall cause the Company to afford Buyer and its

Representatives reasonable access, during normal business hours and upon reasonable prior notice, to the Company’s properties,

books, records, contracts, personnel, accountants, and advisors, and shall furnish to Buyer and its Representatives all such

information concerning the Company and its business, operations, financial condition, and prospects (including in respect of the M-0

Milestone) as Buyer may reasonably request. All information provided pursuant to this Section 8 shall be subject to the

Confidentiality Agreement referenced in Section 13.

9. Good-Faith Negotiation

Each party shall negotiate in good

faith, and shall cause its Representatives to negotiate in good faith, the Definitive Documentation on the basis of, and consistent with,

the principal terms set forth in this LOI, with a view toward executing and delivering the Definitive Documentation as promptly as reasonably

practicable.

10. Publicity; Public Disclosure

The parties acknowledge that Buyer

is a public company subject to the Securities Exchange Act of 1934, as amended, and Nasdaq listing rules, and that Buyer intends to (a)

file a Current Report on Form 8-K disclosing the execution of this LOI and attaching this LOI as an exhibit thereto, and (b) issue a press

release regarding the Transaction (together, the “Announcement”). Buyer shall provide the Members’ Representative a

reasonable opportunity to review and comment on portions of the Announcement describing the Sellers or the Company, and shall consider

in good faith any comments timely received; provided, that Buyer shall retain sole authority over the content of the Announcement and

any related SEC filings to the extent required by applicable law or Nasdaq rules. Except as provided in the Announcement or as required

by applicable law or stock exchange rule, no party shall issue any press release or make any public statement with respect to this LOI

or the Transaction without the prior written consent of the other parties (such consent not to be unreasonably withheld, conditioned,

or delayed).

11. Termination; Drop Dead Date; Break-Up Fee

11.1 Termination Events. This LOI may be

terminated prior to the Closing:

(a) by mutual written agreement of Buyer and the

Members’ Representative;

(b) by

either Buyer or the Members’ Representative upon written notice if the Definitive Documentation has not been executed by June

30, 2026 (the “Drop Dead Date”), provided that the right to terminate under this clause 11.1(b) shall not be

available to any party whose material breach of this LOI has been the primary cause of such failure; the Drop Dead Date may be

extended by mutual written agreement;

either Buyer or the Members’ Representative upon written notice if the other party has materially breached any binding

provision of this LOI and such breach is not cured within ten (10) business days of written notice thereof; and

(d)

by Buyer upon written notice delivered on or before the date that is thirty (30) days after the date of this

LOI if the results of Buyer’s due diligence are not reasonably satisfactory to Buyer.

11.2 Buyer Break-Up Fee. If Buyer

terminates this LOI or the Purchase Agreement without cause (and other than as a result of a material breach by the Sellers or the

Company, a failure of a condition precedent set forth in Section 6, or pursuant to Section 11.1(d)), Buyer shall pay to the Sellers

a break-up fee of $500,000 in cash (the “Break-Up Fee”) within thirty (30) business days after such

termination. For purposes hereof “for cause” means, with respect to any termination by Buyer of this LOI or the Purchase

Agreement, that such termination arises from any of the following: (a) a material breach by any Seller or the Company of any binding

provision of this LOI or, after execution of the Purchase Agreement, of any representation, warranty, or covenant therein (including

any failure to consummate the Closing when required to do so); (b) the failure of any condition precedent to Buyer's obligation to

consummate the Closing (whether set forth in Section 6 hereof or in the Purchase Agreement) to be satisfied, or the clear inability

for such closing condition to be satisfied within a reasonable time or at all, at or prior to the Closing, other than where such

failure is primarily the result of Buyer's material breach; (c) Buyer's exercise of its termination right under Section 11.1(d) (due

diligence) or any corresponding due diligence termination right under the Purchase Agreement; or (d) the failure of the Definitive

Documentation to be executed by the Drop Dead Date, or the failure of the Closing to occur by any outside date set forth in the

Purchase Agreement.

11.3 Survival.

Sections 10, 11, 12, 13, 14, 15 and 16 shall survive the termination of this LOI in accordance with their terms. Termination of this

LOI shall not relieve any party from liability for any willful breach hereof prior to such termination.

12. Expenses

Except as expressly provided in

this LOI or the Definitive Documentation, each party shall bear its own costs and expenses (including fees and expenses of its legal,

accounting, tax, and financial advisors) incurred in connection with this LOI, the negotiation of the Definitive Documentation, and the

Transaction, whether or not the Transaction is consummated.

13. Confidentiality

The mutual confidentiality obligations

set forth in the Confidentiality Agreement among the Sellers and Buyer attached as Exhibit A to the Binding Term Sheet (the “Confidentiality

Agreement”) are incorporated herein by reference and remain in full force and effect. Subject to Section 10 and any disclosures

required by applicable law or Nasdaq rules, the existence and terms of this LOI, and any information exchanged in connection herewith,

shall constitute Confidential Information for purposes of the Confidentiality Agreement.

14. Governing Law; Dispute Resolution

This LOI shall be governed by,

and construed in accordance with, the laws of the State of Delaware, without giving effect to its conflict-of-laws principles. Any dispute

arising out of or relating to this LOI shall be finally resolved by binding arbitration administered by the American Arbitration Association

under its Commercial Arbitration Rules, with the seat of arbitration in Wilmington, Delaware. Notwithstanding the foregoing, any party

may seek injunctive or equitable relief in any court of competent jurisdiction to enforce the binding provisions of this LOI (including

Section 7) or to preserve the status quo pending resolution of any arbitration.

15. Binding Nature; Framework

The parties hereby agree on, and

commit to, the principal terms of the Transaction as set forth in Sections 1 through 6, and each party undertakes to negotiate the Definitive

Documentation in good faith on the basis of, and consistent with, those principal terms; however, the obligation of the parties to consummate

the Transaction is subject in all respects to the execution and delivery of the Definitive Documentation and the satisfaction (or waiver,

where permitted) of the conditions precedent set forth in Section 6 and in the Definitive Documentation. Sections 7 through 16 (collectively,

the “Binding Provisions”) are intended to be, and upon execution of this LOI by Buyer and the Sellers shall be, the

legally binding and enforceable obligations of the parties hereto.

16. Miscellaneous

16.1 Entire

Agreement. This LOI, together with the Confidentiality Agreement and the Binding Term Sheet between the parties, constitutes

the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior oral and written agreements,

negotiations, and understandings with respect thereto; provided, that to the extent of any conflict between this LOI and the Binding

Term Sheet, this LOI shall control.

16.2 Amendment;

Assignment. This LOI may be amended, modified, or waived only by a written instrument signed by Buyer and the Members’

Representative (acting on behalf of the Sellers). No party may assign this LOI without the prior written consent of the other

parties; provided, that Buyer may assign its rights and obligations hereunder to a wholly-owned subsidiary of Buyer, with Buyer

remaining primarily liable.

16.3 Counterparts;

General. This LOI may be executed in any number of counterparts, each of which shall be deemed an original; signatures

delivered by facsimile or electronic means (including .pdf or DocuSign) shall be deemed originals. This LOI is for the sole benefit

of the parties and their respective successors and permitted assigns. If any provision of this LOI is held invalid, illegal, or

unenforceable, the remaining provisions shall remain in full force and effect, and the parties shall negotiate in good faith a

substitute provision that reflects, as closely as possible, the parties’ original intent.

[Remainder of Page Intentionally left

Blank; Signature Page Follows]

If the foregoing accurately reflects our mutual agreement,

please so indicate by executing this Letter of Intent in the space provided below, whereupon this Letter of Intent shall constitute a

binding agreement among the parties as of the date first written above.

Z SQUARED INC.

MN DATA CENTERS JV LLC

CLAW HOLDINGS, LLC

By: /s/ David Halabu

By: MN DATA CENTERS LLC

By: /s/ Charlie D. Brooks II

Its: Sole Member

Name: David Halabu

Name: Charlie D. Brooks II

Title: CEO

By: Minting Dome Inc

Its: Sole Member

By: /s/ Igor Soshkin

Name: Igor Soshkin

Title: Director

EX-10.2 — SECOND AMENDMENT TO CONSULTING AGREEMENT

EX-10.2

Filename: zsquared_ex1002.htm · Sequence: 3

Exhibit 10.2

SECOND AMENDMENT TO CONSULTING AGREEMENT

This SECOND AMENDMENT TO CONSULTING AGREEMENT

(this “Amendment”) is made and entered into as of April __, 2026, by and between Z Squared, Inc., a Wyoming

corporation (the “Company”), and Group 10 Holdings, LLC, a New Jersey limited liability company (the “Consultant”

and, together with the Company, the “Parties” and each, a “Party”).

RECITALS

WHEREAS, the Company and the Consultant

entered into that certain Letter Agreement, dated June 24, 2025 (the “Original Agreement”);

WHEREAS, the Parties amended the Original

Agreement pursuant to that certain First Amendment to Consulting Agreement, dated January 2, 2026 (the “First Amendment”

and, together with the Original Agreement, the “Agreement”);

WHEREAS, the Consultant has provided strategic,

operational, and transactional advisory services to the Company in connection with, among other things, the Company’s business combination

with Coeptis Therapeutics Holdings, Inc. and the listing of the Company’s common stock on the Nasdaq Global Market (collectively,

the “Transaction”), which Transaction has been successfully completed; and

WHEREAS, in recognition of the Consultant’s

contributions to the successful completion of the Transaction, the Company’s board of directors has approved, and the Parties now

desire to amend the Agreement to provide for, the issuance of an additional 200,000 shares of the Company’s common stock to the

Consultant.

NOW, THEREFORE, in consideration of the

mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,

the Parties hereby agree as follows:

1. AMENDMENT TO SECTION 3 (FEES AND EXPENSES)

1.1 Addition of Section 3.5. A new Section

3.5 is hereby added to the Original Agreement, immediately following Section 3.4, to read in its entirety as follows:

“3.5 Transaction Bonus Shares.

(a) In recognition of Consultant’s

contributions to the successful completion of the Company’s business combination with Coeptis Therapeutics Holdings, Inc. and the

listing of the Company’s common stock on the Nasdaq Global Market (the “Transaction”), and as additional consideration

for services rendered under this Agreement, the Company shall issue to Consultant an additional 200,000 shares of the Company’s

common stock, $0.001 par value (the “Bonus Shares”). The Bonus Shares shall be validly issued, fully paid, and non-assessable,

and shall not be subject to any vesting restrictions, forfeiture, repurchase, or any price-based lock-up, volume-based leak-out, or similar

transfer restrictions.

(b) The Company shall use its commercially

reasonable efforts to include the Bonus Shares for resale on a resale registration statement on Form S-1 (or such other form as may be

available) to be filed by the Company with the SEC.

of the date of the Second Amendment to this Agreement and with respect to the Bonus Shares, each of the representations and warranties

set forth in Section 7.2, as if fully restated herein with respect to the Bonus Shares, including, without limitation, Consultant’s

status as an “accredited investor” within the meaning of Regulation D under the Securities Act and Consultant’s investment

intent.

(d) Consultant acknowledges that the

Bonus Shares have not been registered under the Securities Act or any state securities laws and, until registered, will constitute “restricted

securities” as defined in Rule 144 under the Securities Act. The Bonus Shares may not be pledged, transferred, sold, offered for

sale, hypothecated, or otherwise disposed of except pursuant to an effective registration statement under the Securities Act or an available

exemption therefrom, and in compliance with applicable state securities laws.”

2. MISCELLANEOUS

2.1 No Other Changes. Except as expressly

modified by this Amendment, all other terms and conditions of the Agreement shall remain in full force and effect.

2.2 References to the Agreement. From and

after the date of this Amendment, each reference in the Agreement to “this Agreement,” “hereof,” “herein,”

“hereunder,” or words of similar import shall be deemed to refer to the Agreement as amended by this Amendment.

2.3 Governing Law. This Amendment shall

be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any conflict of laws principles

that would cause the laws of any other jurisdiction to apply.

2.4 Counterparts. This Amendment may be

executed in multiple counterparts and by electronic signature, each of which shall be deemed an original and all of which together shall

constitute one instrument.

[Remainder of Page Intentionally

Left Blank; Signature Page Follows]

IN WITNESS WHEREOF, the Parties hereto have

executed this Second Amendment as of the date first above written.

Z SQUARED, INC.

By: _______________________________

Name: David Halabu

Title: Chief Executive Officer

GROUP 10 HOLDINGS, LLC

By: _______________________________

Name: Adam Wasserman

Title: Manager

EX-10.3 — CORPORATE SERVICES AGREEMENT

EX-10.3

Filename: zsquared_ex1003.htm · Sequence: 4

Exhibit 10.3

CORPORATE SERVICES AGREEMENT

This

Services Agreement (this “Agreement”) is entered and effective as of 1/23/2026 (the “Effective Date”),

by and between Z Squared Inc., a Wyoming corporation (the “Company” or “ZSQR”) and Moneta Advisory

Partners, LLC, a Delaware limited liability company (“MAP” and together with the Company, the “Parties”,

or individually as a “Party”).

RECITALS

MAP has agreed to provide certain services to the Company as set forth below and the Company

has agreed to engage MAP to provide such services.

The Parties would like to enter into this Agreement to define the Parties' rights and obligations under

which MAP shall provide services to the Company.

NOW, THEREFORE,

in consideration of the mutual promises of the Parties hereto and of other good and valuable consideration, the receipt and sufficiency

of such are hereby acknowledged, and intending to be legally bound hereby, the Parties hereto agree as follows:

ARTICLE 1

SERVICES ARRANGEMENT

1.1

Services.

MAP agrees to provide services to the Company, on the terms and conditions set forth below.

1.2

Term.

The term of this Agreement shall begin on the Effective Date and continue until the End of Term Date set forth on Exhibit A

unless terminated earlier by either Party pursuant to Article 3 (the “Term”).

1.3

Duties.

MAP agrees to undertake and perform all duties and services set forth on Exhibit A to this Agreement (the “Services”).

MAP shall perform the Services herein faithfully, diligently, to the best of MAP's ability, and at all times in the best interests of

the Company. MAP shall perform the Services in a good, safe and workmanlike manner, in accordance with the best industry practices, and

with at least the same degree of skill, care and diligence ordinarily expected of skilled and experienced contractors and consultants

engaged in similar services in the same or similar circumstances and conditions. Company shall ensure that all materials containing the

name and/or likeness of any of MAP’s principals or affiliates shall be approved by MAP prior to release and shall contain legal

disclaimers and disclosures as may be determined appropriate by MAP.

1.4

Policies.

MAP shall adhere to and comply with the policies and procedures adopted by the Company, as amended from time to time, and the laws, regulations,

policies and industry standards of all applicable regulatory agencies, stock exchanges and security commissions.

