New material contract exhibits, the moment they hit SEC EDGAR.

…

INDEMNIFICATION AGREEMENT

** **

This Indemnification Agreement (this “Agreement”) is entered into as of September 28, 2026 by and between Bitari Inc., a Texas corporation (the “Company”), and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable.

RECITALS

** **

The Board of Directors of the Company (the “Board of Directors”) has determined that the inability to attract and retain highly competent persons to serve the Company is detrimental to the best interests of the Company and its stockholders and that it is reasonable and necessary for the Company to provide adequate protection to such persons against risks of claims and actions against them arising out of their services to the Company.

AGREEMENT

** **

In consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

A.	DEFINITIONS

The following terms shall have the meanings defined below:

…

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “Agreement”) is entered into as of September 28, 2026 by and between Bitari Inc., a Texas corporation (the “Company”), and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable.

RECITALS

The Board of Directors of the Company (the “Board of Directors”) has determined that the inability to attract and retain highly competent persons to serve the Company is detrimental to the best interests of the Company and its stockholders and that it is reasonable and necessary for the Company to provide adequate protection to such persons against risks of claims and actions against them arising out of their services to the Company.

AGREEMENT

In consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

A. DEFINITIONS

The following terms shall have the meanings defined below:

…

INDEMNIFICATION

AGREEMENT

** **

This Indemnification Agreement (this “Agreement”) is entered into as of September 28, 2026by and between Bitari Inc., a Texas corporation (the “Company”), and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable, and shall become effective upon the commencement of trading of the Company’s shares of common stock on the Nasdaq stock market (the “Effective Date”). 

RECITALS

** **

The Board of Directors of the Company (the “Board of Directors”) has determined that the inability to attract and retain highly competent persons to serve the Company is detrimental to the best interests of the Company and its stockholders and that it is reasonable and necessary for the Company to provide adequate protection to such persons against risks of claims and actions against them arising out of their services to the Company.

AGREEMENT

** **

In consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

…

INDEMNIFICATION

AGREEMENT

** **

This Indemnification Agreement (this “Agreement”) is entered into as of September 28, 2026 by and between Bitari Inc., a Texas corporation (the “Company”), and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable.

RECITALS

** **

The Board of Directors of the Company (the “Board of Directors”) has determined that the inability to attract and retain highly competent persons to serve the Company is detrimental to the best interests of the Company and its stockholders and that it is reasonable and necessary for the Company to provide adequate protection to such persons against risks of claims and actions against them arising out of their services to the Company.

AGREEMENT

** **

In consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

	A.	DEFINITIONS

The following terms shall have the meanings defined below:

…

INDEMNIFICATION

AGREEMENT

** **

This Indemnification Agreement (this “Agreement”) is entered into as of September 28, 2026 by and between Bitari Inc., a Texas corporation (the “Company”), and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable, and shall become effective upon the commencement of trading of the Company’s shares of common stock on the Nasdaq stock market (the “Effective Date”).

RECITALS

** **

The Board of Directors of the Company (the “Board of Directors”) has determined that the inability to attract and retain highly competent persons to serve the Company is detrimental to the best interests of the Company and its stockholders and that it is reasonable and necessary for the Company to provide adequate protection to such persons against risks of claims and actions against them arising out of their services to the Company.

AGREEMENT

** **

In consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

…

INDEMNIFICATION AGREEMENT

** **

This Indemnification Agreement (this “Agreement”) is entered into as of October 5, 2026 by and between Bitari Inc., a Texas corporation (the “Company”), and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable, and shall become effective upon the commencement of trading of the Company’s shares of common stock on the Nasdaq stock market (the “Effective Date”).

RECITALS

** **

The Board of Directors of the Company (the “Board of Directors”) has determined that the inability to attract and retain highly competent persons to serve the Company is detrimental to the best interests of the Company and its stockholders and that it is reasonable and necessary for the Company to provide adequate protection to such persons against risks of claims and actions against them arising out of their services to the Company.

