Form 8-K

8-K — Streamex Corp.

Accession: 0001493152-26-021131

Filed: 2026-05-04

Period: 2026-04-28

CIK: 0001530766

SIC: 3845 (ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS)

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

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

EX-10.3 (ex10-3.htm)

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8-K

8-K (Primary)

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0001530766

2026-04-28

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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 28, 2026

STREAMEX

CORP.

(Exact

name of registrant as specified in its charter)

Delaware

001-38659

26-4333375

(State

or other jurisdiction

(Commission

(IRS

Employer

incorporation)

File

Number)

Identification

No.)

2431

Aloma Avenue, Suite 243

Winter

Park, Florida

32792

(Address

of principal executive offices)

(Zip

Code)

(203)

409-5444

(Registrant’s

telephone number, including area code)

N/A

(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 exchange on which registered

Common

Stock, par value $0.001 per share

STEX

The

Nasdaq Stock Market LLC

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 ☐

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 5.02

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

Officers.

Appointment

of Director

April 28, 2026, the board of directors (the “Board”) of Streamex Corp. (the “Company”) appointed Mr. Mitchell

Young Williams, the Company’s Chief Investment Officer, to serve as a non-independent director of the Board for a term expiring

at the Company’s 2026 annual meeting of stockholders or until his successor is duly elected and qualified, or until the earlier

of his death, resignation or removal.

There

are no arrangements or understandings between Mr. Williams and any other persons pursuant to which he was elected as a director of the

Company. There are no family relationships between Mr. Williams and any other director or executive officer of the Company. There are

no transactions between Mr. Williams and the Company that would be required to be reported under Item 404(a) of Regulation S-K of the

Securities Exchange Act of 1934, as amended, except as described below and the Company’s Annual Report on Form 10-K for the year

ended December 31, 2025, filed with the Securities and Exchange Commission on March 31, 2026, the relevant portions of which are incorporated

herein by reference.

Williams

Amended Employment Agreement

April 28, 2026, the Company entered into an amended employment agreement, by and between the Company and Mitchell Young Williams, the

Company’s Chief Investment Officer (the “Williams Employment Agreement”), effective April 6, 2026 (the “Effective

Date”), which amends and restates that certain Employment Agreement, dated as of May 30, 2025, by and between the Company and Mr.

Williams. Under the Williams Employment Agreement, Mr. Williams is entitled to receive an annual base salary of $350,000 starting the

Effective Date. The Company shall review the annual salary annually and shall make any adjustments it determines are reasonable and as

approved by the Board. Mr. Williams shall also be entitled to an annual bonus each year during his employment. For the 2026 fiscal year,

Mr. Williams shall be entitled to a minimum annual bonus of no less than $100,000. In the event of a change in control the annual bonus

for the fiscal year in which such change in control occurs will be at least 100% of the annual salary for that fiscal year. In addition,

the Board granted Mr. Williams 1,250,000 restricted stock units for 2026 and a special incentive award for 1,000,000 restricted stock

units, with both awards vesting in sixteen equal quarterly installments with the first vesting on July 1, 2026 and fifteen quarterly

installments thereafter, in each case subject to continued service, and shall become fully vested upon a protected termination, a change

in control, or the termination for any reason (including resignation) or demotion of the Company’s current Chief Executive Officer.

The

Williams Employment Agreement also includes customary confidentiality covenants, indemnification protections, directors’ and officers’

liability insurance coverage.

the Company terminates Mr. Williams without cause or if he resigns for good reason, in addition to accrued obligations, he shall also

receive: an amount equal to twelve months of then in-effect annual salary payable in a single lump sum payment within thirty days following

the date of termination; continued health, dental, and vision coverage (or reimbursement for the cost thereof) for a period of twelve

months following the date of termination; a prorated annual bonus for the year of termination, and full accelerated vesting of any unvested

RSUs or other equity granted by the Company. In the event of termination due to Mr. Williams’ death or disability, in addition

to accrued obligations, Mr. Williams (or his estate) shall also receive a prorated annual bonus for the year of termination.

The

foregoing summary is qualified in its entirety by reference to the Williams Employment Agreement, a copy of which is attached to this

Current Report on Form 8-K as Exhibit 10.1 and which is incorporated herein by reference.

McPhie

Amended Employment Agreement

May 1, 2026, the Company entered into an amended employment agreement with Karl Henry McPhie, the Company’s Chief Executive

Officer (the “McPhie Employment Agreement”), effective May 1, 2026 (the “Effective Date”), which amends

and restates that certain Employment Agreement, dated as of November 18, 2025, by and between the Company and Mr. McPhie. Under the McPhie

Employment Agreement, Mr. McPhie will receive an annual base salary of $350,000 USD, effective April 1, 2026 (that may be paid in equivalent

Canadian dollars) and a one-time salary adjustment bonus of $31,250 USD which equals the prorated difference between such salaries for

the period from January 1, 2026 through April 1, 2026. Mr. McPhie will be allowed to receive up to 50% of the annual salary paid in GLDY.

The Company shall review the annual salary annually and shall make any adjustments it determines are reasonable and as approved by the

Board.

addition, the Board granted Mr. McPhie 1,500,000 Performance Stock Units for shares of the Company’s common stock (the “2026

PSU Award”), divided into five (5) equal tranches of three hundred thousand (300,000) shares each. Each tranche will vest upon

the Company’s cumulative sales of GLDY reaching the corresponding milestone, as follows: Tranche 1 vests upon cumulative GLDY sales

reaching US$250,000,000; Tranche 2 vests upon cumulative GLDY sales reaching US$500,000,000; Tranche 3 vests upon cumulative GLDY sales

reaching US$1,000,000,000; Tranche 4 vests upon cumulative GLDY sales reaching US$2,000,000,000; and Tranche 5 vests upon cumulative

GLDY sales reaching US$3,000,000,000. Cumulative GLDY sales shall be measured by the Company in good faith and certified by the Committee.