1.5 Definitions. For purposes

of this Agreement, the following capitalized terms shall have the meanings set forth below.

(a) Celebrity

means an individual who is widely recognized by the general public and who has achieved substantial prominence in one or more of the following

fields: business, finance, investing, sports, entertainment, media, or digital content creation.

(b) Milestone means a specific

performance condition described in Exhibit B that must be fully completed in order for the applicable equity award to be earned.

means the date on which the Company delivers written confirmation to MAP that a Milestone has been achieved.

(d) Qualifying

Podcast means a podcast that has a demonstrable audience substantially comprised of investors or market participants relevant to the

Company’s capital markets objectives.

(e) Company Approval means

written approval by the Company’s Compensation Committee of the Board of Directors, which may be provided by email.

1.5

Independent

Contractor.

(a)

It is the express

intention of the Company and MAP that MAP perform the Services as an independent contractor to the Company. Nothing in this Agreement

shall in any way be construed to constitute MAP as an agent or employee of the Company. Without limiting the generality of the foregoing,

MAP is not authorized to bind the Company to any liability or obligation or to represent that MAP has any such authority in connection

with the Services.

(b)

MAP acknowledges

and agrees that MAP shall not be eligible for any Company employee benefits and, to the extent MAP otherwise would be eligible for any

Company employee benefits but for the express terms of this Agreement, MAP (on behalf of itself and any of its employees) hereby expressly

declines to participate in such Company employee benefits.

(c)

MAP shall have

full responsibility for applicable withholding taxes for all compensation paid to MAP under this Agreement, and for compliance with all

applicable labor and employment requirements with respect to MAP and its principals / employees (as the case may be). MAP agrees to indemnify,

defend, and hold the Company harmless from any liability for, or assessment of, any claims or penalties with respect to such withholding

taxes, labor, or employment requirements, including any liability for, or assessment of, withholding taxes imposed on the Company by the

relevant taxing authorities with respect to any compensation paid to MAP.

1.6

Disqualification.

MAP represents and warrants to the Company that MAP does not have any "bad actor" disqualification set forth in Rule 506(d)

of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”).

1.7 No

Guarantee of Success. Company acknowledges and agrees that while MAP will provide the services hereunder on a “best

efforts” basis, MAP makes no guarantee that the initiatives undertaken on behalf of or in conjunction with the Company will be

successful in achieving desired results. Company further acknowledges that the impact and degree of success achieved in connection with

the Services is subject to a variety of factors beyond MAP’s control including, but not limited to, financial market

volatility.

1.8

Force

Majeure. MAP shall be liable or responsible to the Company, nor be deemed to have defaulted under or breached this Agreement, for

any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by

or results from acts beyond the impacted MAP’s (for the purposes of this Section 1.8 the “Impacted Party”) reasonable

control, including, without limitation, the following force majeure events (“Force MajeureEvent(s)”) that frustrates

the purpose of this Agreement: (a) acts of God; (b) flood, fire, earthquake or explosion; (c) war, invasion, hostilities (whether war

is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order or law; (e) actions, embargoes or blockades

in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes,

labor stoppages or slowdowns or other industrial disturbances; (i) epidemic, pandemic or similar influenza or bacterial infection (which

is defined by the United States Center for Disease Control as virulent human influenza or infection that may cause global outbreak, or

pandemic, or serious illness); (j) emergency state; (k) shortage of adequate medical supplies and equipment; (l) shortage of power or

transportation facilities; and (m) other similar events beyond the reasonable control of the Impacted Party.

ARTICLE 2

COMPENSATION

2.1

Payments.

The Company shall pay MAP, as remuneration for Services, the fee(s) set forth in Exhibit A.

2.2

Milestone Based Equity Compensation. Any equity compensation payable to MAP or its affiliates pursuant to this Agreement shall

be issued solely upon the achievement of the specific milestones set forth on Exhibit B Milestone Based Equity Award Schedule

attached hereto and incorporated herein by reference. No shares of common stock, warrants, options, or other equity securities shall

be earned, vested, or issuable unless and until the applicable milestone has been fully achieved. The number of shares issuable upon

the achievement of each milestone shall be strictly limited to the amounts expressly set forth on Exhibit B and no equity compensation

shall accrue or vest on a time only basis.

2.3

Release Schedule. Vested shares will be released to the recipient on a quarterly basis. For example, all shares vested from

milestones achieved between January 1 and March 31 will be released on or before April 15.

2.4 Equity

Issuance Restrictions. Notwithstanding anything to the contrary contained in this Agreement, any and all shares of common stock, warrants,

options, or other equity securities of the Company issued to MAP or any of its affiliates pursuant to this Agreement shall be subject

in all respects to the leak out and lock up provisions set forth in the Company’s Registration Statement on Form S 4, which was

declared effective by the Securities and Exchange Commission on December 23, 2025, including without limitation the provisions described

in Section 9 titled “Subsequent Events.”

Such leak out

and lock up restrictions shall apply automatically, shall be binding upon MAP and any permitted transferee of such securities, and shall

be in addition to, and not in lieu of, any other transfer restrictions imposed by applicable federal or state securities laws, including

without limitation Rule 144 promulgated under the Securities Act of 1933, as amended, or any successor or comparable rule or regulation.

MAP acknowledges

and agrees that no sale, transfer, pledge, or other disposition of any such securities may occur unless and until such disposition is

permitted under the applicable leak out and lock up provisions, all applicable securities laws, any required holding periods, volume limitations,

manner of sale requirements, and notice filings have been fully satisfied.

2.5 Reimbursement

for Business Expenses. Except for expenses associated with the Services specifically enumerated on Exhibit A that shall

be inclusive of the Fee Payments by Company, unless otherwise agreed upon, during the Term of this Agreement, the Company shall reimburse

MAP for all other reasonable, documented and pre-approved out of pocket traveling and other expenses actually, properly and necessarily

incurred by MAP in connection with the performance of the Services in accordance with the policies set from time to time by the Company,

in its sole discretion. MAP shall furnish such receipts, vouchers or other evidence as are required by the Company to substantiate such

expenses.

ARTICLE 3

TERMINATION

3.1

Termination.

Either party shall have the right to terminate this Agreement upon written notice, with or without "Cause" (as defined below),

prior to the expiration of the Term. Whatever the circumstances of the termination may be, the Parties shall continue to be bound after

termination by Articles 4, 5, 6, 7, 8, 9 and 10 of this Agreement. The date of any termination pursuant to this Section 3.1 shall be referred

to as the “Termination Date”.

3.2

Termination

for Cause or Termination by either Party. If the Company terminates this Agreement for Cause (as defined below), if the Company terminates

this Agreement without Cause but the Company subsequently discovers facts that would of have justified a termination for Cause as of the

original termination date or if MAP terminates this Agreement, MAP shall forfeit any and all equity compensation or bonus compensation

not already received by MAP or not already vested as of the Termination Date.

3.3

Cause.

For purposes of this Agreement, "Cause" shall mean the following (i) MAP's commission of an act of fraud, theft or dishonesty

against the Company, as determined in the reasonable discretion of the Company; (ii) willful or wanton misconduct, recklessness, or gross

negligence by MAP in the performance of the Services, as determined in the reasonable discretion of the Company; (iii) if MAP is determined

by a court of competent jurisdiction to have a "bad actor" disqualification as set forth in Rule 506(d) of Regulation D under

the Securities Act of 1933, as amended, (iv) a material breach by MAP of any obligation of MAP under this Agreement, as determined in

the reasonable discretion of the Company, and (v) unwillingness of MAP to perform the Services continuing for a period of fifteen (15)

business days after notice to MAP. “Cause”, with respect to MAP’s termination of the Company, shall mean the

discovery of any material irregularity discovered by MAP (or its representatives) with respect to any of the Company's regulatory filings,

financial statements, or other information provided to current or prospective investors, regulators, or other third parties, as

determined in the reasonable discretion of MAP. In the event of MAP’s termination of the Agreement for Cause, MAP shall be entitled

to retain all compensation issued or otherwise due to MAP hereunder.

3.4 Upon

termination of this Agreement for any reason, onlyequity awards corresponding to milestones that have been fully achieved as of the Termination

Date shall be deemed earned, and all unachieved milestone-based equity awards shall automatically terminate and be forfeited with no further

obligation of the Company.

ARTICLE 4

NON-SOLICITATION AND NON-COMPETE

4.1

Non-Solicitation

of Employees. So long as MAP is receiving payments from the Company and for two (2) years following such time, MAP shall not directly

or indirectly solicit for employment or for independent contractor work any employee of the Company or its affiliates and shall not encourage

any such employee to leave the employment of the Company or its affiliates.

4.2

Non-Compete.

MAP agrees that so long as MAP is receiving payments from the Company, MAP will not be an employee, agent, director, owner, partner, MAP,

creditor of or otherwise directly or indirectly be connected with or provide services to or participate in the management, operation or

control of any Person which is in direct or indirect competition to the Company. “Person” means any individual or entity

including, but not limited to, any corporation, a limited liability company, an association, a partnership, an organization, a business,

an individual, a governmental or political subdivision thereof or a governmental agency.

ARTICLE 5

REPRESENTATIONS OF MAP

5.1

Representations

of MAP. MAP hereby represents and warrants the following to the Company:

(a) MAP

shall provide a prominent notice on all newsletters and websites/webcasts/interview materials and other communications with

investors or prospective investors in which MAP may be reasonably deemed to be giving advice or making a recommendation that MAP has

been compensated for its services and received securities of the Company (directly or indirectly) specifically referencing Company

by name and the number of warrants received (directly or indirectly) and will profit from its promotional activities for Company,

including the number of warrants and whether it has or will be making sales during any period. MAP agrees that it will not conceal

at any time if it will, directly or indirectly, be selling shares while promoting the Company’s securities and recommending

that investors purchase the stock of Company. MAP covenants and agrees that it will at all times engage in acts, practices and

courses of business that comply with Section 17(a) and (b) of the Securities Act, as well as Section 10(b) of the Exchange Act of

1934, as amended (the “Exchange Act”), and has adopted policies and procedures adequate to assure all of

MAP’s personnel are aware of the limitation on their activities, and the disclosure obligations, imposed by such laws and the

rules and regulations promulgated thereunder. MAP is aware that the federal securities laws restrict trading in the Company

securities while in possession of material non-public information concerning the Company as well as the requirements of Regulation

FD that prohibit communications of material non-public information, and the requirements thereof in the event of an unintentional or

inadvertent non-public disclosure. MAP agrees to immediately inform Company in the event that an actual or potential Regulation FD

disclosure has occurred and assist counsel in the method by which corrective steps should be taken. MAP acknowledges that with

respect to any Company securities now or at any time hereafter beneficially owned by MAP or any of its affiliates, that it will

refrain from trading in the Company’s securities while it or any such affiliate is in possession of material non-public

information concerning the Company, its financial condition, or its business and affairs or prospects.

(b)

MAP and its

employees and representatives shall at all times comply with any and all applicable federal, state, local or foreign laws, including securities

laws, rules and regulations of any court, government or unit or agency thereof in its performance of the Services.

ARTICLE 6

CONFIDENTIALITY

6.1

Nondisclosure.

MAP acknowledges that in the course of providing Services to the Company, MAP will have access to certain Confidential Information not

available to the public. For purposes of this Agreement, “Confidential Information” includes, but is not limited to, information

about either the Company's clients, the terms and conditions under which the Company or its affiliates deals with clients, pricing information

for the purchase or sale of assets, customer lists, research materials, manuals, computer programs, formulas for analyzing asset portfolios,

techniques, data, marketing plans and tactics, technical information, lists of asset sources, the processes and practices of the Company,

all information contained in electronic or computer files, all financial information, salary and wage information, and any other information

that is designated by the Company or its affiliates as confidential or that MAP knows or has reason to know is confidential, including

information provided by third parties that the Company or its affiliates are obligated to keep confidential, and all other confidential

or proprietary information of the Company or its affiliates. MAP acknowledges that all Confidential Information is and shall continue

to be the exclusive property of the Company or its affiliates, whether or not prepared in whole or in part by MAP and whether or not disclosed

to or entrusted to MAP in connection with Services provided to the Company. MAP agrees not to disclose Confidential Information, directly

or indirectly, under any circumstances or by any means, to any third persons without the prior written consent of the Company. MAP agrees

that it will not copy, transmit, reproduce, summarize, quote, or make any commercial or other use whatsoever of confidential information,

except as may be necessary to perform work done by MAP for the Company. MAP agrees to exercise the highest degree of care in safeguarding

Confidential Information, and will, in any event, employ the same practices it uses to protect its own Confidential Information of similar

nature, against loss, theft or other inadvertent disclosure and agrees generally to take all steps necessary or requested by the Company

to ensure maintenance of the confidentiality of the Confidential Information, which shall in any case be no less than reasonable care.

MAP will be responsible for any breach of confidentiality or act or omission by its employees or representatives in violation of this

Agreement.

6.2

Exclusions.

Section 6.1 shall not apply to the following information: (a) information now and hereafter voluntarily disseminated by the Company to

the public or which otherwise becomes part of the public domain through lawful means; (b) information already known to MAP as documented

by written records which predate the Effective Date; (c) information subsequently and rightfully received from third parties and not subject

to any obligation of confidentiality; and (d) information independently developed by MAP after termination of its services without using

or referring to the confidential information of the Company or its affiliates.

6.3

Subpoenas;

Cooperation in Defense of the Company. If MAP, during the Term or thereafter, is served with any subpoena or other compulsory judicial

or administrative process calling for production of Confidential Information or if MAP is otherwise required by law or regulation to disclose

Confidential Information, MAP will immediately, before making any such production or disclosure, notify the Company in writing and provide

it with such information as may be necessary for the Company to take such action as the Company deems necessary to protect its interests.

MAP agrees to cooperate reasonably with the Company, whether during the Term or thereafter, in the prosecution or defense of all threatened

claims or actual litigation in which the Company is or may become a party, whether now pending or hereafter brought, in which MAP has

knowledge of relevant facts or issues. MAP shall be reimbursed for its reasonable expenses and for travel time due to cooperating with

the prosecution or defense of any litigation for the Company.

6.4

Confidential

Proprietary and Trade Secret Information of Others. MAP represents that it has disclosed to the Company all agreements to which MAP

is or has been a party regarding the confidential information of others and MAP understands that MAP's execution of this Agreement with

the Company will not require MAP to breach any such agreement. MAP will not disclose any such Confidential Information to the Company

nor induce the Company to use any trade secret or proprietary information received from another under an agreement or understanding prohibiting

such use or disclosure.