AGREEMENT

** **

In consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

…

INDEMNIFICATION

AGREEMENT

** **

This Indemnification Agreement (this “Agreement”) is entered into as of September 28, 2026 by and between Bitari Inc., a Texas corporation (the “Company”), and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable.

RECITALS

** **

The Board of Directors of the Company (the “Board of Directors”) has determined that the inability to attract and retain highly competent persons to serve the Company is detrimental to the best interests of the Company and its stockholders and that it is reasonable and necessary for the Company to provide adequate protection to such persons against risks of claims and actions against them arising out of their services to the Company.

AGREEMENT

** **

In consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

	A.	DEFINITIONS

The following terms shall have the meanings defined below:

…

AMENDMENT TO THE

INVESTMENT MANAGEMENT TRUST AGREEMENT

This Amendment No. 6 (this “Amendment”), dated as of October 13, 2026, to the Investment Management Trust Agreement (as defined below) is made by and between Alpha Star Acquisition Corporation, a Cayman Islands exempted company (the “Company”) and Wilmington Trust, National Association, a national banking association (the “Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.

WHEREAS, the Company and the Trustee entered into an Investment Management Trust Agreement, dated December 9, 2021 (the “Trust Agreement”);

WHEREAS, at an Extraordinary General Meeting of the Company held on December 11, 2025, the Company’s shareholders approved a proposal to amend the Trust Agreement to provide the Company the right to extend the date on which to commence liquidating the Trust Account from December 15, 2025 to December 15, 2026 for an extension fee of $35,000, which payment shall be paid into the Trust Account.

…

** **

Exhibit 10.2

** **

THE EXCHANGE CONTEMPLATED HEREIN IS INTENDED TO COMPORT WITH THE REQUIREMENTS OF SECTION 3(a)(9) OF THE SECURITIES ACT OF 1933, AS AMENDED.

EXCHANGE AGREEMENT

This Exchange Agreement (this “Agreement”) is entered into as of October 2, 2026 by and between Horberg Enterprises LP (“Investor”), and American Rebel Holdings, Inc., a Nevada corporation (“Company”).

A. Company previously exchanged and issued to Investor 81 shares of Series E Preferred Stock, par value $0.001 per share (the “Series E Preferred”) pursuant to that certain Exchange Agreement entered into as of October 2, 2026.

…

** **

Exhibit 10.1

** **

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THE EXCHANGE CONTEMPLATED HEREIN IS INTENDED TO COMPORT WITH THE REQUIREMENTS OF SECTION 3(a)(9) OF THE SECURITIES ACT OF 1933, AS AMENDED.

EXCHANGE AGREEMENT

This Exchange Agreement (this “Agreement”) is entered into as of October 2, 2026 by and between Horberg Enterprises, LP (“Investor”), and American Rebel Holdings, Inc., a Nevada corporation (“Company”).

A. Company previously sold and issued to Investor 100,000 shares of Series D Convertible Preferred Stock, valued at $7.50 per share (the “Series D Preferred”) pursuant to that certain Securites Purchase Agreement entered into as of October 1, 2025.

…

TERMINATION AGREEMENT AND MUTUAL RELEASE

THIS TERMINATION AGREEMENT AND MUTUAL RELEASE (the “Agreement”), is made and entered into as of October 12, 2026, by and between 218 LLC, a Tennessee limited liability company (“Seller”) and American Rebel Holdings, Inc. a Nevada corporation, (“Buyer”, and together with Seller, the “Parties,” and each, a “Party”). The Effective Date is the actual date of simultaneous delivery described in Section 13.

RECITALS

WHEREAS, Seller and Buyer previously entered into that certain Membership Interest Purchase Agreement with an effective date of September 15, 2025, related to the sale and purchase of the membership interests of Seller (the “Membership Interest Purchase Agreement”).

