Streamex Corp.

Compensation Philosophy and Practices

We believe that the performance of our executive officers significantly impacts our ability to achieve our corporate goals. We, therefore, place considerable importance on the design and administration of our executive officer compensation program. This program is intended to enhance stockholder value by attracting, motivating and retaining qualified individuals to perform at the highest levels and to contribute to our growth and success. Our executive officer compensation program is designed to provide compensation opportunities that are tied to individual and corporate performance.

Our compensation packages are also designed to be competitive in our industry. The Compensation Committee from time-to-time consults with other advisors in designing our compensation program, including in evaluating the competitiveness of individual compensation packages and in relation to our corporate goals.

Our overall compensation philosophy has been to pay our executive officers an annual base salary and to provide opportunities, through cash and equity incentives, to provide higher compensation if certain key performance goals are satisfied.

The main principles of our fiscal year 2025 compensation strategy included the following:

Summary Compensation Table

The following table sets forth the names and positions of: (i) each person who served as our principal executive officer during the year ended December 31, 2025 and 2024; (ii) our most highly compensated executive officers, other than our principal executive officer, who was serving as an executive officer, as determined in accordance with the rules and regulations promulgated by the SEC, as of December 31, 2025, with compensation of $100,000 or more, and (iii) an additional individual for whom disclosure would have been provided pursuant to clause (ii) but for the fact that the individual was not serving as our executive officer at December 31, 2025 (collectively our “Named Executive Officers”):

Narrative Disclosure to Summary Compensation Table

Executive Employment Agreements

Karl Henry McPhie

On November 18, 2025, the Company entered into an employment agreement with the Mr. McPhie (the “McPhie Agreement”), effective November 1, 2025. Under the McPhie Agreement, Mr. McPhie will receive an annual base salary of $225,000 and will be eligible for an annual bonus targeted at 65% of base salary, with the actual amount determined by the Board based on performance. Mr. McPhie will also be granted 100,000 fully vested shares of common stock and 900,000 restricted stock units that vest in equal quarterly installments over four years, in each case subject to his continued service. The McPhie 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, or if his employment terminates in connection with a change in control, he will be entitled to severance benefits consisting of a lump-sum cash payment equal to two times his annual base salary and target bonus (or highest bonus paid in the prior two years, if greater), continued benefits, and accelerated vesting of outstanding equity awards, with performance awards treated as earned at maximum unless otherwise provided.

Morgan Lekstrom

On November 18, 2025, the Company entered into the Chairman of the Board Agreement with the Chairman of the Board, Morgan Lekstrom (the “Chairman Agreement”). Under the Chairman Agreement, Mr. Lekstrom will receive an annual cash retainer of $40,000 for Board service and an additional $99,000 annual retainer for his role as Chairman and chair of the Compensation Committee, in each case payable in quarterly installments. Mr. Lekstrom will also be granted 100,000 shares of the Company’s common stock (or equivalent equity awards), which will vest in equal quarterly installments over one year, subject to his continued service; he is not entitled to any additional fees, bonuses, severance or performance-based compensation. The Chairman Agreement further provides for reimbursement of reasonable business expenses, indemnification and directors’ and officers’ liability insurance to the fullest extent permitted by law, and includes customary confidentiality covenants and an acknowledgment that Mr. Lekstrom is intended to qualify as an independent director under applicable Nasdaq and SEC rules. Either party may terminate the Chairman Agreement on notice (or automatically upon Mr. Lekstrom’s death, disability or failure to be elected or re-elected as a director), in which case he will be entitled to accrued but unpaid cash retainers and reimbursable expenses, with any outstanding equity awards treated in accordance with the applicable plan and award agreements.

Mitchell Williams

On May 30, 2025 the Company entered into an Employment Agreement (the “Williams Agreement”) which became effective May 28, 2025, by and between the Company and Mr. Williams. Under the Williams Agreement, Mr. Williams will receive an annual base salary of $500,000 and shall be entitled to a minimum Annual Bonus for 2025 equal to 100% of the Annual Salary, not subject to proration, paid when annual bonuses are normally paid to employees (the “2025 Minimum Bonus”), provided, however, that if the Company terminates Mr. Williams’ employment for Cause or Mr. Williams resigns without Good Reason prior to the payment of the 2025 Minimum Bonus, he shall forfeit his entitlement to the 2025 Minimum Bonus. Additionally, in the event of a Liquidity Event prior to the payment of the 2025 Minimum Bonus, it shall be paid upon the occurrence of the Liquidity Event. Mr. Williams also was granted 1,000,000 restricted stock units that vesting as follows in each case subject to his continued service: (i) six hundred eleven thousand one hundred eleven (611,111) of the Awarded Shares shall vest and become issuable on April 29, 2026 (the “First Vesting Date”), (ii) fifty-five thousand five hundred fifty-seven (55,557) of the Awarded Shares shall vest and become issuable on May 29, 2026, (iii) one hundred sixty-six thousand six hundred sixty-seven (166,667) of the Awarded Shares shall vest and become issuable on August 29, 2026, and (iv) one hundred sixty-six thousand six hundred sixty-five (166,665) of the Awarded Shares shall vest and become issuable on November 29, 2026.