6.5

No Unfair

Competition. MAP hereby acknowledges that the sale or unauthorized use or disclosure of any of the Company's Confidential Information

including any materials obtained by MAP by any means whatsoever, at any time before, during, or after the Term shall constitute unfair

competition. MAP shall not engage in any unfair competition with the Company or its affiliates either during the Term, or at any time

thereafter.

6.6

Non-Use.

MAP acknowledges that it is aware that (i) the Confidential Information being furnished to it may contain material, non-public information

regarding the Company and its affiliates and (ii) the United States and Canadian securities laws prohibit any persons who have material,

nonpublic information concerning the matters which are the subject of this Agreement, from purchasing or selling securities of a the Company

using such information or from communicating such information to any person (including its affiliates) under circumstances in which it

is reasonably foreseeable that such person is likely to purchase or sell such securities in reliance upon such information. MAP agrees

that it and its controlled affiliates will not trade in the securities of the Company while in possession of material nonpublic information

or at all until the time you and such controlled affiliates can do so in compliance with all applicable laws and without breach of this

Agreement. MAP further confirms that it has in place internal information protection mechanisms to prevent unauthorized use of the Confidential

Information.

6.7

Remedies.

The Company shall have all remedies available in law and equity against MAP (including special and consequential damages) for damages

to the Company caused by the violations of Articles 4 or 6 and may in its discretion enforce the specific performance of this Agreement

or any term hereof.

ARTICLE 7

COMPANY'S OWNERSHIP IN MAP'S WORK

7.1

Company's

Ownership. MAP agrees that all inventions, discoveries, improvements, trade secrets, formulae, techniques, processes, and know-how,

whether or not patentable, and whether or not reduced to practice, that are conceived or developed during the Term, either alone or jointly

with others, if on the Company's time, using the Company's equipment, supplies, facilities, or trade secret information or relating to

the Company shall be owned exclusively by the Company, and MAP hereby assigns to the Company all of MAP's rights, title, and interest

in all such intellectual property. MAP agrees that the Company shall be the sole owner of all domestic and foreign patents or other rights

pertaining thereto, and further agrees to execute all documents that the Company reasonably determines to be necessary or convenient for

use in applying for, prosecuting, perfecting, or enforcing patents or other intellectual property rights, including the execution of any

assignments, patent applications, or other documents that the Company may reasonably request. This provision is intended to apply only

to the extent permitted by applicable law.

7.2

Ownership

of Copyrights. MAP agrees that all original works of authorship not otherwise within the scope of Section 7.1 that are conceived or

developed during MAP's engagement with the Company, either alone or jointly with others, if on the Company's time, using the Company's

facilities, or relating to the Company shall be owned exclusively by the Company, and MAP hereby assigns to the Company all of MAP's rights,

title, and interest in all such original works of authorship. MAP agrees that the Company shall be the sole owner of all rights pertaining

thereto, and further agrees to execute all documents that the Company reasonably determines to be necessary or convenient for establishing

in the Company's name the copyright to any such original works of authorship. MAP shall claim no interest in any inventions, copyrighted

material, patents, or patent applications unless MAP demonstrates that any such invention, copyrighted material, patent, or patent application

was developed before he began providing any services for the Company. This provision is intended to apply only to the extent permitted

by applicable law.

7.3

Ownership

of Records. Any written record that MAP may maintain of inventions, discoveries, improvements, trade secrets, formulae, processes,

or know-how, whether or not patentable and whether or not reduced to practice, and any such records relating to original works of authorship

made by MAP, alone or jointly with others, in the course of MAP’s engagement with the Company shall remain the property of the Company.

MAP shall furnish the Company with any and all such records immediately upon request.

7.4

Return

of Company's Property and Materials. Upon termination of MAP's Services with the Company for whatever reason, the Company may elect

that MAP shall promptly deliver to the Company, destroy with written proof of destruction, or permanently erase in a secure manner, all

Company property and materials that are in MAP's possession or control, including all of the information described as Confidential Information

in Section 6.1 of this Agreement and including all other information relating to any inventions, discoveries, improvements, trade secrets,

formulae, processes, know-how, or original works of authorship of the Company. At the request of the Company, MAP shall provide

the Company a written confirmation, confirming the return or destruction of all such information discussed above.

ARTICLE 8

INDEMNIFICATION

8.1

By the

Company. The Company agrees to indemnify and hold harmless MAP with respect to any liability (and actions in respect thereof) incurred

by MAP by virtue of a breach of this Agreement by the Company and any reckless, negligent, fraudulent or intentional misconduct of the

Company or its officers, directors or representatives and shall reimburse MAP for any reasonable and documented legal expenses reasonably

incurred in connection with investigating or defending any such liability or action, provided that the Company shall have the right to

control the defense of any claim giving rise to such liability and no such claim shall be settled without the consent of Company. The

foregoing provisions shall survive termination of this Agreement and any investigation with respect thereto by any party hereto and shall

not apply to any such losses, claims, related expenses, damages or liabilities arising out of or in connection with MAP's willful misconduct,

fraud, negligence or material breach of this Agreement.

8.2

By MAP.

MAP agrees to indemnify and hold harmless the Company (including each of its directors, officers, employees, partners and agents) with

respect to any liability (and actions in respect thereof) incurred by the Company by virtue of a breach of this Agreement by MAP, use

of any unapproved content or divergent content from what the Company approves for dissemination, and any reckless, negligent, fraudulent

or intentional misconduct of MAP and shall reimburse the Company for any reasonable and documented legal expenses reasonably incurred

in connection with investigating or defending any such liability or action. The foregoing provisions shall survive termination of this

Agreement and any investigation with respect thereto by any party hereto and shall not apply to any such losses, claims, related expenses,

damages or liabilities arising out of or in connection with Company's willful misconduct, fraud, negligence or material breach of this

Agreement.

ARTICLE 9

ARBITRATION

Except

for disputes, controversies, or claims or other actions seeking injunctive or equitable relief, which may be brought before any

court having jurisdiction, any controversy, dispute, or claim (“Claim”) arising out of, relating to, or in

connection with this Agreement, whatsoever between MAP and the Company, or any of its affiliated entities or any of its employees,

officers, directors, agents, and representatives of the Company or its affiliated entities, shall be settled by binding arbitration,

at the request of either Party, under the rules of the American Arbitration Association. The arbitrator shall be a retired federal

or state judge with at least ten-year’s experience as a judge. The arbitrator shall apply New York law. The demand for

arbitration must be in writing and made within the applicable statute of limitations period. The arbitration shall take place in New

York, NY. The Parties shall be entitled to conduct reasonable discovery, including conducting depositions and requesting documents.

The arbitrator shall have the authority to resolve discovery disputes, including but not limited to determining what constitutes

reasonable discovery. The arbitrator shall prepare in writing and timely provide to the Parties a decision and award which includes

factual findings and the reasons upon which the decision is based.

The decision

of the arbitrator shall be binding and conclusive on the Parties, except as may otherwise be required by law. Judgment upon the award

rendered by the arbitrator may be entered in any court having proper jurisdiction. Each Party shall bear its own fees and costs incurred

in connection with the arbitration, except that the arbitrator may award attorneys' fees and costs in accordance with applicable law.

Both

the Company and MAP understand and agree that by using arbitration to resolve any Claims between MAP and the Company (or its affiliates)

they waive any right that they may have as between them to a judge or jury trial with regard to those Claims.

ARTICLE 10

MISCELLANEOUS

10.1

Entire

Agreement; Waiver. This Agreement together with any exhibits or schedules attached hereto, including any documents expressly incorporated

into it by the terms of this Agreement, constitutes the entire agreement between the Parties and supersedes all prior oral and written

agreements, understandings, negotiations, and discussions relating to the subject matter of this Agreement. With this Agreement the Parties

rescind any previous agreements or arrangements between themselves. Any supplement, modification, waiver, or termination of this Agreement

is valid only if it is set forth in writing and signed by both Parties. The waiver of any provision of this Agreement shall not constitute

a waiver of any other provisions and, unless otherwise stated, shall not constitute a continuing waiver.

10.2

Amendments.

This Agreement can be modified only by a written instrument executed by MAP and the Company or its successor on behalf of the Company.

10.3

Severable

Provisions. The provisions of this Agreement are separate and distinct, and if any provisions are determined to be unenforceable in

whole or in part, the remaining provisions, and the enforceable parts of any partially unenforceable provisions, shall nevertheless be

enforceable.

10.4

Surviving

Terms. The provisions of Articles 4, 5, 6, 7, 8, 9 and 10 shall survive the Term of this Agreement and the termination of MAP's Services.

10.5

Successors

and Assigns. The Company may assign its rights and delegate its duties under this Agreement. MAP may assign his rights under this

Agreement only with the Company's prior written consent. MAP may not delegate its duties under this Agreement.

10.6

Cooperation.

From and after the termination of MAP's Services to the Company, MAP agrees, upon the Company's request, to reasonably cooperate in any

investigation, litigation, arbitration or regulatory proceeding regarding events that occurred during the time that MAP is retained by

the Company or its affiliates. MAP shall make itself reasonably available to consult with the Company's counsel, to provide information

and to appear to give testimony. The Company will, to the extent permitted by law, reimburse MAP for any reasonable out-of-pocket expenses

that MAP incurs in extending such cooperation, so long as MAP provides the Company with advance written notice of MAP's request for reimbursement

and provides satisfactory documentation of the expenses.

10.7

License

of and Limitations on Use of Content, Name(s) & Likeness. The content, MAP’s name and tradenames, name and likenesses of

MAP principals and all associated content created hereunder will be owned by MAP and its principals, as applicable. Upon receipt of the

compensation due to MAP hereunder, MAP hereby provides a fully-paid, royalty-free, limited duration license to Company to utilize the

content solely and exclusively as set forth on Exhibit A and B hereto. The aforementioned license shall terminate upon termination of

this Agreement.

10.8

Governing

Law. Regardless of the choice of law provisions of New York or of any other jurisdiction, New York law shall in all respects govern

the validity, construction, and interpretation of this Agreement.

10.9

Headings.

Section and subsection headings do not constitute part of this Agreement. They are included solely for convenience and reference,

and they in no way define, limit, or describe the scope of this Agreement or the intent of any of its provisions.

10.10

Notice. Any notice or other communication required or permitted under this Agreement shall be in writing to the addresses set

forth on Exhibit A and shall be deemed to have been given (i) if personally delivered, when so delivered, (ii) if

mailed, two weeks after having been placed in the United States mail, registered or certified, postage prepaid, addressed to the

Party to whom it is directed at the address listed below, (iii) by national overnight delivery service upon receipt, and (iv) if by

email shall be effective only when the recipient, by return or reply email or notice delivered by other method provided for in this

Section 10.10, acknowledges having received that email, upon receipt of an automatic “read receipt” or similar

acknowledgement of the receipt of an email by the sender, or where recipient ‘replies’ to such prior email, including

the body of the prior email in such ‘reply’. In order for a Party to change its address or other information for the

purpose of this section, the Party must first provide notice of that change in the manner required by this section.

10.11

Advice of Counsel. The Parties each agree and represent that they (i) have had advice of counsel of their choosing or had the

opportunity of obtaining advice of counsel, in the negotiation and the preparation of this Agreement, (ii) have read this Agreement,

and (iii) are fully aware of the contents and legal effect of this Agreement.

10.12

Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of

which together shall constitute one and the same instrument. The Company shall not be bound by compensation set forth on Exhibit

A unless such exhibit is initialed by the Company representative signing this Agreement on behalf of the Company.

10.13

Non-Disparagement. Each Party agrees to take no action which is intended or would reasonably be expected, to harm the other

Party or its reputation or which would reasonably be expected to lead to unwarranted or unfavorable publicity to such Party. Such

actions shall include disparaging remarks, comments or statements that impugn the character, honesty, integrity, morality or

business acumen or abilities in connection with any aspect of the operation of the other Party’s business.

IN WITNESS WHEREOF, the Parties have caused this

Agreement to be duly executed by their respective authorized representatives as of the Effective Date.

Z SQUARED INC.

MONETA ADVISORY PARTNERS, LLC

By: /s/ David Halabu

By: /s/ Marc X. LoPresti

Name: David Halabu

Name: Marc X. LoPresti

Title: CEO

Title: Managing Director

EXHIBIT A

Scope

of Services - Venture Evangelism. Capitalized terms used in this Exhibit A shall have the meanings set forth in the Agreement.

In addition to the services set forth on the attached Exhibit B, MAP’s services hereunder will included:

Make MAP’s principals available to attend weekly meetings (virtually or in-person where possible) to discuss strategies for

the effective usage of the services listed below.

ii.

Provide advice and input with respect to the Company’s structure, investment offerings (as well as terms and conditions

thereof) and related materials.

iii.

Serve on ZSQR Advisory Board for one (1) year (Pete or Jon Najarian, Marc X. LoPresti).

iv.

Conduct one (1) interview at the NYSE or the NASDAQ (featuring Jon Najarian) that will be used to create awareness of ZSQR and its

offerings.

The content referenced in the foregoing paragraph may be distributed as follows:

Over social media (Twitter, Instagram, etc.) on MAP (as determined by MAP) and Company-controlled accounts, (including via sponsored

posts and advertising)

In conjunction with the “Rebel’s Edge” program

Email & Social Media campaigns

On the ZSQR Landing Page

vi.

Feature the Company on no less than six (6) episodes of MAP’s affiliate “The Rebels Edge” streaming broadcast

(with associated audiograms and social media promotion thereof).

vii.

Curate one (1) investor-focused private “roadshow” dinner event in NYC or Miami.

viii.

Opportunistically broadcast edited clips of the aforementioned content as interstitial content during live and virtual events.

ix.

Provide opportunistic Broadcast Media Placement (financial news networks) and mention of the Company in recurring media appearances

(in the discretion of MAPs principals and subject to network guidelines).

B. End of Term Date:

January __, 2027

C. Fees & Expenses:

Equity compensation shall be governed exclusively by the milestone-based equity award schedule set forth on Exhibit

D. Broker/Dealer. MAP

is not a Broker/Dealer and will not be acting as one.MAP does not engage in web based, hype promotion. MAP will not discuss

the Company’s stock price (current or projected) in connection with the services described hereunder. MAP and the Company

shall comply in all respects with applicable federal and state securities laws. The Company undertakes and agrees to use its best

efforts to remain compliant in their filings under the Securities Exchange Act of 1934, as amended (the "Exchange

Act").

A-1

E. Disclaimers.

Company understands and agrees that all content created under this Agreement will contain such disclaimers and disclosures as

are necessary under applicable securities laws and shall be reasonably approved by both Parties hereto.

Addresses.

For purposes of notice under this Agreement the addresses of the Company and MAP are as follows:

Company:

Z Squared Inc.