WHEREAS, in connection with the Membership Interest Purchase Agreement, Seller and Buyer executed a Secured Convertible Term Note with an effective date of September 15, 2025 (the “Secured Note”).

…

Execution Version

BMW VEHICLE LEASE TRUST 2026-2,

as Issuer,

BMW FINANCIAL SERVICES NA, LLC,

as Administrator,

BMW AUTO LEASING LLC,
as Transferor,

and

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Indenture Trustee

ISSUER ADMINISTRATION AGREEMENT

Dated as of October 14, 2026

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TABLE OF CONTENTS

Page

1.1.	Capitalized Terms; Interpretive Provisions.	1
1.2.	Duties of the Administrator.	2
1.3.	Records	8
1.4.	Compensation	8
1.5.	Additional Information to be Furnished to the Issuer	8
1.6.	Independence of the Administrator	8
1.7.	No Joint Venture	8

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Execution Version

BMW MANUFACTURING L.P.,
as Transferor,

and

BMW AUTO LEASING LLC,
as Transferee

---

SUBI CERTIFICATE TRANSFER AGREEMENT

Dated as of October 14, 2026

---

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TABLE OF CONTENTS

Page

ARTICLE ONE	DEFINITIONS	1
Section 1.01.	Definitions	1
Section 1.02.	Interpretive Provisions	2

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Execution Version

ASSET REPRESENTATIONS REVIEW AGREEMENT

BMW VEHICLE LEASE TRUST 2026-2,

as Issuer

and

BMW FINANCIAL SERVICES NA, LLC,

as Servicer

and

CLAYTON FIXED INCOME SERVICES LLC,

as Asset Representations Reviewer

_____________________________

Dated as of October 14, 2026

_____________________________

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TABLE OF CONTENTS

Page

…

Execution Version

FINANCIAL SERVICES VEHICLE TRUST,

as Vehicle Trust,

and

BMW MANUFACTURING L.P.,

as UTI Beneficiary,

and

BMW FINANCIAL SERVICES NA, LLC,

as Servicer and Sponsor

2026-2 SERVICING SUPPLEMENT Dated as of October 14, 2026

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TABLE OF CONTENTS

Page

…

Execution Version

BMW AUTO LEASING LLC,
as Transferor,

and

WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Owner Trustee

	AMENDED AND RESTATED TRUST AGREEMENT Dated as of October 14, 2026

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TABLE OF CONTENTS

Page

ARTICLE ONE DEFINITIONS		1
Section 1.01.	Capitalized Terms	1

…

Execution Version

BMW AUTO LEASING LLC,
as Transferor,

and

BMW VEHICLE LEASE TRUST 2026-2,
as Transferee

---

ISSUER SUBI CERTIFICATE TRANSFER AGREEMENT

Dated as of October 14, 2026

---

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TABLE OF CONTENTS

Page

ARTICLE ONE DEFINITIONS		2
Section 1.01.	Definitions	2
Section 1.02.	Interpretive Provisions	2
ARTICLE TWO TRANSFER OF 2026-2 SUBI CERTIFICATE		2

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Execution Version

FINANCIAL SERVICES VEHICLE TRUST,

BMW MANUFACTURING L.P.,

BMW AUTO LEASING LLC,

BMW VEHICLE LEASE TRUST 2026-2,

and

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

as Indenture Trustee

---

BACK-UP SECURITY AGREEMENT

Dated as of October 14, 2026

---

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TABLE OF CONTENTS

Page

ARTICLE ONE DEFINITIONS		2
Section 1.01.	Definitions	2
Section 1.02.	Interpretive Provisions	3