Vesting of any tranche is subject to Mr. McPhie’s continuous employment through the date the applicable milestone is achieved,

except that the 2026 PSU Award will become fully vested upon (i) a Protected Termination, or (ii) a Change in Control. Any tranche of

the 2026 PSU Award that has not vested on or before the tenth (10th) anniversary of the Effective Date shall be forfeited.

Subject

to the approval of the Board, Mr. McPhie shall be entitled to an annual bonus each year during his employment. For the 2026 fiscal year,

Mr. McPhie shall be entitled to a minimum annual bonus of no less than $100,000. In the event of a change in control, the annual bonus

for the fiscal year in which such change in control occurs shall be at least 100% of the annual salary for that fiscal year. Any annual

bonus shall be subject to any clawback or recoupment policy adopted by the Company, including any policy adopted to comply with applicable

law or stock exchange listing requirements.

The

McPhie Employment Agreement also provides for market capitalization milestone bonuses. Mr. McPhie shall be eligible for one-time awards

under the Company’s equity plan upon the Company achieving and maintaining certain fully diluted market capitalization levels based

on a volume-weighted average price over a trailing, consecutive thirty trading day period, as follows: (i) upon achieving a $50 billion

market capitalization, a one-time bonus equivalent to $100,000,000 payable in cash or shares at the Board’s election, plus 5,000,000

shares of the Company’s common stock, par value $0.001 per share (“Common Stock”); (ii) upon achieving a $100 billion

market capitalization, a one-time bonus equivalent to $250,000,000 payable in cash or shares at the Board’s election, a one-time

cash bonus of $50,000,000 payable in cash or shares at the employee’s election, plus 10,000,000 shares of Common Stock; and (iii)

upon achieving a $500 billion market capitalization, a one-time bonus equivalent to $500,000,000 payable in cash or shares at the Board’s

election, a one-time cash bonus of $250,000,000 payable in cash or shares at the employee’s election, plus 20,000,000 shares of

Common Stock. Any such awards are subject to equity plan limits and applicable law.

The

McPhie Employment Agreement includes customary confidentiality, indemnification, and director and officer insurance protections and provides

that, if the Company terminates Mr. McPhie without cause, if he resigns for good reason, in addition to accrued obligations, he will

be entitled to severance benefits consisting of an amount equal to twelve months of then in-effect annual salary, continued health, dental,

and vision coverage (or reimbursement for the cost thereof) for a period of twelve months, a prorated annual bonus for the year of termination,

and full accelerated vesting of any unvested RSUs or other equity granted by the Company.

The

foregoing summary is qualified in its entirety by reference to the McPhie Employment Agreement, a copy of which is attached to this Current

Report on Form 8-K as Exhibit 10.2 and which is incorporated herein by reference.

Lekstrom

Amended Employment Agreement

May 1, 2026, the Company entered into an amended employment agreement with Morgan Lekstrom, the Company’s Interim Executive

Chairman (the “Lekstrom Employment Agreement”), effective May 1, 2026, which amends and restates that certain Employment

Agreement, dated as of November 18, 2025, by and between the Company and Mr. Lekstrom. Under the Lekstrom Employment Agreement, Mr. Lekstrom

shall receive an annual base salary of $350,000 USD, effective February 9, 2026 (that may be paid in equivalent Canadian dollars). Mr.

Lekstrom will be allowed to receive up to 50% of the annual salary paid in GLDY. The Company shall review the annual salary annually

and shall make any adjustments it determines are reasonable and as approved by the Board.

addition, the Board granted Mr. Lekstrom 1,500,000 Performance Stock Units for shares of the Company’s common stock (the “2026

PSU Award”), divided into five (5) equal tranches of three hundred thousand (300,000) shares each. Each tranche will vest upon

the Company’s cumulative sales of GLDY reaching the corresponding milestone, as follows: Tranche 1 vests upon cumulative GLDY sales

reaching US$250,000,000; Tranche 2 vests upon cumulative GLDY sales reaching US$500,000,000; Tranche 3 vests upon cumulative GLDY sales

reaching US$1,000,000,000; Tranche 4 vests upon cumulative GLDY sales reaching US$2,000,000,000; and Tranche 5 vests upon cumulative

GLDY sales reaching US$3,000,000,000. Cumulative GLDY sales shall be measured by the Company in good faith and certified by the Committee.

Vesting of any tranche is subject to Mr. Lekstrom’s continuous employment through the date the applicable milestone is achieved,

except that the 2026 PSU Award will become fully vested upon (i) a Protected Termination, or (ii) a Change in Control. Any tranche of

the 2026 PSU Award that has not vested on or before the tenth (10th) anniversary of the Effective Date shall be forfeited.

The

Lekstrom Employment Agreement also provides for market capitalization milestone bonuses. Mr. Lekstrom shall be eligible for one-time

awards under the Company’s equity plan upon the Company achieving and maintaining certain fully diluted market capitalization levels

based on a volume-weighted average price over a trailing, consecutive thirty trading day period, as follows: (i) upon achieving a $50

billion market capitalization, a one-time bonus equivalent to $100,000,000 payable in cash or shares at the Board’s election, plus

5,000,000 shares of Common Stock; (ii) upon achieving a $100 billion market capitalization, a one-time bonus equivalent to $250,000,000

payable in cash or shares at the Board’s election, a one-time cash bonus of $50,000,000 payable in cash or shares of Common Stock

at the employee’s election, plus 10,000,000 shares of Common Stock; and (iii) upon achieving a $500 billion market capitalization,

a one-time bonus equivalent to $500,000,000 payable in cash or shares at the Board’s election, a one-time cash bonus of $250,000,000

payable in cash or shares at the employee’s election, plus 20,000,000 shares of Common Stock.