550 South Andrews Avenue Suite 700

Fort Lauderdale, Florida

3330

Attn: David Halabu, CEO

Emai: dh@zsquaredinc.com

MAP:

Moneta Advisory Partners, LLC

235 West Van Buren, Suite 4509

Chicago, IL 60607

Attn: Marc X. LoPresti, CEO

Email:_mxlopresti@idi.group

A-2

EXHIBIT B

Milestone Based Equity Award Schedule

This Exhibit B Milestone Based Equity Award Schedule is

attached to and incorporated into that certain Services Agreement dated January __, 2026, by and between Z Squared Inc. and Moneta Advisory

Partners, LLC.

Capitalized terms used but not defined in this Exhibit

B shall have the meanings set forth in the Agreement.

1. Milestone Based Structure.

Any equity compensation payable to MAP or its affiliates pursuant to the Agreement shall be performance based and earned solely upon

the achievement of the specific milestones set forth in the tables attached hereto as part of this Exhibit B.

2. All or Nothing Vesting. Each

milestone listed herein shall be binary in nature. Upon the achievement of a milestone, one hundred percent of the shares allocated to

such milestone shall vest, subject to the terms of the Agreement. If a milestone is not achieved, no portion of the shares allocated to

such milestone shall vest.

3. Change of Control. Any RSUs

that are unvested as of immediately prior to the effective time of the Change of Control shall become fully vested immediately prior to

the effective time of the Change of Control.

B-1

Milestone Based Equity Award Schedule

This Milestone Based Equity Award Schedule is subject

in all respects to the Services Agreement dated January __, 2026 between Z Squared Inc. and Moneta Advisory Partners, LLC. Capitalized

terms used herein and not defined herein shall have the meanings set forth in the Agreement. Capitalized terms used herein and not

defined herein shall have the meanings set forth in the Services Agreement dated January __, 2026.

The

attached milestone schedule is valid for a strict one-year term("Year 1"). Subsequent grants for the two following years

will be governed by new, mutually agreed-upon milestone schedules to be issued annually.

All

equity awards described herein are subject to the terms of the Services Agreement dated January __, 2026, the Company’s Registration

Statement on Form S 4 declared effective on December 23, 2025, and all applicable federal and state securities laws including Rule 144.

No public resale may occur except in compliance with such requirements.

Achievement

of each performance milestone must be officially verified and certified in writing by the Compensation Committee of the Board of Directors.

B-2

EX-10.4 — INVESTOR RELATIONS CONSULTING AGREEMENT, DATED DECEMBER 8, 2025

EX-10.4

Filename: zsquared_ex1004.htm · Sequence: 5

Exhibit 10.4

New York • Chicago • San Diego • Aliso Viejo

• Austin • Minneapolis • Taipei • São Paulo

www.mzgroup.us

INVESTOR RELATIONS CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (“Agreement”)

is made as of the date last signed below by and between Z Squared, Inc. (hereinafter referred to as the “Company” or “ZSQR”)

and MZHCI, LLC, a MZ Group Company (hereinafter referred collectively as the “Consultant” or “MZHCI”).

EXPLANATORY STATEMENT

The Consultant has investor relations

consulting expertise, and possesses valuable knowledge, and experience in the areas of business finance and corporate investor relations.

The Company desires to retain the Consultant to perform consulting services for the Company under this Agreement.

NOW, THEREFORE, in consideration of

their mutual Agreements and covenants contained herein, and for other valuable consideration, the receipt and sufficiency of which is

hereby acknowledged, and in further consideration of the affixation by the parties of their respective signatures below, the parties agree

as follows:

CONSULTING SERVICES

1.1

MZHCI agrees that commencing on the 8th day of December 2025 (the “Effective Date”), the Consultant will reasonably be available during regular business hours to perform the services set forth in Section I below (the "Services"). The Company shall be responsible for the accuracy and completeness of all data and information provided to MZHCI for purposes of its performance of Services under this Agreement.

1.2

MZHCI shall render services to the Company as an independent contractor, and not as

an employee, an agent, distributor or representative of the other. Neither party shall act or present itself, directly or

indirectly, as an agent of the other or in any manner assume or create any obligation on behalf of, or in the name of, the other.

The Services shall be performed in a manner consistent with generally accepted industry standards, in a professional and workmanlike

manner. ZSQR shall cooperate with Consultant in its performance of Services under this Agreement, including without limitation

providing Consultant with reasonable facilities and timely access to data, information and personnel of ZSQR.

I. SCOPE OF SERVICES,PROGRAMS AND

DELIVERABLES

The following Services shall be performed by MZHCI during

the Term:

MZHCI will develop and implement a stock market support system

for ZSQR with the general objective of expanding awareness in ZSQR among stockbrokers, analysts, and small-cap portfolio/fund managers.

INVESTOR RELATIONS

A. Complete IR audit (including full review of the

investor database, IR website and all investor facing collateral and public documentation)

B. Understand the financials and

all operating metrics of ZSQR in detail, facilitating interactions with new and current investors.

C. Senior account manager and single point of

contact for all investors and streamlining of all communication and IR functionality.

D. Formulate the investment story and outline all

possible pockets of investors by size, vertical, and geographic focus, investment style

E. Develop and update FAQ

F. Investor presentation updates

G. IR website design and hosting

H. Quarterly earnings management (procuring dial-ins,

drafting of release and script, management of call)

I. Press release drafting, input and dissemination J.Facilitate

incoming and outgoing investor/shareholder calls. Screen all parties before allowing communication with management.

K .Shareholder database management and build-out

L. Downstream financial website review to ensure accuracy of all company-specific information M.Management coaching and advice for

Regulation FD best practices relating to media and investor communications

N. Targeted sell-side banking & research

introductions

O. Investor conference targeting, invites and management

P. Roadshows with detailed follow-up

Q. Assist

with planning and coordination of all aspects of analyst days and annual shareholder meetings

R. Assist management with

crisis communications, timely and consistently

S. Provide any relevant advice requested by management of the Company with

respect to public markets and trading dynamic of the stock to help management make the right decisions T.Conduct intermittent

perception studies: contact shareholders/analysts and prospective investors on as needed basis to gather feedback and views of

Company’s health and management’s efficiency and ability to execute vs. expectations

INVESTMENT AWARENESS AND OUTREACH

A. Consultant will use good faith efforts to make

introductions to investors worldwide utilizing a proprietary, robust database:

i. Analysts (both generalists and industry

specialists)

ii. Portfolio

Managers/Institutions

iii. High Net Worth Investors & Family Offices

iv. Financial Publications

FINANCIAL MEDIA

MZHCI will work to coordinate opportunities

that position ZSQR in financial news channels to build and enhance the company’s image among stakeholders. MZ will focus on identifying

and engaging appropriate media to encourage interest in ZSQR’s news, achievements and milestones related to its corporate goals.

Services include:

A. Media training

B. Identification and outreach

to financial media across print, online, broadcast, podcast C.Identification and financial media positioning around industry

developments

D. Creation of financial media facing content

E. FAQ message development to support significant corporate

initiatives

INVESTOR RELATIONS WEBSITE DESIGN AND HOSTING

MZ will design, develop and host a company-specific investor

relations website for ZSQR upon request.

Website features include:

A. Hosting infrastructure with Amazon AWS data center

hosting in the United States.

B. Fully responsive layout structure with customization

of logo, content, map, images and color, following the Brand Identity Manual

C. Top-tier security with https

D. Initial

SEO preparation and URL customization

E. GDPR Compliance – MZ is committed to the General Data Protection Regulation and

protecting Personally Identifiable Information. In additional to the GDPR compliance, our policies and procedures follow the

rigorous controls set out in ISO 27001:2013

F. Automated Feed for regulatory filings and press releases, as needed

G. Easy

to manage CMS for full autonomy

H. 24x7 support team to provide our clients with an outstanding customer experience

II.

TERM

This agreement becomes effective

upon the Effective Date and shall remain effective for a period of four (4) months (the "Initial Term"), unless terminated earlier

as set forth below. Upon expiration of the Initial Term, this agreement shall automatically renew every four (4) months thereafter unless

either party to the other delivers sixty (60) days written notice of termination prior to the end of the then-current term. Notwithstanding

anything to the contrary, MZHCI may terminate this Agreement and cease services if the Company fails to timely pay the Compensation set

forth in Section III below. On any such termination, the Company shall still be obligated to pay the Compensation set forth in Section

III through the remainder of the then current Term.

III.

COMPENSATION

Cash

$*** USD per month

The first month's payment is due immediately and all subsequent

payments are due within fifteen (15) days of each month of service. In the event MZHCI does not receive payment by the 15th day of

each month of service, the Company shall accrue a late charge on the balance outstanding at the lesser of (a) 1 1/2% per month or

(b) the highest rate allowed by law, in each case compounded monthly to the extent allowed by law. At each annual anniversary of

the Effective Date of this Agreement, a 5% COLA (Cost of Living Adjustment) increase will be applied to the cash fee.

Equities

The

Company will issue MZHCI $100,000 worth of restricted Z Squared, Inc. common stock within

sixty (60) days of the signing of the Agreement, valued at the closing price on the Effective

Date of this Agreement.

The

Company will also issue one time performance-based bonuses (“Performance Bonus”)

paid either in cash or common stock at the Companies discretion MZHCI upon completion of

the following milestones during the term of the engagement:

•

30-Day Average Daily Dollar Volume (“Dollar Volume”):

If the Dollar Volume of ZSQR exceeds $1,750,000 USD, the Company will pay MZHCI a Performance

Bonus of $50,000 USD

If the Dollar Volume of ZSQR exceeds $2,600,000 USD, the Company will pay MZHCI a Performance

Bonus of $100,000 USD

If the Dollar Volume of ZSQR exceeds $3,500,000 USD, the Company will pay MZHCI a Performance

Bonus of $150,000 USD

If the Dollar Volume of ZSQR exceeds $5,000,000 USD, the Company will pay MZHCI a Performance

Bonus of $300,000 USD

• New Institutional Shareholders: For each introduction that MZHCI makes resulting

in an investor purchasing ***% or greater of the total shares outstanding of ZSQR (“New

Investors”), the Company will pay MZHCI a Performance Bonus of $*** USD. The New

Investors shall be verified via public filings, such as 13F, 13G or 13D filings, or brokerage

statements for any non-filing shareholders. The position must be held for a minimum of 60

days.

• Sell-Side Analyst Coverage: For each introduction that MZHCI makes which results

in non-paid, institutional research coverage for ZSQR (“Research Coverage”),

the Company will pay MZHCI a Performance Bonus of $*** USD.

•

Tier-1 Financial Media Coverage: If MZ secures Tier-1 Financial Media coverage (“Media

Coverage”), the Company will pay MZHCI a Performance Bonus of *** USD.

For

the avoidance of doubt, Dollar Volume shall be calculated by the average daily trading volume

over the last thirty (30) days, multiplied by the closing price on the day of the calculation.

In addition, Tier-1 financial media coverage will be defined by dedicated coverage in Bloomberg,

The Wall Street Journal, Reuters, Barrons, Forbes, USA Today, or comparable high-profile

national outlets. At the sole discretion of the Company, the Performance Bonuses may be paid

in either cash ($ USD), or restricted common stock, which will be calculated using the closing

price of common stock on the day each respective milestone is achieved. In all instances,

the Performance Bonuses are due to MZHCI within twenty (20) days of achieving each milestone.

The Initial Shares shall be deemed earned, fully paid, and non-forfeitable pursuant to the

terms hereof (without delay) the Company shall post on EDGAR a Form 8-K, 10-Q or 10-K, or

other acceptable SEC filing, reporting on its entry into an Agreement with MZHCI within three

(3) months. In addition, any shares granted for Performance Bonuses shall be deemed earned,

fully paid, and non-forfeitable once each corresponding milestone above is achieved.

Restriction: All shares issued under this Agreement shall be restricted securities

and shall be subject in all respects to the leak out and lock up provisions described in

Section 9 on page F 78 titled Subsequent Events of the Company’s effective Form S4

Registration Statement dated December 23, 2025. No shares issued hereunder may be sold, transferred,

or otherwise disposed of except in full compliance with such provisions and applicable securities

laws.

Required

language: On December 8, 2025, Z Squared, Inc. entered into an investor relations

consulting agreement with MZHCI, LLC.

Expense

Reimbursement

Only expenses that would ordinarily be incurred by the Company

will be billed back on a monthly basis. Applicable reimbursements would include creation, printing, and postage for investor packages,

fees for news wire services. Any packages requiring additional photocopying/ printing will be billed back to the Company at cost

(with no mark-up).

Any extraordinary items, such as broker lunch presentations,

air travel, hotel, ground transportation or media campaigns, etc. shall be paid by the Company.

IV. PRIOR RESTRICTION

MZHCI represents to the Company that

it is not subject to, or bound by, any Agreement which sets forth or contains any provision, the existence or enforcement of which would

in any way restrict or hinder MZHCI from performing the services on behalf of the Company that MZHCI is herein agreeing to perform.

V. ASSIGNMENT

This Agreement may not be assigned

by the Company without the prior written consent of MZHCI. This Agreement may be assigned by MZHCI in the event of a sale of substantially

all of the assets of MZHCI. Subject to the foregoing, the rights and obligations under this Agreement shall inure to the benefit of, and

shall be binding upon, the heirs, legatees, successors, and permitted assigns.

VI. CONFIDENTIALITY

Except as required by law or court

order, MZHCI will keep confidential any trade secrets or confidential or proprietary information of the Company which hereinafter may

become known to MZHCI and MZHCI shall not at any time directly or indirectly disclose or permit to be disclosed any such information to

any person, firm, or corporation or other entity, or use the same in any way other than in connection with the business of the Company

and in any case only with prior written permission of ZSQR. For purposes of this Agreement, “trade secrets or confidential or proprietary

information” includes information unique to or about the Company including but not limited to its business and that is not known

or generally available to the public. It is understood and agreed that MZHCI’s obligations pursuant to this section survive the

termination of this Agreement.

VII. DEFAULT

1. Except

as set forth below in this subparagraph 1, any claim or controversy arising under any of the provisions of this Agreement shall be

determined by arbitration in Orange County, California in accordance with the Commercial Arbitration Rules (or International Dispute

Resolution Procedures if Company is domiciled outside of the United States) of the American Arbitration Association. The decision of

the Arbitrator shall be binding and conclusive upon the parties. Notwithstanding the foregoing in this subparagraph 1, MZHCI may, in

its sole discretion, forego arbitration and commence litigation in the event that the claim(s) to be asserted relate to or involve:

(a) amounts owing by Company to MZHCI under this Agreement; or (b) the need for equitable or injunctive relief. Each party shall pay

its own costs and expenses in any such arbitration. In all cases, this Agreement shall be governed by, and construed in accordance

with, the laws of the State of California, USA, without regard to conflict of law principles. Sole and exclusive venue for any

arbitration or litigation arising under this Agreement shall lie, as appropriate, in the AAA office or the state and federal courts

located in Orange County, California and the Company hereby consents to such jurisdiction. The prevailing party shall be entitled to

reimbursement of all fees and costs incurred, including attorney, filing, travel, and anything reasonably associated with the

arbitration or litigation.