…

Execution Version

BMW MANUFACTURING L.P.,
as Grantor and UTI Beneficiary,

and

BNY MELLON TRUST OF DELAWARE,

formerly known as The Bank of New York (Delaware),
as Vehicle Trustee

	2026-2 VEHICLE TRUST SUPPLEMENT Dated as of October 14, 2026

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TABLE OF CONTENTS

Page

…

Execution Version

BMW VEHICLE LEASE TRUST 2026-2,
as Issuer,

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
not in its individual capacity but solely as Indenture Trustee

and as Secured Party,

and

U.S. BANK NATIONAL ASSOCIATION,

as Securities Intermediary

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CONTROL AGREEMENT

Dated as of October 14, 2026

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TABLE OF CONTENTS

Page

ARTICLE ONE DEFINITIONS		1

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SECOND ADDENDUM TO MASTER LOAN AGREEMENT

This Second Addendum to Master Loan Agreement (this “Addendum”) is made effective as of October 12, 2026 (the “Effective Date”), by and between Payward Interactive, Inc. (“Lender”) and USBC, Inc. (“Borrower”). Capitalized terms used but not defined in this Addendum have the meanings given to them in the MLA (as defined herein).

RECITALS

WHEREAS, Lender and Borrower are parties to that certain Master Loan Agreement, dated as of March 18, 2026 (as amended, restated, supplemented or otherwise modified from time to time, the “MLA”), pursuant to which Lender will loan certain Fiat Currency or Digital Currency to Borrower for Borrower’s use, and Borrower will pay a Loan Fee as provided in the applicable Loan Term Sheet and return such Fiat Currency or Digital Currency to Lender upon the termination of the Loan or upon such earlier date in accordance with the terms and conditions of the MLA;

…

​

Exhibit 10.1

​

October 8, 2026

Matt Zafirovski

1299 Trapp Lane

Winnetka, IL 60093

​

Dear Matt,

​

Welcome to Connection! We are pleased to confirm our offer of employment to join our Company as President and Chief Operating Officer working out of our Merrimack, NH facility beginning on October 12, 2026. You will report to Tim McGrath, CEO.

​

Your starting base salary will be $700,000 annually or $26,923 per biweekly pay period. The President and Chief Operating Officer position has a pay class of salaried and is exempt from overtime pay. As such, you will be paid a fixed salary, and you will not receive overtime pay for hours worked over 40 per week. At Connection, the pay week runs Saturday through Friday. The pay period is comprised of two pay weeks. Pay day is biweekly on Friday following the end of the pay period. The salary for your first pay period may be prorated dependent upon your start date.

​

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Incentive Compensation Plan

(“ICP”)

Commencing Fiscal Year 2027

Company

Confidential

1

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KULICKE AND SOFFA INDUSTRIES, INC.

INCENTIVE COMPENSATION PLAN

Purpose

The purpose of the Kulicke and Soffa Industries, Inc., together with its affiliates (collectively, “Company” or “K&S”) Incentive Compensation Plan (“Plan” or “ICP”) is to:

•focus the efforts of Plan participants to achieve financial goals and individual objectives and maximize personal performance consistent with the Company’s business strategy

•provide Plan participants with the opportunity to earn an annual ICP award based on Corporate and Business Unit (“BU”) (if appropriate) financial performance and individual performance

•align the interests of our employees and K&S shareholders by providing awards that are commensurate with business performance

Effective Date

…

THIS PROMISSORY NOTE (THIS “NOTE”) AND THE SECURITIES INTO WHICH THE NOTE MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND THIS NOTE AND THE SECURITIES INTO WHICH THIS NOTE MAY BE CONVERTED MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER THAT SUCH REGISTRATION IS NOT REQUIRED.

PROMISSORY NOTE

Principal Amount: $150,000		Dated as of October 12, 2026

…

Demand Note

$75,000.00	October 8, 2026
	Beverly Hills, California

For value received, Nordicus Partners Corporation, a Delaware corporation (“Maker”), promises to pay to the order of AC Nordic ApS, a Danish private limited company (“Payee”) at Strandvejen 60, 5, 2900 Hellerup, Denmark, or at such other location as Payee may from time to time designate, the principal sum of **Seventy Five Thousand and no/100 Dollars ($75,000.00), **or so much thereof as shall be outstanding from time to time, together with interest thereon from the date hereof until this Note has been paid in full on the terms and conditions contained herein.