The

Lekstrom Employment Agreement includes customary confidentiality, indemnification, and director and officer insurance protections and

provides that, if the Company terminates Mr. Lekstrom without cause, if he resigns for good reason, in addition to accrued obligations,

he will be entitled to severance benefits consisting of an amount equal to twelve months of then in-effect annual salary, continued health,

dental, and vision coverage (or reimbursement for the cost thereof) for a period of twelve months, a prorated annual bonus for the year

of termination, and full accelerated vesting of any unvested RSUs or other equity granted by the Company.

The

foregoing summary is qualified in its entirety by reference to the Lekstrom Employment Agreement, a copy of which is attached to this

Current Report on Form 8-K as Exhibit 10.3 and which is incorporated herein by reference.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

Number

Description

10.1

Amended Employment Agreement between Streamex Corp. and Mitchell Williams, dated April 28, 2026

10.2

Amended

Employment Agreement between Streamex Corp. and Karl Henry McPhie, dated May 1, 2026

10.3

Amended

Employment Agreement between Streamex Corp. and Morgan Lekstrom, dated May 1, 2026

104

Cover

Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its

behalf by the undersigned hereunto duly authorized.

STREAMEX

CORP.

Date:

May 4, 2026

By:

/s/

Karl Henry McPhie

Name:

Karl

Henry McPhie

Title:

Chief

Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

AMENDED

EMPLOYMENT AGREEMENT

THIS

AMENDED EMPLOYMENT AGREEMENT (the “Agreement”) is effective as of the date of the last signature, BETWEEN:

STREAMEX

CORP., a company incorporated under the laws of the State of Delaware and having an office at 2431 Aloma Ave., Suite 243, Winter

Park, Florida 32792.

(the

“Company”)

THE FIRST PART

AND:

MITCHELL

YOUNG WILLIAMS, a person with a residence at 192 Balfour Drive, Winter Park, FL 32792, USA

(the

“Employee”)

THE SECOND PART

(collectively,

the “Parties”)

WHEREAS:

A. The

Company is a fintech company operating in the commodities and blockchain spaces that is developing

tokenization infrastructure, a financing tool and exchange for commodities, and other real-world

assets.

The

Company and the Employee wish to continue the Employee’s employment relationship on

the terms and conditions described in this Agreement;

NOW

THEREFORE in consideration of the premises and mutual covenants herein contained, and other good and valuable consideration, the

receipt and sufficiency of which is hereby acknowledged by both parties, the parties hereby covenant and agree with each other as follows:

EMPLOYMENT

1.1.

Effective Date.

This Agreement shall be effective as of April 6, 2026 (the “Effective Date”).

1.2. Term.

The Employee’s employment will continue indefinitely until terminated in accordance

with section 4 below (the “Term”).

1.3. Position.

As of the Effective Date, the Company agrees to employ the Employee and the Employee agrees

to continue his role within the Company as Chief Investment Officer. And subject to Board

approval, the Employee will also be appointed to the Board of Directors of the Company

(the “Board”). The term of this Agreement and employment are indefinite,

but the employment and this Agreement may be terminated by either party as provided herein.

1.4. Duties

and Reporting. The Employee shall report directly to and be directly responsible to the

CEO. The Employee shall have the duties, responsibilities and authorities commensurate with

the Employee’s role, as may be assigned by the Company from time to time.

1.5. Devotion

of Time. The Employee hereby agrees to devote sufficient attention, abilities and energy

to the faithful performance of the duties of the position and to the promotion of the business

and affairs of the Company and shall not engage in any other work for remuneration without

the written consent of the Board. The Employee agrees not to engage in any other employment

or business activity which would either interfere with the Employee’s ability to perform

their duties under this Agreement or place the Employee into a conflict of interest without

prior written authorization by the Company. The Employee agrees to conduct themselves in

a diligent, competent and businesslike manner, and will at all times act faithfully, honestly,

and in a manner consistent with the best interests of the Company. Notwithstanding the foregoing,

nothing shall preclude the Employee from engaging in professional, educational, religious,

civic, charitable or similar types of activities, community affairs and/or managing the Employee’s

(or the Employee’s family’s) personal investments and affairs, provided that

these activities do not interfere or conflict with the performance of the Employee’s

duties and responsibilities hereunder. In addition, notwithstanding anything to the contrary

in the Company’s policies and procedures, the Company agrees that the Employee may

continue in his role with Arrastra throughout the Term.

1.6. Conflict

of Interest. The Employee will disclose actual or potential business conflicts of interest

to the Company. Any uncertainty as to whether such a conflict exists will be raised by the

Employee for determination by the Company, acting reasonably.

1.7. Location

of Performance of Work. The position will be fully remote. At the request of the Company

and subject to the below, the Employee will work from the Company’s office, located

at 2431 Aloma Avenue, Suite 243, Winter Park, Florida 32792 for reasonable periods of time.

The Company understands and acknowledges that they Employee may reside for parts of the year

in New Zealand and may continue to work remotely from such residence so long as doing so

does not substantially interfere with Employee’s ability to discharge his responsibilities

under this Agreement.

1.8. Company

Policies and Procedures. The Employee will comply with all lawful policies, rules and

procedures established by the Company from time to time that have been provided to the Employee

in advance, including any future revisions of such policies, rules and procedures.