2. MZHCI

warrants that the Services provided by it shall be performed in a professional manner. EXCEPT AS SET FORTH IN THE PRECEDING

SENTENCE, MZHCI MAKES NO REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED OR STATUTORY. In the event of a breach by MZHCI of this

Agreement, the Company’s sole remedy against MZHCI shall be to re-perform the Services in accordance with the warranty.

Notwithstanding the foregoing, in

no event shall the liability of MZHCI, whether by reason of breach of contract, tort (including without limitation negligence), statute

or otherwise exceed the amount of fees paid by the Company under this Agreement. Further, in no event shall MZHCI have any liability for

loss of profits, loss of business, indirect, incidental, consequential, special, punitive, indirect or exemplary damages, even if the

Company has been advised of the possibility of such damages. In furtherance and not in limitation of the foregoing, MZHCI shall not be

liable in respect of any decisions made by the Company as a result of the Services.

3. Since

MZHCI must at all times rely upon the accuracy and completeness of information supplied to it by the Company’s officers,

directors, agents, and employees, the Company agrees to indemnify, reimburse, hold harmless and defend MZHCI, its directors,

officers, agents, and employees at the Company’s expense, against any and all losses, claims, damages, obligations, penalties,

judgments, awards, liabilities, costs, expenses and disbursements (and any and all actions, suits, proceedings and investigations in

respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in

response to a subpoena or otherwise), including, without limitation, the costs, expenses and disbursements, as and when incurred, of

investigating, preparing or defending any such action, suit, proceeding or investigation, directly or indirectly, caused by,

relating to, based upon, arising out of or in connection with this Agreement, including which may arise out of and/or be due to any

material misrepresentation in such information supplied by the Company to MZHCI (or any material omission by the Company that caused

such supplied information to be materially misleading).

4. MZHCI

agrees to indemnify, hold harmless and defend the Company, its officers, directors, employees, and agents from and against any and

all claims, actions, proceedings, losses, liabilities, costs and expenses (including without limitation reasonable attorney’s

fees) incurred by any of them in connection with, as a result of, and or due to any actions or inactions or misstatements by MZHCI,

its officers, agents, or employees regarding or on behalf of the Company whether as a result of the gross negligence or intentional

misconduct in rendering services under this Agreement or otherwise.

VIII.

SEVERABILITY AND REFORMATION

If any provision of this Agreement

is held to be illegal, invalid, or unenforceable under present or future law, invalid or unenforceable provisions were never a part hereof,

and the remaining provisions shall remain in full force and shall not be affected by the illegal, invalid, or unenforceable provision,

or by its severance; but in any such event this Agreement shall be construed to give effect to the severed provision to the extent legally

permissible.

IX.

NOTICES

Any notices required by this Agreement

shall (i) be made in writing and delivered to the party to whom it is addressed by hand delivery, by certified mail, return receipt requested,

with adequate postage prepaid, or by courier delivery service (including major overnight delivery companies such as Federal Express and

UPS), (ii) be deemed given when received, and (iii) in the case of the Company, be mailed to its principal office at ZSquared, Inc., 550 South Andrews Ave. Ste 700, Fort Lauderdale

FL 33301 and in the case of MZHCI, be mailed to MZHCI, LLC, 1200 6th Avenue, Suite 21, Columbus, GA 31901.

MISCELLANEOUS

1. This Agreement may not be amended, except by a

written instrument signed and delivered by each of theparties hereto.

2. This

Agreement constitutes the entire understanding between the parties hereto with respect to the subject matter hereof, and all other

agreements relating to the subject matter hereof are hereby superseded.

3. This Agreement may be executed in any number of

counterparts, each of which shall constitute an original. Signatures delivered via facsimile or electronic transmission shall be

binding upon the party so delivering such a signature, regardless of whether originally executed signatures are subsequently

delivered.

In Witness Whereof, the parties have executed this Consulting

Agreement as of the day and year last written below.

AGREED:

MZHCI, LLC

Z Squared, Inc.

By: /s/ Greg Falesnik

By: /s/ David Halabu

Greg Falesnik, CEO

David

Halabu

Date: 12/23/2025

Date: December 23, 2025

EX-10.5 — MARKETING SERVICES AGREEMENT

EX-10.5

Filename: zsquared_ex1005.htm · Sequence: 6

Exhibit 10.5

Executing a Retail Investor Marketing campaign for Z Squared Inc. Client: Z Squared Inc. Delivered on: 2/24/26 Submitted by: Retail Sparks

OVERVIEW AND GOALS 1 Dear Ryan, In the world of retail investor marketing, the term “proper marketing campaign” has been tossed around so much that it risks becoming a cliché. But here’s the reality: retail investors demand more than buzzwords — they seek transparency, engagement, and value. If we had a Bitcoin for every generic retail investor marketing promise, we’d be crypto tycoons. We are thrilled to present a tailored strategy to engage and captivate retail investors, combining data - driven insights and interactive content. Our retail investor marketing strategy focuses on engaging and educating your audience through interactive content, community - building, and targeted outreach. We will execute a series of initiatives designed to build trust, foster transparency, and drive participation across key platforms. Key deliverables include: • Launch and manage the official Z Squared retail investor subreddit to cultivate a strong and engaged retail shareholder base on Reddit. • Post regular updates across multiple potent retail investing social media communities to reach active retail investor traders and long - term investors. • Host high - impact AMAs and executive interviews across X, YouTube, and Discord, spotlighting Z Squared's milestones, partnerships, and upcoming company updates. • Monthly live sessions hosted on Retail Sparks financial partner networks, connecting Z Squared with tens of thousands of active retail investors on a monthly basis. • Publish due dillegence reports in key retail investor platforms and execute monthly content marketing campaigns that will garner multi - platform visibility across Reddit, X, Stocktwits, and Discord. It has been great speaking with you and we are excited to partner with you to deliver the best results possible moving forward. We are looking forward to discussing next steps with you. Sincerely, Retail Sparks Team

Retail Sparks - Retail Investor Activation Campaign | Z S quared Inc. STRATEGY & TIMELINE The 'Z Squared Inc. Social & Investor Engagement Timeline' below highlights the timeframe per service we are offering. Upon signing the proposal we are prepared to start working as per our timeline below. Campaign Timeline Overview Timeline • Month 1 (March 2026) ◦ Launch ofCcial Z Squared sub - reddit to connect with the Reddit investor community ◦ Host Initial Reddit AMA with Z Squared leadership ◦ Publish the Crst Due Diligence Report ◦ Schedule Crst YouTube and Discord retail investor community interviews with Z Squared leadership ◦ On - going omnichannel clips ampliCcation across Reddit, X, and Stocktwits. • Month 2 (April 2026) ◦ Publish the second Due Diligence Report ◦ Launch Second Reddit AMA / Executive interview ◦ Host Initial Retail Investor Audience facing “X Investor Space” ◦ Host Second YouTube and Discord Retail Investor Analyst interview ◦ Sustained community management and investor education via retail investor group postings ◦ On - going omnichannel clips ampliCcation across Reddit, X, and Stocktwits • Month 3 (May 2026) ◦ Publish third Due Diligence Report ◦ Host third Reddit AMA timed around anticipated commercial or strategic updates ◦ Schedule 2 more retail investor community interviews based on Crst 8 weeks progress ◦ On - going omni channel clips ampliCcation across Reddit, X, and Stocktwits. Full Campaign Overview & Growth Strategy 2

The outline below details the estimated costs for each service we offer. Upon approval and signing of the proposal, we are ready to begin work according to the speciCed schedule. COSTS STRUCTURE Campaign Cost Overview Cost Retail Sparks - Retail Investor Activation Campaign | Z Squared Inc. 3 Services Retainer Package for 3 months $ [***] / month cash $75,000 total equity grant One - time Software and Infrastructure Campaign Activation Setup Fee Waived for Z Squared Team ** Any real time news from Z Squared Inc. will be integrated and disseminated across social media platforms including X, Reddit, Discord, and other investor communities to ensure visibility and engagement. $ $ 5 [ , * 0 ** 0 ] 0

OPERATIONAL AGREEMENT This Marketing Services Agreement (“ Agreement ”) is made and entered into this 2/24/26 (“ Effective Date ”), by and between Fulcrum New Amsterdam LLC (DBA Retail Sparks) , a Wyoming limited liability company (“ Retail ”), and Z Squared Inc. (“ Company ”): Engagement : Company hereby hires Retail as the Company’s marketing agency for the Company’s retail investor outreach campaign (the “ Campaign ”) with the objective of generating retail investor awareness for the Company through any online or offline means, including but not limited to via Reddit, X, Discord, Facebook, Google, social media sites and any other means permissible by law (the “ Services ”). Fees : Retail reserves the right to interrupt the Services if the account becomes past due. This interruption in Services does not relieve. Company of financial responsibility to pay any and all outstanding balances and future fees due, including but not limited to, payment which shall come due for all periods in which Company remains in arrears Term: The term of this Agreement will commence upon the Effective Date and shall continue as mentioned above in the "timeframe" and "cost structure" sections. This contract can be terminated sooner with a 30 day notice in accordance herewith (the “ Term ”). Termination: Either party may terminate this Agreement at any time by delivering written notice of termination to the other party no less than thirty (30) days prior to the effective date of such termination. Effect of Termination: The Company shall pay Retail for all services rendered and work performed up to the effective date of termination. Accordingly, Retail will send to the Company a final bill for the last month of Services prorated by the number of days of Services for the respective month prior to termination. The Company shall pay the invoice within ten (10) days of receipt. Retail Sparks - Retail Investor Activation Campaign | Z Squared Inc. 4

Independent Contractor : The parties agree that Retail will perform the Services as an independent contractor of the Company (not an employee of the Company) for the duration of this Agreement. The Company acknowledges that Retail may engage third - party suppliers and other vendors and subcontractors (“ Subcontractors ”) from time to time to perform the Services. Retail shall supervise such Services and endeavor to guard against any loss to Company as the result of the failure of Subcontractors to properly execute their commitments, but Retail shall not be responsible for their failure, acts, or omissions, except where such failure, acts, or omissions are due to Retail’s negligence or willful misconduct. If the Company enters into arrangements with third - party vendors, subcontractors, or suppliers regarding the provision of materials or services (“ Preferred Suppliers ”) and requests that Retail utilize such Preferred Suppliers in the discharge of the Services hereunder, the Company remains solely responsible for such Preferred Suppliers. Company Responsibilities : The Company agrees to be responsive to Retail’s inquiries, emails and questions. Confidential Information : The Company agrees to hold Retail’s Proprietary or Confidential Information in strict confidence. As used herein, the term “ Proprietary or Confidential Information ” shall include, but is not limited to, written or oral contracts, trade secrets, know - how, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information. Representations and Warranties : Retail represents and warrants that the Services will be performed in a professional manner. Notwithstanding the foregoing, the services are provided on an “as is” and “as available” basis, and Retail expressly disclaims all other warranties, express and implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. Retail makes no warranty of any kind, whether express or implied, with regard to any third - party products, third - party content, or any software, equipment, or hardware obtained from third parties. Indemnification : The Company shall indemnify, defend, and hold harmless Retail, its parents, subsidiaries, and affiliated companies, and its and their respective employees, officers, directors, shareholders, and agents (each an “ Retail Indemnitee ”) from and against any and all losses incurred by an Retail Indemnitee based upon or arising out of any third - party claim, allegation, demand, suit, or proceeding (each, a “ Claim ”) made or brought against any Retail Indemnitee with respect to any advertising, branding, research or other products or services which Retail prepared or performed for the Company hereunder to the extent that such Claim relates, in whole or substantial part, to: (i) the inaccuracy of any information supplied by the Company or its agents to Retail; (ii) the use of any marketing, branding, research, advertising, packaging, trademark, ... Retail Sparks - Retail Investor Activation Campaign | Z Squared Inc. 5

software, hardware or other materials, or components thereof, furnished by the Company or its agents to Retail to be included in any Materials or media placements; (iii) the use of any materials or data provided or created by Retail and changed by the Company or its agents or used in a manner different from that agreed by the parties; (iv) risks or restrictions known by Company where Company nonetheless elected to proceed; (v) the unauthorized or improper use of Materials by the Company, Company’s designees, licensees, distributors, franchisees or Company affiliates; (vi) allegations of patent, trademark or trade dress infringement or any other violation of a patent, trademark or trade dress right; (vii) any material breach of the terms of this Agreement by, or any act of omission of, the Company.or its agents or employees; and (viii) the negligence, gross negligence, bad faith, or intentional or willful misconduct of the Company or its employees, agents or Company affiliates. Limitation of Liability: excluding indemnification obligations or damages arising from breach of a party’s confidentiality obligations, Retail shall not be liable to the company, regardless of the form of action, whether in contract, tort, or otherwise, for any lost profits (excluding direct damages for Retail's anticipated fees), business interruption, or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to this agreement, even if Retail has been advised of the possibility of such damages or liability, nor shall Retail’s aggregate liability for any other damages arising out of this agreement exceed the revenue paid by the company to Retail in accordance with the applicable sow. Governing Law, Jurisdiction, and Venue : This Agreement and the rights of the parties hereunder shall be governed by and interpreted in accordance with the internal laws of the State of Florida, without regard to its conflict of laws rules or choice of law principles. Exclusive jurisdiction and venue for any claims made by either party against the other shall be within the state and federal courts located in Miami, FL. Waiver : The failure of any party to seek redress for violation of or to insist upon the strict performance of any agreement, covenant, or condition of this Agreement shall not constitute a waiver with respect thereto or with respect to any subsequent act. Successors and Assigns : This Agreement shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns. Retail Sparks - Retail Investor Activation Campaign | Z Squared Inc. 6

Severability : Wherever possible each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under any such law, such provision shall be limited to the minimum extent necessary to render the same valid or shall be excised from this Agreement, as the circumstances require, and this Agreement shall be construed as if said provision had been incorporated herein as so limited or as if said provision had not been included herein, as the case may be, and enforced to the maximum extent permitted by law, and the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in order that the transactions contemplated by this Agreement can be consummated as contemplated. Force Majeure : Neither the Company nor Retail shall be liable to the other for any failure, inability, or delay in performing hereunder if caused by any cause beyond the reasonable control of the party so failing, including, without limitation, an Act of God, war, strike, or fire; but due diligence shall be used in curing such cause and in resuming performance. Survival : Provisions of this Agreement, the performance of which by either or both parties, or by their sense and context, are intended to survive, will survive the completion, expiration, termination, or cancellation of this Agreement. Entire Agreement : This Agreement constitutes the entire agreement between Retail and the Company relating to the subject matter hereof and supersedes any prior agreement or understandings between them. This Agreement may not be modified or amended unless such modification or amendment is agreed to by both Retail and the Company in writing. Retail Sparks - Retail Investor Activation Campaign | Z Squared Inc. 7

1. Please read the contract on the previous page to make sure you understand all the details involved with us working together. It’s really important to us that everything is transparent and understood from the beginning so that we lay a solid foundation for a great working relationship. 2. If you have any questions at all, please let us know. We’re happy to clarify any points and there may be some items that we can sort out together. We’re committed to finding the best way to work together. 3. Once you feel confident about everything and are ready to move forward, please click the 'sign here' button below. 4. Sign in the box below to make the acceptance official. 5. Once we receive notification of your acceptance, we’ll contact you shortly to sort out next steps and get the project rolling. 6. We’ll email you a separate copy of the signed contract for your records. NEXT STEPS Retail Sparks 2/24/26 Date David Halabu (Feb 24, 2026 18:35:45 EST) Z Squared Inc. 24/02/26 Date Retail Sparks - Retail Investor Activation Campaign | Z Squared Inc. 8

EX-10.6 — AMENDED AND RESTATED EMPLOYMENT AGREEMENT - HALABU

EX-10.6

Filename: zsquared_ex1006.htm · Sequence: 7

Exhibit 10.6

AMENDED AND RESTATED

EXECUTIVE EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED

EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), dated as of April 27, 2026 (the “A&R Effective

Date”), is made by and between Z SQUARED, INC., a Delaware corporation (together with its successors and assigns, the “Company”),

and David Halabu (the “Executive”), and amends, restates and supersedes in its entirety that certain Executive Employment

Agreement, dated as of March 18, 2025, between the Company and the Executive (the “Prior Agreement”).