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SENIOR SECURED PROMISSORY NOTE

** **

$8,500,000.00

October 13, 2026 (the “Issuance Date”)

FOR VALUE RECEIVED, the undersigned, SKYX Platforms Corp. (the “Maker”), a Florida corporation, hereby promises to pay to the order of Massachusetts Mutual Life Insurance Company and MassMutual Ascend Life Insurance Company, or their registered assigns (collectively, “Holder”), the principal amount of USD $8,500,000.00 (the “Principal Amount”), together with interest thereon, in each case in lawful money of the United States of America and in accordance with the terms and conditions of this Senior Secured Promissory Note (this “Note”).

…

**BRIDGE CREDIT AGREEMENT **

dated as of October 9, 2026

among

FLEX LTD.,

as the Borrower,

CITIBANK, N.A.,

as the Administrative Agent,

and

The Lenders Party Hereto

and

**CITIBANK, N.A. **

and

**BOFA SECURITIES, INC. **

as Joint Lead Arrangers and Joint Bookrunners

and

BANK OF AMERICA, N.A., as Syndication Agent

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**TABLE OF CONTENTS **

| | | | | | | | | -------------------------------------------------- | - | ------------------------------------------------------------ | : | :--: | -: | - | | | | | | | | | | | | | | Page | | | | ARTICLE I DEFINITIONS AND ACCOUNTING TERMS | | | | | 1 | |

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** **

**Private and Confidential **

** **

**LOCK-UP AGREEMENT **

FF EAI Robotics Ecosystem Inc.

1990 E. Grand Ave.

El Segundo, California 90245

This agreement (this “Lock-up Agreement”) is being delivered to FF EAI Robotics Ecosystem Inc. (formerly known as AIxCrypto Holdings, Inc.), a corporation incorporated under the Laws of the State of Delaware (the “Purchaser”), in connection with that certain transaction agreement dated [●], 2026 (the “Transaction Agreement”), by and among Smart Technology Holdings Ltd., a company incorporated under the Laws of the Cayman Islands (the “Cayman Seller”), Faraday Future Intelligent Electric Inc., a corporation incorporated under the Laws of the State of Delaware (“FFAI” and, together with the Cayman Seller, the “Seller” or “Seller Parties”; each, a “Seller Party”), the Company, FF EAI Robotics Inc., a corporation incorporated under the Laws of the State of California (the “Company”), and FFR Acquisition Sub LLC, pursuant to which the Purchaser will acquire the Company Stock from the Ca

…

** **

Private and Confidential

Execution Version

** **

TRANSITION SERVICES AGREEMENT

** **

This Transition Services Agreement (this “Agreement”), effective as of October 1, 2026 (the “Effective Date”), is made by and between Faraday Future Intelligent Electric Inc. (the “Provider”), FF EAI Robotics Inc. (the “Recipient”) and FF EAI Robotics Ecosystem Inc (the “Purchaser”) (solely for purpose of Sections 2.1, 5.1, 5.2, 6.4 and 11.1). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Transaction Agreement (defined below).

WHEREAS, the Recipient desires to engage the Provider from time-to-time to provide certain services (the “Services”) as more fully described in a Statement of Work in substantially the same form as Exhibit A attached hereto, and the Provider is offering to provide such Services to the Recipient in accordance with the terms of this Agreement.