2. COMPENSATION

2.1. Salary.

From the Effective Date, the Company shall pay the Employee a gross annual salary at an annual

rate of USD $350,000, payable by equal semi-monthly installments in arrears. It is acknowledged

that from January 1, 2026 to the Effective Date, the employee’s annual salary rate

was USD $500,000 per year. For all purposes of this Agreement, “Annual Salary”

means the remuneration described in this section 2.1 (subject to adjustment as provided below),

and does not include any other payments such as bonuses, share options, benefits, or amounts

of a similar nature. Effective January 1 of each year, the Employee’s Annual Salary

will be increased by at least the percentage change in the United States Bureau of Labor

Statistics Employment Cost Index: Wages and Salaries for Private Industry Workers in Management,

Business, and Financial Occupations (Not Seasonally Adjusted) [Series ID CIU2020000110000I]

(the “Index”), measured over the 12-month period ending with the most recently

published Index value available immediately before January 1. If the Index is discontinued

or materially altered, the parties will in good faith select a successor index that most

closely approximates the measurement properties of the Index. No decrease in the Annual Salary

is authorized under this subparagraph.

2.2. Review.

The Company shall review the Annual Salary annually and shall make any adjustments it determines

are reasonable and as approved by the Board, who shall take into account, but shall not be

limited to considering, the Employee’s performance, the financial and operating success

of the Company in the preceding twelve (12) months and salaries for comparable positions

in the marketplace. In no case shall the Annual Salary be reduced, unless by mutual agreement,

such agreement to be in writing.

2.3. Annual

Bonus. The Employee shall be entitled to an annual bonus (the “Annual Bonus”)

each year during the Employee’s employment based on the Employee’s achievement

(i) on the performance of the balance sheet portfolio and individual performance goals established

by the Company and Employee at the start of the year, or (ii) of reasonable Key Performance

Indicators established by the Company’s Board of Directors, in consultation with the

Employee, prior to the beginning of the fiscal year. For the 2026 fiscal year, the Employee

shall be entitled to a minimum Annual Bonus of no less than USD $100,000. For subsequent

fiscal years, the amount of the Annual Bonus will be determined by the Company’s Board

of Directors in its discretion, except in the event of a Change in Control as noted below.

Except as otherwise set forth in this Section 2.3 and in Sections 4.3 and 4.4 below, the

Employee must remain employed with the Company through the last day of the relevant fiscal

year in order to be eligible to receive any Annual Bonus for that fiscal year. Any Annual

Bonus shall be payable to the Employee when annual bonuses are normally paid to employees

of the Company following the end of the relevant fiscal year, but in no event later than

March 31st of the calendar year next following the end of the fiscal year to which

the Annual Bonus relates (“Annual Bonus Payment Date”). Notwithstanding

the foregoing, in the event of a Change in Control (a) prior to the payment of an Annual

Bonus for any fiscal year, the Annual Bonus for that fiscal year shall be paid to the Employee

upon the occurrence of the Change in Control, and (b) the Annual Bonus for the fiscal year

in which such Change in Control occurs will be at least 100% of the Annual Salary for that

fiscal year.

2.4. Equity

Incentive Awards.

(a)

Existing Equity Incentive Awards. Subject to Section 2.4(f), any equity incentive awards granted by the Company or its subsidiaries

to the Employee prior to the Effective Date will otherwise remain outstanding in accordance with their existing terms.

(b)

2026 Annual Equity Incentive Award. Within thirty (30) days following the date of this Agreement and subject to the approval of

the Compensation Committee of the Board of Directors of the Company, the Company will grant the Employee a restricted stock unit award

covering one million two hundred fifty thousand (1,250,000) shares of the Company’s common stock (the “2026 RSU Award”).

Subject to the Employee’s continuous employment through each applicable vesting date, the 2026 RSU Award will vest in sixteen quarterly

installments, will vest in sixteen equal quarterly installments with the first quarterly installment vesting on July 1, 2026 and 15 subsequent

installments vesting quarterly thereafter, provided that the 2026 RSU Award will become fully vested upon (i) a Protected Termination,

(ii) a Change in Control, or (iii) the termination for any reason (including resignation) or demotion of the Company’s current

Chief Executive Officer as of the Effective Date. For the avoidance of doubt, the 2026 RSU Award may be partially or fully vested immediately

on grant.

(c)

Post-2026 Annual Equity Incentive Award. For fiscal years after the Company’s 2026 fiscal year, the Employee will be entitled

to participate in any equity incentive plan maintained by the Company for the benefit of its executives.

(d)

Special Equity Incentive Award. Within thirty (30) days following the date of this Agreement and subject to the approval of the

Compensation Committee of the Board of Directors of the Company, the Company will grant the Employee a restricted stock unit award covering

one million (1,000,000) shares of the Company’s common stock (the “2026 Special RSU Award”). Subject to the

Employee’s continuous employment through each applicable vesting date, the 2026 Special RSU Award will vest in sixteen quarterly

installments, will vest in sixteen equal quarterly installments with the first quarterly installment vesting on July 1, 2026 and 15 subsequent

installments vesting quarterly thereafter, provided that the 2026 Special RSU Award will become fully vested upon (i) a Protected Termination,

(ii) a Change in Control, or (iii) the termination for any reason (including resignation) or demotion of the Company’s current

Chief Executive Officer as of the Effective Date. For the avoidance of doubt, the 2026 Special RSU Award may be partially or fully vested

immediately on grant.