WHEREAS, the Company

and the Executive entered into the Prior Agreement, pursuant to which the Executive serves as Chief Executive Officer of the Company on

the terms and conditions set forth therein;

WHEREAS, Section 3(d)

of the Prior Agreement contemplated the grant of an option to purchase 500,000 shares of the Company’s common stock as of the original

Effective Date thereunder, which grant was not in fact made as of such date;

WHEREAS, the Company

and the Executive desire that such option grant be made, and the exercise price thereof be determined, as of the Grant Date (as defined

herein); and

WHEREAS, in connection

with the foregoing, the Company and the Executive desire to amend and restate the Prior Agreement in its entirety on the terms and conditions

set forth herein.

NOW, THEREFORE, in

consideration of the mutual covenants, promises, and obligations set forth herein, and for other good and valuable consideration, the

receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.Employment and Term.

(a)Effective

as of the Effective Date (as defined below), the Company shall employ the Executive, and the Executive accepts such employment by the

Company, upon the terms and conditions set forth herein. For purposes of this Agreement, “Effective Date” means March

18, 2025.

(b)Subject

to the remainder of this Section and the provisions for termination hereinafter provided in Section 5, the term of the Executive’s

employment hereunder shall be from the Effective Date through and including March 18, 2028 (the “Employment Period”).

For the avoidance of doubt, the Employment Period shall not include any Severance Period (as hereinafter defined).

2.Duties.

(a)Throughout

the Employment Period, the Executive shall be the Chief Executive Officer of the Company reporting directly to the Board of Directors

of the Company, and shall have all duties and authorities as customarily exercised by an individual serving in such position in a company

the nature and size of the Company. The Executive shall at all times comply with all written Company policies applicable to him. The Executive

shall undertake such travel as is reasonably required for his duties hereunder.

(b)Throughout

the Employment Period, the Executive shall use his best efforts to perform his duties under this Agreement fully, diligently and faithfully,

and shall use his best efforts to promote the interests of the Company and its subsidiaries and affiliates.

(c)Executive

shall devote substantially all of his business time to the affairs of the Company; provided, however, that anything herein

to the contrary notwithstanding, nothing shall preclude the Executive from (i) with the prior written consent of the Board, which consent

will not be unreasonably withheld or delayed, serving on the boards of directors of other business entities, trade associations and/or

charitable organizations, including, without limitation, the entities where the Executive was serving as a director on the date of this

Agreement, (ii) engaging in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairs,

and (iv) engaging in any other activities approved by the Board; provided that the activities described above do not interfere with the

performance of the Executive’s duties and responsibilities to the Company as provided hereunder.

3.Compensation.

As compensation for his services

to be performed hereunder and for his acceptance of the responsibilities described herein, the Company agrees to pay the Executive, and

the Executive agrees to accept, the following compensation and other benefits:

(a)Base

Salary. Effective as of the Effective Date, and continuing through the end of the Employment Period, the Executive’s Base Salary

shall be a rate of $300,000 per annum, to be paid in periodic installments in accordance with the Company’s customary payroll practices

and applicable wage payment laws. The Compensation Committee of the Board (the “Compensation Committee”) shall periodically

review such Base Salary and may increase or decrease such Base Salary from time to time (but not below the lowest amount set forth herein),

in its sole discretion. After any increase or decrease, the term “Base Salary” shall mean such increased or decreased amount.

(b)Annual

Bonus. In addition to the Base Salary, subject to the approval of the Board, the Executive shall be entitled to an annual bonus in

the form of restricted stock units (RSUs) having a grant date fair market value equal to four times (4x) the Executive’s then-current

Base Salary, which as of the Effective Date equates to $1,200,000. Such RSUs shall vest in equal quarterly installments over a one-year

period from the date of grant, subject to the Executive’s continued employment with the Company on each applicable vesting date.

The RSUs shall otherwise be subject to the terms and conditions of the Company’s equity incentive plan and applicable award agreement(s),

which shall in all cases govern the terms of the award and be incorporated into this Agreement.

(c)Annual

Performance Bonus. Subject to the approval of the Board, the Executive shall be eligible to earn an annual performance-based bonus

comprised of RSUs having a grant date fair market value equal to four times (4x) the Executive’s then-current Base Salary, which

as of the Effective Date equates to $1,200,000, subject to achievement of the following performance condition: the Company must maintain

operational uptime of at least 95% (i.e., 5% or less downtime) during the applicable fiscal year, as determined in good faith by the Board

or the Compensation Committee. If the performance condition is satisfied, such RSUs shall vest in full on the one-year anniversary of

the applicable fiscal year end, subject to the Executive’s continued employment on the vesting date. The RSUs shall otherwise be

governed by the Company’s equity incentive plan and award agreement(s), which shall in all cases govern the terms of the award and

be incorporated into this Agreement.

(d)Stock

Appreciation Bonus. For purposes of this Section 3(d), “Grant Date” means April 27, 2026 or as otherwise set by

the Board or a subcommittee thereto. Subject to the approval of the Board, the Executive shall be granted, as of the Grant Date, an option

to purchase 500,000 shares of the Company’s common stock, at an exercise price equal to the fair market value of the Company’s

common stock on the Grant Date (the “Appreciation Options”). The Appreciation Options shall vest in full upon the date

on which the fair market value of the Company’s common stock increases by fifty percent (50%) above the value on the Grant Date,

as determined by the Board in its reasonable discretion. The Appreciation Options shall remain exercisable for a period of ten (10) years

from the Grant Date, subject to earlier termination in accordance with the terms of the Company’s equity incentive plan and the

applicable award agreement(s), which shall in all cases govern the terms of the award and be incorporated into this Agreement. For the

avoidance of doubt, the parties acknowledge and agree that no option grant was made under the Prior Agreement, and the grant set forth

in this Section 3(d) is the only stock appreciation bonus grant contemplated by this Agreement and the Prior Agreement.

(e)Equity

Awards. The Compensation Committee may, in its sole discretion, grant Executive additional equity awards from time to time under the

Company’s equity incentive plans.

(f)Benefit

Plans. During the Employment Period and as provided in Section 5, the Executive shall be entitled to participate in any and all employee

welfare and health benefit plans (including, but not limited to, life insurance, health and medical, dental and disability plans) and

other employee benefit plans, in effect from time to time, on a basis no less favorable than the basis on which any other senior executive

participates, to the extent consistent with applicable law and the terms of the applicable plan; provided that nothing herein contained

shall be construed as requiring the Company to establish or continue any particular benefit plan in discharge of its obligations hereunder.

(g)Vacation

and Other Benefits. During the Employment Period, the Executive shall be entitled to not less than four weeks of paid vacation during

each calendar year of his employment hereunder and to sick days and other paid time off for religious and personal reasons, in each case

in accordance with the Company’s vacation and paid time off policies and procedures (including with respect to accrual), as in effect

from time to time. The Company shall pay or reimburse all reasonable out-of-pocket business, entertainment and travel expenses incurred

by the Executive during the Employment Period in the performance of his duties and responsibilities, in accordance with this paragraph

and the Company’s expense reimbursement policies and procedures, as in effect from time to time. The Executive shall submit to the

Company periodic statements of all expenses so incurred. Subject to such audits as the Company may deem necessary, the Company shall reimburse

the Executive the full amount of any such expenses advanced by him promptly in the ordinary course. During the Employment Period, the

Executive shall be entitled to such other fringe benefits extended or provided to any other senior executive.

(h)Mobile

Phone. During the Employment Period, the Company shall pay or reimburse Executive for mobile phone expenses, and for up to $1,000

for a down payment and $300 monthly.

(i)Clawback

Provisions. Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation, or any other

compensation, paid to the Executive pursuant to this Agreement or any other agreement or arrangement with the Company which is subject

to recovery under any law, government regulation or stock exchange listing requirement, will be subject to such deductions and clawback

as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted

by the Company pursuant to any such law, government regulation or stock exchange listing requirement).

4.Executive Covenants.

(a)Confidentiality.

During the Employment Period and thereafter, Executive shall keep confidential and not divulge any Confidential Information, or allow

any Confidential Information to be disclosed, published, communicated, or made available, in whole or part, to any person whatsoever.

Except as required in the performance of the Executive’s authorized employment duties to the Company, Executive shall not access

or use any Confidential Information, or copy any documents, records, files, media, or other resources containing any Confidential Information,

or remove any such documents, records, files, media, or other resources from the premises or control of the Company. Nothing herein shall

prevent disclosure of Confidential Information (i) in the course of Executive performing Executive’s duties hereunder or otherwise

complying with this Agreement, (ii) with the Company’s prior written consent; (iii) to the extent that any such information is in

the public domain other than as a result of Executive’s breach of any of his obligations hereunder; or (iv) where required to be

disclosed by law, regulation, stock exchange rule, court order, subpoena or other government process. If Executive shall be required to

make disclosure pursuant to the provisions of clause (iv) of the preceding sentence, Executive promptly, but in no event more than 48

hours after learning of such court order, subpoena or other government process, shall notify the Company in writing (which may be by e-mail)

and, at the Company’s expense, Executive shall: (x) take all reasonably necessary and lawful steps required by the Company to defend

against the enforcement of such court order, subpoena or other government process and (y) permit the Company to intervene and participate

with counsel of its choice in any proceeding relating to the enforcement thereof. “Confidential Information” means

all information concerning the Company not generally known to the public, in spoken, printed, electronic or any other form or medium,

including, without limitation, information relating directly or indirectly to: business processes, practices, methods, research, techniques,

terms of agreements, transactions and potential transactions, know-how, trade secrets, computer programs, databases, data, technologies,

manuals, supplier information, customer information, financial information, employee lists, algorithms, product plans, designs, inventions,

unpublished patent applications, original works of authorship, discoveries, of the Company or its businesses or any existing or prospective

customer, supplier, investor or other associated third party, or of any other person or entity that has entrusted information to the Company

in confidence.

(b)Documents.

All papers, books and records of every kind and description relating to the business and affairs of the Company, its subsidiaries

or its affiliates, whether or not prepared by the Executive are the exclusive property of the Company, and the Executive shall surrender

them to the Company, at any time upon written request of the Board, during or after the Employment Period. Anything to the contrary notwithstanding,

the Executive shall be entitled to retain (i) papers and other materials (including electronic records) of a personal nature, including,

but not limited to, photographs, correspondence, personal diaries, calendars, contact lists and personal files, (ii) information showing

his compensation or relating to reimbursement of expenses, (iii) information that he reasonably believes may be needed for tax purposes

and (iv) copies of plans, programs and agreements relating to his employment, or if applicable, his termination of employment, with the

Company or any of its subsidiaries or affiliates.

(c)Cooperation.

The Executive hereby agrees to provide reasonable cooperation to the Company, its subsidiaries and affiliates during the Employment

Period and, subject to his other personal and business commitments, any Severance Period, in any litigation, regulatory action or similar

proceeding between the Company, its subsidiaries or affiliates, and third parties.

(d)Specific

Performance. The parties agree that the Company shall, in addition to other remedies provided by law, have the right and remedy to

seek to have the provisions of this Section 4 specifically enforced by any court having equity jurisdiction, it being acknowledged and

agreed that any breach or threatened breach by the Executive of the provisions of this Section 4 will cause irreparable injury to the

Company and that money damages will not provide an adequate remedy to the Company. Nothing contained herein shall be construed as prohibiting

the Company from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages from

the Executive.

(e)Non-Disparagement.

The Executive agrees and covenants that he will not at any time make, publish or communicate to any person or entity or in any public

forum any defamatory or disparaging remarks, comments or statements concerning the Company or its businesses, or any of its employees,

officers, and existing and prospective customers, suppliers, investors and other associated third parties. This Section 4(e) does not,

in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement

or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government

agency, provided that such compliance does not exceed that required by the law, regulation or order. The Executive shall promptly provide

written notice of any such order to the Board. The Company agrees and covenants that it shall cause its executive officers and directors

to refrain from making any defamatory or disparaging remarks, comments or statements concerning the Executive to any third parties.

(f)Acknowledgement.

The Executive agrees and acknowledges that (i) as a result of his current and prior employment with the Company, Executive has obtained

and will obtain Confidential Information; (ii) the Company will suffer substantial damage which will be difficult to compute if, during

the Employment Period or thereafter, Executive should divulge or use any Confidential Information; (iii) the scope and period of solicitation

restrictions set forth herein are fair and reasonable and are reasonably required for the protection of the Company and its subsidiaries

and affiliates, and (iv) the obligations and restrictions contained herein are an integral part of the consideration motivating the Company

to enter into this Agreement. It is the intent of the parties that the covenants contained herein will be enforced to the fullest extent

permissible under applicable law. If any particular covenant or portion of these covenants is adjudicated to be invalid or unenforceable,

these covenants will be deemed amended to revise that provision or portion hereof to the minimum extent necessary to render it enforceable.

Such amendment will apply only with respect to the operation of these covenants in the particular jurisdiction in which such adjudication

was made.