…

Privileged & Confidential

AMENDED AND RESTATED LEAD INVESTOR AGREEMENT

THIS AMENDED AND RESTATED LEAD INVESTOR AGREEMENT (this “Agreement”) is made and entered into as of October 12, 2026 (the “Signing Date”) by and among (i) FF EAI Robotics Ecosystem Inc. (formerly known as AIxCrypto Holdings, Inc., a Delaware corporation (the “Company”); (ii) FF Global Partners LLC, a Delaware limited liability company (“FFGP” or the “Lead Investor”); (iii) Faraday Future Intelligent Electric Inc., a Delaware corporation (“FFAI”); (iv) Yueting Jia, an individual (“YT”); and (v) Jiawei Wang, an individual (“Jerry” and, together with FFAI, YT and FFGP, the “Group Members” and each, a “Group Member”). The Company, the Lead Investor and the other Group Members are collectively referred to herein as the “Parties” and each, a “Party”.

** **

RECITALS

…

Private and Confidential

** **

SUPPORT AGREEMENT

This SUPPORT AGREEMENT (this “Agreement”) is entered into as of October 12, 2026 by and between FF EAI Robotics Ecosystem Inc. (formerly known as AIxCrypto Holdings, Inc.), a corporation incorporated under the Laws of the State of Delaware (the “Company”), Faraday Future Intelligent Electric Inc., a corporation incorporated under the Laws of the State of Delaware (“FFAI”), Yueting Jia, an individual (“YT”), and Jiawei Wang, an individual (together with FFAI and YT, collectively, the “Stockholders” and each a “Stockholder”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Transaction Agreement (as defined below).

…

AMENDED AND RESTATED LEAD INVESTOR AGREEMENT

THIS AMENDED AND RESTATED LEAD INVESTOR AGREEMENT (this “Agreement”) is made and entered into as of October 12, 2026 (the “Signing Date”) by and among (i) FF EAI Robotics Ecosystem Inc. (formerly known as AIxCrypto Holdings, Inc., a Delaware corporation (the “Company”); (ii) FF Global Partners LLC, a Delaware limited liability company (“FFGP” or the “Lead Investor”); (iii) Faraday Future Intelligent Electric Inc., a Delaware corporation (“FFAI”); (iv) Yueting Jia, an individual (“YT”); and (v) Jiawei Wang, an individual (“Jerry” and, together with FFAI, YT and FFGP, the “Group Members” and each, a “Group Member”). The Company, the Lead Investor and the other Group Members are collectively referred to herein as the “Parties” and each, a “Party”.

RECITALS

…

** **

FORM OF** LOCK-UP AGREEMENT**

** **

FF EAI Robotics Ecosystem Inc.

1990 E. Grand Ave.

El Segundo, California 90245

This agreement (this “Lock-up Agreement”) is being delivered to FF EAI Robotics Ecosystem Inc. (formerly known as AIxCrypto Holdings, Inc.), a corporation incorporated under the Laws of the State of Delaware (the “Purchaser”), in connection with that certain transaction agreement dated [●], 2026 (the “Transaction Agreement”), by and among Smart Technology Holdings Ltd., a company incorporated under the Laws of the Cayman Islands (the “Cayman Seller”), Faraday Future Intelligent Electric Inc., a corporation incorporated under the Laws of the State of Delaware (“FFAI” and, together with the Cayman Seller, the “Seller” or “Seller Parties”; each, a “Seller Party”), the Company, FF EAI Robotics Inc., a corporation incorporated under the Laws of the State of California (the “Company”), and FFR Acquisition Sub LLC, pursuant to which the Purchaser will acquire the Company Stock from the Cayman Seller in excha

…

FORM OF** SUPPORT AGREEMENT**

This SUPPORT AGREEMENT (this “Agreement”) is entered into as of [●], 2026 by and between FF EAI Robotics Ecosystem Inc. (formerly known as AIxCrypto Holdings, Inc.), a corporation incorporated under the Laws of the State of Delaware (the “Company”), Faraday Future Intelligent Electric Inc., a corporation incorporated under the Laws of the State of Delaware (“FFAI”), Yueting Jia, an individual (“YT”), and Jiawei Wang, an individual (together with FFAI and YT, collectively, the “Stockholders” and each a “Stockholder”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Transaction Agreement (as defined below).