(e)

Withholding Taxes. Unless otherwise elected by the Employee, any federal, state, local or other taxes required to be withheld

by the Company or its subsidiaries in respect of any taxable event relating to any equity incentive award described in this Section 2.4

shall be satisfied by the Company withholding a number of shares of the Company’s common stock subject to the applicable equity

incentive award having a fair market value equal to the amount of taxes required to be withheld by the Company or its subsidiaries.

(f)

Adjustments. If, prior to the grant of any restricted stock units pursuant to Sections 2.4(b) or 2.4(d), there is (i) any change

in the outstanding shares of the Company’s stock due to a stock dividend or distribution, a subdivision of the outstanding shares,

a combination or consolidation of the outstanding shares into a lesser number of shares, a reclassification, an exchange of shares, or

any other increase or decrease in the number of outstanding shares of the Company’s stock effected without the receipt of consideration

by the Company, or (ii) the declaration of an extraordinary dividend payable in a form other than shares of the Company’s stock,

a recapitalization, a merger, a reorganization, or a similar occurrence affecting the Company’s stock, then proportionate and equitable

adjustments will automatically be made to the number or kind of shares to be covered by any restricted stock unit award to be granted

pursuant to Sections 2.4(b) and 2.4(d) in order to preserve the original intent of this Agreement.

2.5. Benefits.

During the Term, the Employee will be entitled to participate in all employee benefit plans,

practices, and programs maintained by the Company, as in effect from time to time (collectively,

“Employee Benefit Plans”), on a basis which is no less favorable than

the benefits provided to other similarly situated senior executives of the Company, to the

extent consistent with applicable law and the terms of the applicable Employee Benefit Plans.

The Company reserves the right to amend or terminate any Employee Benefit Plans at any time

in its sole discretion, subject to the terms of such Employee Benefit Plan, appliable law,

and the terms and conditions of this Agreement.

2.6. Incentive

Plans. The Employee shall be entitled to participate in any other incentive programs

for the Company’s employees, including, without limiting the generality of the foregoing,

restricted share units, share option plans, share purchase plans, profit sharing or bonus

plans from time to time pursuant to the terms and conditions of such incentive plan.

2.7. Vacation.

The Employee shall be entitled to six weeks of vacation each calendar year, or such greater

amount as the Company may approve. Such vacation is to be taken by the Employee in each calendar

year at mutually convenient times and should not be accrued or carried over into the next

or subsequent years without the consent of the Company. Should the employee work weekends

or travel over the course of the weekend on behalf of the company, the employee shall be

entitled to “comp time” in the form of additional paid time off. Comp time must

be used within the same calendar year or 90 days from such date, whichever is longer.

2.8. Expenses.

The Employee shall be reimbursed by the Company for all out-of-pocket expenses actually,

necessarily and properly incurred by the Employee in the discharge of duties for the Company.

The Employee agrees that such reimbursements shall be due only after the Employee has rendered

an itemized expense account, together with receipts where applicable, showing all monies

actually expended on behalf of the Company and such other information as may be required

and requested by the Company. If, during the Term, any dispute arises between Employee and

the Company regarding this Agreement, any other agreements governing Employee’s equity

or compensation, or Employee’s employment with the Company, the Company shall reimburse

Employee for all legal fees and expenses reasonably incurred by Employee in connection with

such dispute, but only if Employee prevails to a substantial extent with respect to Employee’s

claims or defenses brought and pursued in connection with such dispute. The Company shall

pay such reimbursement as soon as practicable following the resolution of the dispute (whether

or not appealed) to the extent the Company receives written evidence of such fees and expenses.

2.9. Statutory

Deductions and Taxes. The Company will be entitled to withhold from any compensation,

benefits or amounts payable under this Agreement, all applicable federal or state, and local

taxes and other statutory deductions as may be required from time to time pursuant to any

law or governmental regulation or ruling.

2.10. Indemnification.

The Company shall fully indemnify and hold the Employee harmless to the maximum extent permitted

under applicable law for any act(s) and/or omission(s) of the Employee in the course of the

Employee’s employment, officer service, Board service, or the like. For any matter

subject to indemnification by the Company under this Section, the Company will be responsible

for directly and timely paying, in full, all costs and expenses the Employee (or his estate)

incurs to engage and retain a law firm and/or attorney of the Employee’s (or his estate’s)

choice to represent the Employee (or his estate) in connection with that matter, including

all attorneys’ fees, costs, and associated expenses. For the avoidance of doubt, the

Employee’s indemnification rights under this Section will survive any termination of

Employee’s employment with the Company and/or any termination of this Agreement, and

in the event of the Employee’s death will extend to the Employee’s estate.

2.11. Directors’

and Officers’ Insurance. The Company will at all times, at its expense, obtain

and maintain commercially reasonable and appropriate directors’ and officers’

liability insurance (including Side A coverage) covering the Employee, in such form and with

such limits as are customarily maintained by similarly situated public companies, and will

continue to provide such coverage (or equivalent “tail” coverage) sufficient

to fully protect the Employee following the Employee’s termination of employment.

2.12. Tax

Gross-Up. If at any time the Employee’s shares in BST Sub ULC (also referred to

as “ExchangeCo”), a British Columbia unlimited liability company (or any successor

entity), are exchanged for shares of the Company without the Employee’s written consent,

then the Company will provide the Employee with a tax gross-up payment. The amount of the

tax gross-up payment will equal the amount of any federal, state, local or foreign taxes

imposed on the Employee as a result of the exchange, including the amount of additional taxes

imposed on the Employee due to the Company’s payment of the initial taxes. The tax

gross-up payment will be paid to the Employee within thirty days following the date the Employee

remits the related taxes to the applicable taxing authorities, subject to the Employee providing

the Company with reasonable evidence relating to the determination of the amount of taxes

owed by the Employee as a result of the exchange and the Employee’s payment of the

related taxes.