5.Termination of Employment

Period.

(a)Termination

Upon Death. If the Executive dies during the Employment Period, the Employment Period and the Executive's employment hereunder shall

automatically terminate. The Executive’s designated beneficiaries (or Executive’s estate in the absence of any surviving designated

beneficiary) shall be entitled to receive, and the Company shall have no obligation pursuant to this Agreement or otherwise except for,

(i) Base Salary through the date of termination in accordance with Section 3(a), (ii) any Annual Performance Bonus earned but not yet

paid in accordance with Section 3(b), (iii) reimbursement for business expenses properly incurred by the Executive in accordance with

Section 3(g), and (iv) payment for accrued but unused vacation, and (v) Base Salary for the period commencing on the date of termination

and ending on the expiration of the Initial Period or the then-current Extension Period (the “Remaining Contract Period”)

in accordance with Section 3(a). In addition, the Executive’s designated beneficiary or estate shall be entitled to any other rights,

benefits or entitlements in accordance with any applicable plan, policy, program, arrangement of, or other agreement with, the Company

or any of its subsidiaries or affiliates, other than amounts in the nature of severance or termination payments except as provided herein.

(b)Termination

Upon Disability. If the Executive is deemed to have a Disability (as defined below) during the Employment Period, the Employment Period

and the Executive's employment hereunder may be terminated by the Company, immediately upon written notice to the Executive. The Executive

shall be entitled to receive, and the Company shall have no obligation pursuant to this Agreement or otherwise except for, (i) Base Salary

through the date of termination in accordance with Section 3(a), (ii) any Annual Performance Bonus earned but not yet paid in accordance

with Section 3(b), (iii) reimbursement for business expenses properly incurred by the Executive in accordance with Section 3(g), and (iv)

payment for accrued but unused vacation. The Company shall maintain, at its cost and expense, a disability insurance policy providing

for payment in lieu of compensation for services with coverage customary for similarly situated executive officers. In addition, the Executive

shall be entitled to any other rights, benefits or entitlements in accordance with any applicable plan, policy, program, arrangement of,

or other agreement with, the Company or any of its subsidiaries or affiliates, other than amounts in the nature of severance or termination

payments except as provided herein.

(c)Termination

by the Company for Cause or by the Executive without Good Reason. The Employment Period and the Executive's employment hereunder may

be terminated by the Company for Cause (as defined below), immediately upon written notice to the Executive, or by the Executive without

Good Reason (as defined below), upon not less than thirty (30) days’ written notice to the Company. The Executive shall be entitled

to receive, and the Company shall have no obligation pursuant to this Agreement or otherwise except for, (i) Base Salary through the date

of termination in accordance with Section 3(a), (ii) reimbursement for business expenses properly incurred by the Executive in accordance

with Section 3(g), and (iii) payment for accrued but unused vacation required by law to be paid as well as unpaid bonuses.

(d)Termination

by the Company without Cause or by Executive for Good Reason. The Employment Period and the Executive's employment hereunder may be

terminated by the Company without Cause, upon not less than thirty (30) days’ written notice to the Executive, or by the Executive

with Good Reason, upon not less than thirty (30) days’ written notice to the Company. The Executive shall be entitled to receive,

and the Company shall have no obligation pursuant to this Agreement or otherwise except for, (i) Base Salary through the date of termination

in accordance with Section 3(a), (ii) any Annual Performance Bonus earned but not yet paid in accordance with Section 3(b), (iii) reimbursement

for business expenses properly incurred by the Executive in accordance with Section 3(g), (iv) payment for accrued but unused vacation,

and (v) subject to (A) the Executive having executed a general release and waiver in a form reasonably satisfactory to the Company and

such general release and waiver having become effective, (B) the Executive complying with the covenants set forth in Section 4, the Base

Salary then in effect for a severance period commencing upon the date of termination and ending three (3) months thereafter (such period,

the “Severance Period”) in accordance with Section 3(a). In addition, the Executive shall be entitled to any other

rights, benefits or entitlements in accordance with any applicable plan, policy, program, arrangement of, or other agreement with, the

Company or any of its subsidiaries or affiliates, other than amounts in the nature of severance or termination payments except as provided

herein. If the Executive dies during any Severance Period during which he is entitled to benefits pursuant to this Section, his designated

beneficiaries (or his estate in the absence of any surviving designated beneficiary) shall continue to receive the compensation and benefits

that the Executive would have otherwise received during the remainder of the Severance Period.

(e)Termination

Upon a Change in Control. If within twelve (12) months after a Change in Control, the Employment Period and the Executive's employment

hereunder are terminated by the Company without Cause or by the Executive for Good Reason pursuant to Section 5(d), in lieu of the amounts

due under clause (v) of Section 5(d), subject to (A) the Executive having executed a general release and waiver in a form reasonably satisfactory

to the Company and such general release and waiver having become effective, (B) the Executive having resigned from the Board, and (C)

the Executive complying with the covenants set forth in Section 4, the Company shall pay the Executive in cash an amount equal to twelve

(12) months of the Base Salary of the Executive then in effect, in a lump sum to be paid as soon as practicable following the effective

date of such general release and waiver (but in no event later than thirty (30) days following such date).

(f)Disability.

For purposes of this Agreement, “Disability” shall mean mental or physical impairment or incapacity rendering the

Executive substantially unable to perform his duties under this Agreement for more than 180 days out of any 365-day period during the

Employment Period. A determination of Disability shall be made by the Compensation Committee in its reasonable discretion. Any question

as to the existence of the Executive's Disability as to which the Executive and the Company cannot agree shall be determined in writing

by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree

as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make

such determination in writing.

(g)Cause.

For purposes of this Agreement, “Cause” shall occur upon:

(i)the

Executive having willfully failed to perform his duties under this Agreement (other than any such failure reasonably related to Executive’s

physical or mental illness);

(ii)the

Executive having willfully failed to comply after a written warning to the Executive with a reasonable period of time to comply with any

valid and legal directive of the Board clearly documented in the Board minutes;

(iii)the

Executive’s having materially breached or violated any obligation under this Agreement (where “material” shall include,

but not be limited to, a breach of the Executive’s covenants set forth in Section 4), or any other written agreement between the

Executive and the Company, or any of the Company’s written policies or codes of conduct;

(iv)the

Executive having willfully exposed the Company to criminal liability substantially caused by the Executive which results in a material

adverse effect on the business, financial condition or results of operations of the Company;

(v)the

Executive having engaged in dishonesty, illegal conduct, misconduct or gross negligence related to the Executive’s employment with

the Company (where “dishonest” shall include, but not be limited to, Executive’s knowingly or recklessly making a material

misstatement or omission for Executive’s personal benefit);

(vi)the

Executive having engaged in embezzlement, misappropriation, or fraud, whether or not related to the Executive’s employment with

the Company; or

(vii)the

Executive having been convicted of or entered a plea of nolo contendere with respect to a criminal offense constituting a felony (or state

law equivalent).

For purposes of the foregoing,

no act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done,

by the Executive with the reasonable belief that the Executive’s action or omission was not in the best interests of the Company.

Any act or failure to act that is expressly authorized by the Board pursuant to a resolution duly adopted by the Board, or pursuant to

the written advice of counsel for the Company, shall be conclusively presumed to be done, or omitted to be done, by the Executive in the

best interests of the Company. Termination of the Executive’s employment shall not be deemed to be for Cause unless and until the

Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the Board,

finding that an event described in any of clauses (i)-(vii) above has occurred. Except for such an event which, by its nature, cannot

reasonably be expected to be cured, the Executive shall have twenty (20) business days from the delivery of such resolution by the Company

within which to cure any events constituting Cause. The Company may place the Executive on paid leave for up to sixty (60) days while

it is determining whether there is a basis to terminate the Executive’s employment for Cause. Any such action by the Company will

not constitute Good Reason.

(h)Good

Reason. For purposes of this Agreement, “Good Reason” shall occur upon:

(i)a

material diminution of the Executive’s duties and responsibilities provided in Section 2 (other than temporarily while the Executive

is physically or mentally incapacitated or as required by applicable law), including, without limitation, the removal of the Executive

as the Chief Executive Officer of the Company;

(ii)a

material increase of Executive’s duties and responsibilities provided in Section 2, of permanent, significant and/or indefinite

duration or anticipated to be of permanent, significant and/or indefinite duration, without a mutually agreed upon material increase in

compensation detailed in Section 3;

(iii)a

material reduction of Base Salary (other than a general reduction in Base Salary that affects all similarly situated executives in substantially

the same proportions);

(iv)a

material breach of this Agreement by the Company; or

(v)the

failure of a successor to all or substantially all of the Company’s business and/or assets to promptly assume and continue the Company’s

obligations under this Agreement, whether contractually or as a matter of law, within fifteen (15) days of such transaction;

provided, however,

Good Reason shall only be deemed to occur if the Executive gives the Company notice that an event described in any of clauses (i)-(v)

above has occurred, and the Company does not cure the event constituting Good Reason within forty five (45) days following such notice.

(i)Change

in Control. For purposes of this Agreement, a “Change in Control” shall occur if or upon the occurrence of:

(i)any

“person” (as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934 (the “Exchange Act”)

and as used in Section 13(d)(3) and 14(d)(2) of the Exchange Act), is or becomes, after the Effective Date, a “beneficial owner”

(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities representing 50% or more of the combined voting

power of the Company’s outstanding securities eligible to vote for election of directors of the Company;

(ii)the

individuals who, as of the Effective Date of this Agreement, are members of the Board (the “Incumbent Board”), cease for any

reason to constitute at least two-thirds of the Incumbent Board; provided, however, that if either the election of any new director or

the nomination for election of any new director was approved by a vote of more than two-thirds of the Incumbent Board, such new director

shall be considered as a member of the Incumbent Board; provided further, however, that no individual shall be considered a member of

the Incumbent Board if such individual initially assumed office as a result of either an actual or threatened “Election Contest”

(as described in Rule 14a-11 promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by

or on behalf of a Person other than the Board (a “Proxy Contest”), including by reason of any agreement intended to avoid

or settle any Election Contest or Proxy Contest; or

(iii)consummation

of a reorganization, merger or consolidation, sale, disposition of all or substantially all of the assets or stock or any other similar

corporate event of the Company (a “Business Combination”), in each case, unless following such Business Combination, (a) all

or substantially all of the individuals or entities who were the beneficial owners, respectively, of the Company voting stock entitled

to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly,

more than 50% of, respectively, the then outstanding voting securities entitled to vote generally in the election of directors, as the

case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result

of such transaction owns the Company’s stock or all or substantially all of its assets either directly or through one or more subsidiaries)

(the “Surviving Corporation”) and (b) the individuals who were members of the Incumbent Board immediately prior to the execution

of the agreement providing for the Business Combination constitute at least a majority of the members of the Board of Directors of the

relevant Surviving Corporation.

(j)Timing

of Payments and Section 409A of the Code. This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986,

as amended (the “Code”) or an exemption thereto, and, to the extent necessary in order to avoid the imposition of an additional

tax on the Executive under Section 409A of the Code, payments may only be made under this Agreement upon an event and in a manner permitted

by Section 409A of the Code. As such, notwithstanding anything to the contrary in this Agreement or elsewhere, if the Executive is a “specified

employee” as determined pursuant to Section 409A (“Section 409A”) of the Code as of the date of his “separation

from service” (within the meaning of Final Treasury Regulation 1.409A-1(h)) and if any payment or benefit provided for in this Agreement

or otherwise both (x) constitutes a “deferral of compensation” within the meaning of Section 409A and (y) cannot be paid or

provided in the manner otherwise provided without subjecting the Executive to “additional tax”, interest or penalties under

Section 409A, then any such payment or benefit that is payable during the first six months following his “separation from service”

shall be paid or provided to the Executive in a cash lump-sum, with interest at LIBOR, on the first business day of the seventh calendar

month following the month in which his “separation from service” occurs. If the Executive dies during the 6-month period prior

to the payment of benefits, the amounts the payment of which is deferred on account of Section 409A of the Code shall be paid to the personal

representative of the Executive’s estate within 60 calendar days after the date of the death. In addition, any payment or benefit

due upon a termination of his employment that represents a “deferral of compensation” within the meaning of Section 409A,

to the extent necessary in order to avoid the imposition of any additional tax on the Executive under Section 409A of the Code, shall

only be paid or provided to the Executive upon a “separation from service”. Notwithstanding anything to the contrary in this

Agreement or elsewhere, any payment or benefit under this Agreement that is exempt from Section 409A pursuant to Final Treasury Regulation

1.409A-1(b)(9)(v)(A) or (C) shall be paid or provided to the Executive only to the extent that the expenses are not incurred, or the benefits

are not provided, beyond the last day of his second taxable year following his taxable year in which the “separation from service”

occurs. Finally, for the purposes of this Agreement, amounts payable under this Agreement shall be deemed not to be a “deferral

of compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation Sections 1.409A-1(b)(4)

(“short-term deferrals”) and (b)(9) (“separation pay plans”), including the exception under subparagraph (iii))

and other applicable provisions of Treasury Regulation Section 1.409A-1 through A-6. Each payment under this Agreement shall be treated

as a separate identified payment for purposes of Section 409A. With respect to any reimbursement of expenses of, or any provision of in-kind

benefits to, the Executive, as specified under this Agreement, that constitute “deferral of compensation” subject to Section

409A, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (a) the expenses eligible

for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement

or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the

reimbursement of expenses referred to in Section 105(b) of the Code; (b) the reimbursement of an eligible expense shall be made no later

than the end of the year after the year in which such expense was incurred; and (c) the right to reimbursement or in-kind benefits shall

not be subject to liquidation or exchange for another benefit. The Executive and the Company agree to work together in good faith to consider

amendments to this Agreement and to take such reasonable actions as are necessary, appropriate or desirable to avoid imposition of any

additional tax or income recognition prior to actual payment to the Executive under Section 409A of the Code. In no event will the Company

reimburse the Executive for any taxes that may be imposed as result of Section 409A of the Code.

(k)Health

Continuation Coverage. If the Employment Period and Executive’s employment hereunder are terminated pursuant to Sections 5(a),

5(b) or 5(d) and the Executive (or the Executive’s designated beneficiaries or estate) properly and timely elects health continuation

coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall reimburse the Executive

for the monthly COBRA premium paid by the Executive (or the Executive’s designated beneficiaries or estate) for the Executive and/or

the Executive’s dependents until the earlier of (i) the end of the Remaining Contract Period (in the case of a termination pursuant

to Sections 5(a) or 5(b)) or the end of the Severance Period (in the case of termination pursuant to Section 5(d)), (ii) the date Executive

and/or Executive’s dependents are no longer eligible to receive COBRA continuation coverage, and (iii) the date on which the Executive

and/or Executive’s dependents become eligible to receive substantially similar coverage from another employer. Any reimbursement

for COBRA premiums shall be paid to the Executive (or the Executive’s designated beneficiaries or estate) on the first (1st) business

day of the month immediately following the month in which the Executive (or the Executive’s designated beneficiaries or estate)

timely remits the premium payment. Notwithstanding anything herein to the contrary, if the Company’s reimbursement of COBRA premiums

would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the “ACA”),

or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder, the parties agree

to reform such obligation in a manner as is necessary to comply with the ACA.