Anthony Amato

On September 11, 2024, the Company entered into an Executive Employment Agreement (the “Amato Agreement”) which became effective August 1, 2024, by and between the Company and Mr. Amato. Under the Amato Agreement, effective August 1, 2024, Mr. Amato was to serve as Chief Executive Officer and receive a base salary of $300,000 annually, and was eligible for a discretionary bonus equal to 60% of this salary. On September 11, 2024, he was granted stock options for 2,400,000 shares at an exercise price of $0.4479 per share, with half immediately vested and the remainder vesting biannually over four years. Additionally, Mr. Amato received 275,000 fully vested restricted shares and another 1,275,000 restricted shares vesting biannually over three years.

On May 30, 2025, in connection with Mr. Amato’s resignation pursuant to the Share Purchase Agreement, the Company and Mr. Amato entered into (i) a First Amendment to the Executive Employment Agreement (the “First Amendment”) and (ii) a letter agreement (the “Right to Place”). Pursuant to the First Amendment, upon the effectiveness of Mr. Amato’s resignation, Mr. Amato was entitled to severance pay of $400,000, less applicable deductions, payable in equal installments over eight months and full acceleration of all outstanding equity awards, which will become fully vested and exercisable, with an extended post-resignation exercise period for his stock options. Pursuant to the Right to Place, Mr. Amato agreed not to sell his securities of the Company for a period of 12 months without first offering them to the Company. The Right to Place provided the Company with a limited right to purchase such shares prior to any third-party sale.

No Tax Gross-Ups

We do not make gross-up payments to cover our executives’ personal income taxes that may pertain to any of the compensation paid by us.

Policy on the Timing of Awards of Options and Other Option-Like Instruments

The board of directors approves with the recommendation of the compensation committee to grant equity awards based on performance. The board of directors has not established policies and practices (whether written or otherwise) regarding the timing of option grants or other awards in relation to the release of material non-public information (“MNPI”) and does not take MNPI into account when determining the timing and terms of stock option or other equity awards to executive officers. The Company does not time the disclosure of MNPI, whether positive or negative, for the purpose of affecting the value of executive compensation.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information regarding equity awards that have been previously awarded to each of the named executive officers and which remained outstanding as of December 31, 2025.

Director Compensation

The following table presents the total compensation for each person who served as a non-employee director of our Board during the fiscal year ended December 31, 2025. Other than as set forth in the table and described more fully below, we did not pay any compensation, reimburse any expense of, make any equity awards or non-equity awards to, or pay any other compensation to any of the other members of our Board in such period.

On February 3, 2026, we executed an offer letter (the “Marciano Offer Letter”) with Mr. Marciano in connection with his appointment. As set forth in the Marciano Offer Letter, Mr. Marciano will receive compensation consistent with the Company’s non-employee director compensation policy as in effect from time to time. Under the Company’s current policy, Mr. Marciano is entitled to an annual cash retainer of $40,000, as well as an additional annual retainer of $25,000 for each Board committee on which he serves. Mr. Marciano is also eligible to receive annual equity compensation, the amount and form of which will be determined by the Compensation Committee in accordance with the Company’s equity compensation policies.

On March 3, 2026, we executed an offer letter with Shawn Matthews (the “Matthews Offer Letter”), in connection with Mr. Matthew’s appointment. Pursuant to the Matthews Offer Letter, Mr. Matthews will receive compensation consistent with the Company’s non-employee director compensation policy, as in effect from time to time. Under the Company’s current policy, Mr. Matthews is entitled to an annual cash retainer of $40,000, as well as an additional annual retainer of $25,000 for each Board committee on which he serves. Mr. Matthews received a restricted stock award for 100,000 shares of common stock in connection with such appointment. Mr. Matthews is also eligible to receive additional annual equity compensation, the amount and form of which will be determined by the Company’s Compensation Committee in accordance with the Company’s equity compensation policies. The Company will provide Mr. Matthews with the same indemnification rights afforded to its other directors under its governing documents and applicable law, including the advancement of expenses to the fullest extent permitted. Additionally, the Company will maintain directors and officers liability insurance covering Mr. Matthews in his capacity as a director, on terms no less favorable than those applicable to other members of the Board. Such coverage will remain in effect for the duration of Mr. Matthews’ duration of service and for any applicable tail period following his departure, as required by law or Company policy.

On November 18, 2025, we executed an offer letter (the “Gopaul Offer Letter”) with Kevin Gopaul (such offer letter, the “Gopaul Offer Letter”), in connection with Mr. Matthew’s appointment. As set forth in the Gopaul Offer Letter, Mr. Gopaul will receive compensation consistent with the Company’s non-employee director compensation policy as in effect from time to time. Under the Company’s current policy, Mr. Gopaul is entitled to an annual cash retainer of $40,000, as well as an additional annual retainer of $25,000 for each Board committee on which he serves. Mr. Gopaul is also eligible to receive annual equity compensation, the amount and form of which will be determined by the Compensation Committee in accordance with the Company’s equity compensation policies.