2.13. Attorneys’

Fees. The Company will reimburse the Employee for any reasonable costs and expenses,

including attorneys’ fees, incurred by the Employee in connection with the review,

negotiation, preparation, and entering into of this Agreement, subject to the Employee providing

the Company with reasonable evidence of any such costs and expenses. Any reimbursement, less

applicable deductions and withholdings, will be paid to the Employee within one hundred twenty

(120) days following the Effective Date.

3. ADDITIONAL

OBLIGATIONS OF THE EMPLOYEE

3.1 Confidentiality.

The Employee shall not, at any time, or in any manner, during the continuance of their employment

hereunder or thereafter, divulge any of the confidential information or secrets of the Company,

including information about or in which the Company has or is proposing to acquire an interest

(collectively, the “Confidential Information”), to any person or persons, except

as required to carry out the Employee’s duties or with the previous consent in writing

of the Board. During the continuation of their employment or thereafter, the Employee shall

not use or attempt to use any Confidential Information which the Employee may acquire in

the course of their employment for their own benefit or that of any other person, directly

or indirectly. Notwithstanding the foregoing, Confidential Information shall not include

any information in Employee’s possession or known to Employee prior to employment with

the Company, Employee’s contact lists, whether in electronic or paper form (e.g. rolodex,

Outlook contacts, etc.), any information that is generally known by persons with training

and experience comparable to Employee, any information that is generally known in the industry

or otherwise in the public domain, or any information that becomes generally known in the

industry or otherwise in the public domain through no wrongful act on Employee’s part.

3.2. Business

Opportunities. The Employee agrees to communicate at once to the Company, via the CEO,

all relevant business opportunities which the Employee reasonably feels may be of interest

to the Company based on the Company’s strategy as articulated at the time, and which

come to the Employee in their capacity as such or otherwise in the course of the Company’s

business.

4. RESIGNATION

AND TERMINATION

4.1. Accrued

Obligations. Upon termination of Employee’s employment for any reason, Employee

shall receive (a) Employee’s unpaid Annual Salary through the date of termination;

(b) all of Employee’s accrued, but unused vacation and/or paid time off time; (c) any

unpaid expense reimbursements accrued by Employee as of the date of termination; and (d)

any earned but unpaid Annual Bonus from a prior fiscal year ((a) through (d), the “Accrued

Obligations”).

4.2. Resignation

without Good Reason. If the Employee resigns from the Company without Good Reason, the

Employee will be required to provide the Company with one week’s advance written notice

of the Employee’s resignation. This notice may be waived in whole or in part by the

Company.

4.3. Protected

Termination. In the event of a Protected Termination, in addition to the Accrued Obligations,

Employee shall also receive: (a) an amount equal to twelve (12) months’ of Employee’s

then in-effect Annual Salary (or, if such termination is due to Employee resigning for Good

Reason as a result of a reduction in Employee’s Annual Salary, the Annual Salary in

effect prior to such reduction), payable in a single lump sum payment within thirty (30)

days following the date of the Employee’s Protected Termination; (b) continued health,

dental, and vision coverage (or reimbursement for the cost thereof) in accordance with this

Agreement for a period of twelve (12) months following the date of termination; (c) a prorated

Annual Bonus for the year of termination, payable at the same time the Annual Bonus would

have been paid had the Employee remained employed with the Company; and (d) full accelerated

vesting of any unvested RSUs or other equity granted to Employee by the Company.

4.4. Death

or Disability. In the event of a termination of Employee’s employment as a result

of Employee’s death or Disability, in addition of the Accrued Obligations, Employee

(or Employee’s estate) shall also receive a prorated Annual Bonus for the year of termination.

4.5. Return

of Property. On the cessation of employment for any reason, the Employee agrees to deliver

to the Company all documents, statements, records, plans and papers of every nature, in any

way relating to the affairs of the Company and its subsidiaries or affiliated companies,

if any, which are in the Employee’s possession or control. Notwithstanding anything

to the contrary in this Agreement, Employee may retain Employee’s contact lists, whether

in electronic or paper form (e.g. rolodex, Outlook contacts and calendar, etc.) and copies

of documents related to Employee’s compensation and benefits.

5. MISCELLANEOUS

5.1. Applicable

Laws. This Agreement and the employment of the Employee shall be governed, interpreted,

construed and enforced according to the laws of the State of Florida.

5.2. Employee

Information. The Employee acknowledges that the Company will be collecting, using and

disclosing personal employee information for the purposes of establishing, managing or terminating

Employee’s employment relationship with the Company in accordance with applicable privacy

law and the Employee hereby consent to such collection, use and disclosure.

5.3. Time.

Time shall be of the essence of this Agreement.

5.4. Advisor

Agreement. The Company and Employee were parties to that certain Founder Advisor Standard

Template Agreement dated September 20, 2024 (the “Advisor Agreement”).

The parties agree that the Advisor Agreement was previously terminated.

5.5. Entire

Agreement. This Agreement represents the entire Agreement between the Employee and the

Company concerning the subject matter hereof and supersedes any previous oral or written

communications, representations, understandings or agreements with the Company or any officer

or agent thereof, including the May 30, 2025 Employment Agreement between the Employee and

the Company, provided that, for the avoidance of doubt, the annual bonus for the Company’s

2025 fiscal year will be payable to the Employee in accordance with the May 30, 2025 Employment

Agreement.

5.6 Modification

and Waiver. No provision of this Agreement may be amended or modified unless such amendment

or modification is agreed to in writing and signed by the Employee and the CEO of the Company.