6.No Mitigation of Damages;

No Offset.

In the event the employment

of the Executive under this Agreement is terminated for any reason, the Executive shall not be required to seek other employment so as

to minimize any obligation of the Company to compensate him for any damages he may suffer by reason of such termination. In addition,

except as expressly set forth herein, the Company or any of its subsidiaries or affiliates shall not have a right of offset against any

payments due to the Executive under this Agreement on account of any remuneration the Executive receives from subsequent employment.

7.Insurance.

The Company agrees to maintain

for the Executive a directors’ and officers’ liability insurance policy not less favorable than any policy that the Company

or any subsidiary or affiliate thereof maintains for its directors and executive officers in general for a period of at least six years

following the termination of the Executive’s employment.

8.Section 280G of the

Code.

If any payment or benefit

under this Agreement or otherwise (the “Payments”) constitutes an “excess parachute payment” within the

meaning of Section 280G of the Code, which would be subject (in whole or part) to the excise tax imposed under Section 4999 of the Code,

the Payments shall be reduced so that no part of such Payments constitutes an excess parachute payment; provided, however,

that such reduction shall occur if and only if the net after-tax payment to the Executive after the reduction is greater than the net

after-tax payment without such reduction. For purposes of this Section 8, the Executive shall be deemed subject to the highest rate with

respect to any applicable taxes. In their determinations with respect to this Section 8, the Company and the Executive may rely on the

calculations and analysis by a recognized national accounting firm that the Executive shall have the right to appoint from the three choices

amongst such accounting firms provided by the Company. The Company shall name the three national accounting firms for the Executive to

select promptly and without delay. Any fees and expenses charged by such accounting firm with respect to calculations and analysis hereunder

shall be the obligation of and paid by the Company as they come due, promptly and without delay. All other reasonable costs, fees and

expenses with respect to the subject matter described in this Section 8, including those incurred to retain legal counsel for the Executive

shall be borne by the Company.

9.No Conflicting Agreements.

As of the date of this Agreement,

the Executive hereby represents and warrants to the Company that his entering into this Agreement, and the obligations and duties undertaken

by him hereunder, will not conflict with, constitute a breach of, or otherwise violate the terms of any other employment or other written

agreement to which he is a party. The Company represents and warrants that it is a corporation duly organized and existing under the laws

of the State of Delaware and that execution and delivery of this Agreement has been duly authorized by all necessary corporate action.

10.Assignment.

(a)By

the Executive. This Agreement and any obligations hereunder shall not be assigned, pledged, alienated, sold, attached, encumbered

or transferred in any way by the Executive and any attempt to do so shall be void. Notwithstanding the foregoing, the Executive may transfer

his rights and entitlements to compensation and benefits under this Agreement or otherwise pursuant to will, operation of law or in accordance

with any applicable plan, policy, program, arrangement of, or other agreement with, the Company or any of its subsidiaries or affiliates.

(b)By

the Company. Provided the substance of the Executive’s duties set forth in Section 2 shall not change, and provided that the

Executive’s compensation as set forth in Section 3 shall not be adversely affected, the Company may assign or transfer its rights

and obligations under this Agreement, provided that the assignee or transferee is the successor to all or substantially all of the assets

of the Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company, as contained in this Agreement,

either contractually or as a matter of law.

(c)This

Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, heirs (in the case of the Executive)

and assigns.

11.Arbitration.

Any controversy or claim arising

out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in Miami, Florida before a panel of three

arbitrators in accordance with the Commercial Arbitration Rules of the American Arbitration Association then pertaining. In any such arbitration,

one arbitrator shall be selected by each of the parties, and the third arbitrator shall be selected by the first two arbitrators. The

arbitration award shall be final and binding upon the parties and judgment thereon may be entered in any court having jurisdiction thereof.

The arbitrators shall be deemed to possess the powers to issue mandatory orders and restraining orders in connection with such arbitration;

provided, however, that nothing in this Section 11 shall be construed so as to deny the Company the right and power to seek

injunctive relief in a court of equity for any breach or threatened breach of the Executive of any of his covenants contained in Section

12.Notices.

All notices, requests, demands

and other communications hereunder must be in writing and shall be deemed to have been duly given (i) when delivered personally to the

party to receive the same, (ii) when mailed first class postage prepaid, by certified mail, return receipt requested, or (iii) when transmitted

by electronic mail, in each case addressed to the party to receive the same at his or its address set forth below, or such other address

as the party to receive the same shall have specified by written notice given in the manner provided for in this Section 12:

If to the Company: Z Squared Inc.

550 South Andrews

Ave. Ste #700

Fort Lauderdale, FL

33301

Email: ifor@zsquaredinc.com

Attn: Board of Directors

If to the Executive: To the most recent

home address as indicated in the Company’s records

With a copy to: Zarif Law Group P.C.

808 Springwood Avenue

Email: mzarif@zariflg.com

Attn: Morris C. Zarif,

Esq.

13.Miscellaneous.

(a)If

any provision of this Agreement shall, for any reason, be adjudicated by any court of competent jurisdiction to be invalid or unenforceable,

such judgment shall not effect, impair or invalidate the remainder of this Agreement but shall be confined in its operation to the jurisdiction

in which made and to the provisions of this Agreement directly involved in the controversy in which such judgment shall have been rendered.

(b)No

course of dealing and no delay on the part of any party hereto in exercising any right, power or remedy under or relating to this Agreement

shall operate as a waiver thereof or otherwise prejudice such party’s rights, power and remedies. No single or partial exercise

of any rights, powers or remedies under or relating to this Agreement shall preclude any other or further exercise thereof or the exercise

of any other right, power or remedy.

(c)This

Agreement may be executed by the parties hereto in counterparts, each of which shall be deemed to be an original, but all such counterparts

shall together constitute one and the same instrument, and all signatures need not appear on any one counterpart. Electronic or digital

signatures shall be deemed valid and binding to the same extent as original signatures.

(d)All

payments required to be made to the Executive by the Company hereunder shall be subject to any applicable withholding under any applicable

Federal, state, or local tax laws. Any such withholding shall be based upon the most recent form W-4 filed by the Executive with the Company,

and the Executive may from time to time revise such filing.

(e)This

Agreement embodies the entire understanding, and supersedes all other oral or written agreements or understandings, between the parties

regarding the subject matter hereof (including, without limitation, the Prior Agreement, which is hereby superseded in its entirety as

of the A&R Effective Date), but excluding, to the extent not expressly modified by the provisions of this Agreement, any outstanding

equity award agreements, any nondisclosed agreement, any “work for hire” or intellectual property assignment agreement and

any indemnification agreement. No change, alteration or modification hereof may be made except in writing signed by both parties hereto.

Any waiver to be effective must be in writing, specifically referencing the provision of this Agreement being waived and signed by the

party against whom enforcement is being sought. Except as otherwise expressly provided herein, there are no other restrictions or limitations

on the Executive’s activities following termination of employment. The headings in this Agreement are for convenience of reference

only and shall not be considered part of this Agreement or limit or otherwise affect the meaning hereof.

(f)This

Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the laws of the

State of Delaware (disregarding any choice of law rules which might look to the laws of any other jurisdiction).

(g)Except

as otherwise expressly set forth in this Agreement, upon the termination or expiration of the Employment Period, the respective rights

and obligations of the parties shall survive such termination or expiration to the extent necessary to carry out the intentions of the

parties as embodied under this Agreement. This Agreement shall continue in effect until there are no further rights or obligations of

the parties outstanding hereunder and shall not be terminated by either party without the express prior written consent of both parties.

[Signature Page Follows]

[Signature Page to Amended and Restated Executive

Employment Agreement]

IN WITNESS WHEREOF, the parties hereto have executed

and delivered this Agreement as of the day and year first written above.

Z SQUARED, INC.

By: ___________________________________________

Name: _________________________________________

Title: Authorized Signatory

Date: April 27, 2026

EXECUTIVE

By:_________________________________________

Name: David Halabu

Title: Chief Executive Officer

Date: April 27, 2026

EX-10.7 — AMENDED AND RESTATED EMPLOYMENT AGREEMENT - COGLEY

EX-10.7

Filename: zsquared_ex1007.htm · Sequence: 8

Exhibit 10.7

AMENDED AND RESTATED

EXECUTIVE EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED

EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), dated as of April 27, 2026 (the “A&R Effective

Date”), is made by and between Z SQUARED, INC., a Delaware corporation (together with its successors and assigns, the “Company”),

and Brian Cogley (the “Executive”), and amends, restates and supersedes in its entirety that certain Executive Employment

Agreement, dated as of June 11, 2025, between the Company and the Executive, as amended by that certain First Amendment to Executive Employment

Agreement, dated as of April 3, 2026 (collectively, the “Prior Agreement”).

WHEREAS, the Company

and the Executive entered into the Prior Agreement, pursuant to which the Executive serves as Chief Financial Officer of the Company on

the terms and conditions set forth therein;

WHEREAS, in connection

with the foregoing, the Company and the Executive desire to amend and restate the Prior Agreement in its entirety on the terms and conditions

set forth herein.

NOW, THEREFORE, in

consideration of the mutual covenants, promises, and obligations set forth herein, and for other good and valuable consideration, the

receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.Employment and Term.

(a)Effective

as of the Effective Date (as defined below), the Company shall employ the Executive, and the Executive accepts such employment by the

Company, upon the terms and conditions set forth herein. For purposes of this Agreement, “Effective Date” means June

11, 2025.

(b)Subject

to the remainder of this Section and the provisions for termination hereinafter provided in Section 5, the term of the Executive’s

employment hereunder shall be from the Effective Date through and including June 11, 2028 (the “Employment Period”).

For the avoidance of doubt, the Employment Period shall not include any Severance Period (as hereinafter defined).

2.Duties.

(a)Throughout

the Employment Period, the Executive shall be the Chief Financial Officer of the Company reporting directly to the Chief Executive Officer

of the Company, and shall have all duties and authorities as customarily exercised by an individual serving in such position in a company

the nature and size of the Company. The Executive shall at all times comply with all written Company policies applicable to him. The Executive

shall undertake such travel as is reasonably required for his duties hereunder.

(b)Throughout

the Employment Period, the Executive shall use his best efforts to perform his duties under this Agreement fully, diligently and faithfully,

and shall use his best efforts to promote the interests of the Company and its subsidiaries and affiliates.

(c)Executive

shall devote substantially all of his business time to the affairs of the Company; provided, however, that anything herein

to the contrary notwithstanding, nothing shall preclude the Executive from (i) with the prior written consent of the Board, which consent

will not be unreasonably withheld or delayed, serving on the boards of directors of other business entities, trade associations and/or

charitable organizations, including, without limitation, the entities where the Executive was serving as a director on the date of this

Agreement, (ii) engaging in charitable activities and community affairs, (iii) managing his personal and/or family investments and affairs,

and (iv) engaging in any other activities approved by the Board; provided that the activities described above do not interfere with the

performance of the Executive’s duties and responsibilities to the Company as provided hereunder.

3.Compensation.

As compensation for his services

to be performed hereunder and for his acceptance of the responsibilities described herein, the Company agrees to pay the Executive, and

the Executive agrees to accept, the following compensation and other benefits:

(a)Base

Salary. Effective as of the Effective Date, and continuing through the end of fiscal year 2025, the Executive’s Base Salary

shall be a rate of $180,000 per annum, to be paid in periodic installments in accordance with the Company’s customary payroll practices

and applicable wage payment laws. As of January 1, 2026, the Executive’s Base Salary shall be a rate of $250,000 per annum, to be

paid in periodic installments in accordance with the Company’s customary payroll practices and applicable wage payment laws. The

Compensation Committee of the Board (the “Compensation Committee”) shall periodically review such Base Salary and may

increase or decrease such Base Salary from time to time (but not below the lowest amount set forth herein), in its sole discretion. After

any increase or decrease, the term “Base Salary” shall mean such increased or decreased amount.

(b)Annual

Bonus. In addition to the Base Salary, subject to the approval of the Board, the Executive shall be entitled to an annual bonus in

the form of restricted stock units (RSUs) having a grant date fair market value equal to one times (1x) the Executive’s then-current

Base Salary, which equates to $250,000 based on the current Base Salary. Such RSUs shall vest in equal quarterly installments over a one-year

period from the date of grant, subject to the Executive’s continued employment with the Company on each applicable vesting date.

The RSUs shall otherwise be subject to the terms and conditions of the Company’s equity incentive plan and applicable award agreement(s),

which shall in all cases govern the terms of the award and be incorporated into this Agreement.

(c)Stock

Appreciation Bonus. For purposes of this Section 3(c), “Grant Date” means April 27, 2026 or such other date as

the board or any committee thereof may approve. Subject to the approval of the Board, the Executive shall be granted, as of the Grant

Date, an option to purchase 100,000 shares of the Company’s common stock, at an exercise price equal to the fair market value of

the Company’s common stock on the Grant Date (the “Appreciation Options”). The Appreciation Options shall vest

in full upon the date on which the fair market value of the Company’s common stock increases by fifty percent (50%) above the value

on the Grant Date, as determined by the Board in its reasonable discretion. The Appreciation Options shall remain exercisable for a period

of ten (10) years from the Grant Date, subject to earlier termination in accordance with the terms of the Company’s equity incentive

plan and the applicable award agreement(s), which shall in all cases govern the terms of the award and be incorporated into this Agreement.

For the avoidance of doubt, the parties acknowledge and agree that no option grant was made under the Prior Agreement, and the grant set

forth in this Section 3(c) is the only stock appreciation bonus grant contemplated by this Agreement and the Prior Agreement.

(d)Equity

Awards. The Compensation Committee may, in its sole discretion, grant Executive additional equity awards from time to time under the

Company’s equity incentive plans.

(e)Benefit

Plans. During the Employment Period and as provided in Section 5, the Executive shall be entitled to participate in any and all employee

welfare and health benefit plans (including, but not limited to, life insurance, health and medical, dental and disability plans) and

other employee benefit plans, in effect from time to time, on a basis no less favorable than the basis on which any other senior executive

participates, to the extent consistent with applicable law and the terms of the applicable plan; provided that nothing herein contained

shall be construed as requiring the Company to establish or continue any particular benefit plan in discharge of its obligations hereunder.

(f)Vacation