YZi Labs Refutes “Secret Side Agreement” Claims by BNC and Confirms SSA Termination

TLDR:

• YZi Labs formally terminated the SSA on Dec 11, 2025, with full notice to BNC Board.
• The SSA was publicly disclosed in Schedule 13D and consent solicitation filings.
• YZi Labs repeatedly offered to waive all fees to support AMA amendments.
• No agreement involving YZi Labs currently blocks any changes to the Asset Management Agreement.

YZi Labs, a major stockholder of CEA Industries Inc. (NASDAQ: BNC), issued a statement responding to claims made in BNC’s February 4, 2026 press release.

The company rejected assertions that it blocked amendments to 10X Capital’s Asset Management Agreement (AMA) through a secret agreement.

YZi Labs emphasized that the Strategic Services Agreement (SSA) was formally terminated on December 11, 2025, and disclosed in multiple filings, ensuring full transparency to BNC’s Board, management, and stockholders.

Strategic Services Agreement Was Fully Disclosed

YZi Labs clarified that the SSA was negotiated and executed with full awareness of BNC, its Board, and legal counsel.

Hans Thomas, CEO of 10X Capital and BNC director, along with Alexander Monje, Chief Legal Officer of 10X Capital, directly participated in negotiating the SSA.

Two additional individuals with connections to both 10X Capital and BNC management—Russell Read and David Namdar—were fully aware of the agreement’s terms.

YZi Labs stated, “It is appalling for BNC to now suggest that the SSA was undisclosed or secretive.” The company highlighted that legal counsel, including Winston & Strawn LLP, advised 10X Capital regarding the SSA, confirming procedural compliance.

The SSA was publicly disclosed by YZi Labs in its Schedule 13D filing on November 26, 2025, with a copy of the SSA attached.

A preliminary consent solicitation statement filed on December 1, 2025, also included disclosure of the SSA. YZi Labs noted, “We disclosed the SSA both in our initial Schedule 13D filing and in our preliminary consent solicitation statement, which BNC, its Board, and management are well aware of.”

The company emphasized that BNC’s claims of a “secret side agreement” are inaccurate and misleading. “The Strategic Services Agreement was negotiated and executed with full knowledge of BNC’s Board and management,” the statement read, reinforcing that the SSA was never hidden.

SSA Termination Prevented Any Blocking of AMA Changes

YZi Labs formally terminated the SSA on December 11, 2025, by delivering written notice to 10X Capital. A letter to the BNC Board on December 13, 2025, confirmed the termination.

“With repeated offers to waive all fees and termination of the SSA, we do not see any way the SSA could possibly block any amendment to the AMA,” YZi Labs said.

Despite repeated offers, 10X Capital did not engage substantively regarding fee reductions. YZi Labs pointed out that the Board acknowledged the SSA termination in a January 12, 2026 response letter, raising no questions about its status.

In early February 2026, YZi Labs addressed claims from certain stockholders that the SSA was still valid. “We forwarded the December 11, 2025 SSA Termination Notice to BNC CEO Mr. Namdar to clarify the SSA’s terminated status,” the company said.

YZi Labs concluded, “We remain committed to transparency and the best interests of all BNC stockholders,” confirming that no agreement involving YZi Labs currently blocks amendments to the AMA.

The company continues to support governance arrangements reflecting market standards and long-term value creation.

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