No waiver by either of the parties of any breach by the other party hereto of any condition

or provision of this Agreement to be performed by the other party hereto shall be deemed

a waiver of any similar or dissimilar provision or condition at the same or any prior or

subsequent time.

5.7. Notices.

Any notice, acceptance or other document required or permitted hereunder shall be considered

and deemed to have been duly given if delivered by hand or mailed by postage prepaid and

addressed to the party for whom it is intended at the party’s address above or to such

other address as the party may specify in writing to the other and shall be deemed to have

been received if delivered, on the date of delivery, and if mailed as aforesaid, then on

the second business day following the date of mailing thereof, provided that if there shall

be at the time of mailing or within two business days thereof a strike, slowdown or other

labour dispute which might affect delivery of notice by the mails, then the notice shall

only be effective if actually delivered.

5.8. Severance.

If any provision of this Agreement is determined to be invalid or unenforceable in whole

or in part, such invalidity or unenforceability shall attach only to such provision or part

of such provision and the remaining part of such provision, and all other provisions of this

Agreement shall continue in full force and effect.

5.9. Independent

Legal Advice. The Employee acknowledges that the Employee has been given a full opportunity

to review this Agreement, has understood it, has obtained or had the opportunity to obtain

independent legal advice in respect of this Agreement and is signing it voluntarily.

5.10. 409A

Compliance.

(a) In

General. This Agreement is intended to comply with Section 409A of the Internal Revenue

Code of 1986, as amended (“Section 409A”), or an exemption thereunder

and shall be construed and administered in accordance with such intent. Notwithstanding any

other provision of this Agreement, payments provided under this Agreement may only be made

upon an event and in a manner that complies with Section 409A or an applicable exemption.

Any nonqualified deferred compensation payments under this Agreement that may be excluded

from Section 409A either as separation pay due to an involuntary separation from service

or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible.

(b) Specified

Employees. Notwithstanding any other provision of this Agreement, if any payment or benefit

provided to the Employee in connection with the Employee’s termination of employment

is determined to constitute “nonqualified deferred compensation” within the meaning

of Section 409A and the Employee is determined to be a “specified employee” as

defined in Section 409A(a)(2)(b)(i), then such payment or benefit shall not be paid until

the first payroll date to occur following the six-month anniversary of the date of the Employee’s

termination or, if earlier, the Employee’s death (the “Specified Employee

Payment Date”). The aggregate of any payments that would otherwise have been paid

before the Specified Employee Payment Date and interest on such amounts calculated based

on the applicable federal rate published by the Internal Revenue Service for the month in

which the Employee’s separation from service occurs shall be paid to the Employee in

a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments

shall be paid without delay in accordance with their original schedule.

In the case of any reimbursements (or in-kind benefits) provided for under the Agreement

that are subject to, and not exempt from Section 409A, (i) the amount of expenses eligible

for reimbursement (or in-kind benefits provided) during a calendar year will not affect the

expenses eligible for reimbursement (or in-kind benefits to be provided) in any other calendar

year, (ii) any reimbursement will in any case be made on or before December 31st of the calendar

year following the calendar year in which the eligible expense was incurred, and (iii) the

right to reimbursement (or in-kind benefits) will not be subject to liquidation or exchange

for another benefit. Notwithstanding the foregoing, Section 2.12 will govern any tax gross-up

to be provided pursuant to Section 2.12.

5.11 Definitions.

As used herein,

“Cause”

means (i) Employee’s gross negligence or willful misconduct which results in material harm to the Company; (ii) Employee’s

persistent and willful failure to observe, perform or fulfill any material duties or material obligations to the Company following written

notice from the Company describing such failure; or (iii) Employee’s conviction of a felony (non-vehicular). No Cause shall exist

unless the Company has provided Employee with written notice of termination describing the particular circumstances giving rise to Cause,

and has provided the Employee with the opportunity to cure, to the extent reasonably susceptible to cure, such circumstances within thirty

(30) days after receiving such notice. If the Employee so effects a cure, the notice of Cause shall be deemed rescinded and of no force

or effect.

“Change

in Control” means the occurrence, in a single transaction or in a series of related transactions, of any one or more of the

following events:

(i) any

Exchange Act Person (as defined below) becomes (including through a series of transactions

occurring within a twelve (12) month period ending on the date of most recent transaction

by such person) the beneficial owner, directly or indirectly, of securities of the Company

representing more than 35% of the combined voting power of the Company’s then outstanding

securities;

(ii) there

is consummated a merger, consolidation or similar transaction involving (directly or indirectly)

the Company and, immediately after the consummation of such merger, consolidation or similar

transaction, the stockholders of the Company immediately prior thereto do not beneficially

own, directly or indirectly, either (A) outstanding voting securities representing more than

50% of the combined outstanding voting power of the surviving entity in such merger, consolidation

or similar transaction or (B) more than 50% of the combined outstanding voting power of the

parent of the surviving entity in such merger, consolidation or similar transaction, in each

case in substantially the same proportions relative to each other as their beneficial ownership

of the outstanding voting securities of the Company immediately prior to such transaction;

(iii) a

majority of the Company’s directors is replaced during any twelve (12) month period

by new directors whose appointment is not endorsed by a majority of the Board before the

appointment;

(iv) Any

Exchange Act Person acquires (or has acquired within a twelve (12) month period ending on

the date of most recent acquisition by such person) assets from the Company that have a total

gross fair market value equal to or more than 40% of the total gross fair market value of

all of the assets of the Company immediately before such acquisition or acquisitions;

(v) the

stockholders of the Company approve or the Board approves a plan of complete dissolution

or liquidation of the Company, or a complete dissolution or liquidation of the Company shall

otherwise occur, except for a liquidation into a parent corporation; and

(vi) there

is consummated a sale, lease, exclusive license or other disposition of all or substantially

all of the consolidated assets of the Company and its subsidiaries, other than a sale, lease,

license or other disposition of all or substantially all of the consolidated assets of the

Company and its subsidiaries to an entity, more than 50% of the combined voting power of

the voting securities of which are beneficially owned by stockholders of the Company in substantially

the same proportions relative to each other as their beneficial ownership of the outstanding

voting securities of the Company immediately prior to such sale, lease, license or other

disposition

the extent required to comply with Section 409A, a Change in Control will be considered to have occurred only to the extent that the

event or transaction represents a “change in control event” under Section 409A.

“Disability”

means Employee’s incapacity due to physical or mental illness or injury as determined in writing and in good faith by a qualified

independent physician, mutually acceptable to Employee and the Company, that Employee shall have been unable to perform Employee’s

duties hereunder for a period of one hundred and eighty (180) consecutive days.

“Exchange

Act Person” means any natural person, entity or “group” (a “Group”) (within the meaning of Section

13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), except that “Exchange Act Person”

shall not include (A) the Company or any subsidiary thereof (“Subsidiary”), (B) any employee benefit plan of the Company

or of any Subsidiary or any trustee or other fiduciary holding securities under an employee benefit plan of the Company or of any Subsidiary,

(C) an underwriter temporarily holding securities pursuant to an offering of such securities, (D) an entity beneficially owned, directly

or indirectly, by the stockholders of the Company in substantially the same proportions as their beneficial ownership of stock of the

Company; or (E) any other natural person, entity or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange

Act) that, as of the Adoption Date, is the beneficial owner, directly or indirectly, of securities of the Company representing more than

50% of the combined voting power of the Company’s then outstanding securities.

“Good

Reason” means the termination of employment by Employee as a result of the existence or occurrence of one or more of the following

conditions or events: (i) a material diminution in Employee’s Annual Salary or Annual Bonus; (ii) a material diminution in Employee’s

authority, duties, job title, board position, or responsibilities, or a change to Employee’s reporting structure; (iii) a material

change to the geographic location at which Employee must provide the services; (iv) the failure or refusal of a successor to the Company

to materially assume the Company’s obligations under this Agreement; or (v) any other action or inaction by the Company that constitutes

a material breach of the terms of this Agreement or any other agreement between Employee and the Company. No Good Reason shall exist

unless Employee has given written notice to the Company within ninety (90) days of the existence of the Good Reason condition(s) and

until the Company has had thirty (30) days to cure such event after the date of Employee’s written notice. Notwithstanding anything

to the contrary contained in this Agreement, any other agreement between Employee and the Company, or any other equity, incentive, or

deferred compensation plan applicable to Employee, Employee’s resignation with Good Reason hereunder shall be treated as a termination

of Employee’s employment by the Company without Cause and, in the event of Employee’s resignation with Good Reason, Employee

shall be entitled to receive all compensation and benefits available to Employee in the event of a without Cause.

“Protected

Termination” means a termination by the Company without Cause or by the Employee for Good Reason.

(The

remainder of this page intentionally left blank. Signature page to follow.)

WITNESS WHEREOF the parties have executed this Agreement, effective as of the date first above written.

STREAMEX

CORP.:

By:

/s/

Henry McPhie

April

24, 2026

Henry

McPhie, CEO

Date

THE

EMPLOYEE:

/s/

Mitchell Williams

April

28, 2026

Mitchell

Young Williams

Date

EX-10.2

Filename: ex10-2.htm · Sequence: 3

Exhibit

10.2

AMENDED

EMPLOYMENT AGREEMENT

THIS

AMENDED EMPLOYMENT AGREEMENT (the “Agreement”) is entered into,

BETWEEN:

STREAMEX

CORP., a company incorporated under the laws of the State of Delaware and having an office at 2431 Aloma Ave., Suite 243, Winter

Park, Florida 32792.

(the

“Company”)

THE FIRST PART

AND:

HENRY

McPHIE, a person with a residence at 240 Sandringham Crescent North Vancouver BC, V7N 2R6.

(the

“Employee”)

THE SECOND PART

(collectively,

the “Parties”)

WHEREAS:

The

Company is a fintech company operating in the commodities and blockchain spaces that is developing

tokenization infrastructure, a financing tool and exchange for commodities, and other real-world

assets.

B. The

Company and the Employee wish to continue the Employee’s employment relationship on

the terms and conditions described in this Agreement;

NOW

THEREFORE in consideration of the premises and mutual covenants herein contained, and other good and valuable consideration, the

receipt and sufficiency of which is hereby acknowledged by both parties, the parties hereby covenant and agree with each other as follows:

EMPLOYMENT

1.1.

Effective Date. This Agreement shall be effective as of the date that the Board of Directors of the Company (the “Board”),

following approval of the Compensation Committee of the Board, approves this Agreement via resolution or otherwise (the “Effective

Date”). For the avoidance of doubt, this Agreement shall not be effective until Board approval is granted.

1.2. Term.

The Employee’s employment will continue indefinitely until terminated in accordance

with section 4 below (the “Term”).

1.3. Position.

During the Employment Term, the Executive shall serve as the Chief Executive Officer of the

Company.

1.4. Duties

and Reporting. The Executive shall report directly to the Company’s Board of Directors

(the “Board”). In such position, the Executive shall have such duties,

authority, and responsibilities as are consistent with the Executive’s position, as

may be assigned by the Company from time to time.