…

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TRANSITION SERVICES AGREEMENT

** **

This Transition Services Agreement (this “Agreement”), effective as of October 1, 2026 (the “Effective Date”), is made by and between Faraday Future Intelligent Electric Inc. (the “Provider”), FF EAI Robotics Inc. (the “Recipient”) and FF EAI Robotics Ecosystem Inc (the “Purchaser”) (solely for purpose of Sections 2.1, 5.1, 5.2, 6.4 and 11.1). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Transaction Agreement (defined below).

WHEREAS, the Recipient desires to engage the Provider from time-to-time to provide certain services (the “Services”) as more fully described in a Statement of Work in substantially the same form as Exhibit A attached hereto, and the Provider is offering to provide such Services to the Recipient in accordance with the terms of this Agreement.

…

** **

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FORM OF** SECURITIES PURCHASE AGREEMENT**

** **

This Securities Purchase Agreement (this “Agreement”) is dated as of October 12, 2026 by and among FF EAI Robotics Ecosystem Inc. (formerly known as “AIxCrypto Holdings, Inc.”), a Delaware corporation (the “Company”) and the purchasers listed on Schedule I hereto (each, a “Purchaser” and collectively, the “Purchasers”). Each of the Company and the Purchasers is referred to herein individually as a “Party” and collectively as the “Parties.”

WHEREAS, concurrently with the execution of this Agreement, on October 12, 2026, the Company has entered into the Acquisition Agreement, pursuant to which, among other things, the Company will acquire from Smart Technology Holdings Ltd., a wholly owned subsidiary of FFAI, all of the issued and outstanding capital stock of RobotCo in exchange for the FF Consideration Securities, and RobotCo will thereafter merge with and into a wholly owned subsidiary of the Company;

…

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS
EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE OF INFORMATION
THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

[***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

SEVENTH AMENDMENT TO THE REVENUE INTEREST FINANCING AGREEMENT

This SEVENTH AMENDMENT TO THE REVENUE INTEREST FINANCING AGREEMENT (this “Amendment”), dated as of October 13, 2026 (the “Seventh Amendment Effective Date”), is entered into by and between Liquidia Technologies, Inc., a Delaware corporation (the “Company”), and Healthcare Royalty Partners IV, L.P., a Delaware limited partnership, as the sole Investor and Investor Representative under the Agreement (as defined below) (the “Investor Representative”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement (as defined below).

RECITALS

…

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

[***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

SETTLEMENT AND TERMINATION AGREEMENT

This Settlement and Termination Agreement (this “Agreement”) is entered into as of October 11, 2026, between Liquidia Technologies, Inc., a Delaware corporation (“Liquidia”), and Sandoz Inc., a Delaware corporation (“Sandoz”). Capitalized terms used but not defined in this Agreement have the meanings given in the Promotion Agreement (as defined below).

RECITALS:

…

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

[***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

SETTLEMENT AGREEMENT

This Settlement Agreement (this “Agreement”) is made and entered into as of the last date of signature of this Agreement (the “Execution Date”), by and between United Therapeutics Corporation, a Delaware public benefit corporation with a principal place of business at 1000 Spring Street, Silver Spring, Maryland 20910 (“UTC”), and Liquidia Technologies, Inc., a corporation organized and existing under the laws of Delaware, with a principal place of business at 419 Davis Drive, Suite 100, Morrisville, North Carolina 27560 (“Liquidia”) (each of UTC and Liquidia may be referred to herein, individually, as a “Party” and, together, as the “Parties”).

WHEREAS, the Parties have been and/or are engaged in the Contested Proceedings (as defined below);

…

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

[***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

SETTLEMENT AND TERMINATION AGREEMENT

This Settlement and Termination Agreement (this “Agreement”) is entered into as of October 8, 2026, between Liquidia PAH, LLC (previously named RareGen, LLC), a Delaware limited liability company (“RareGen”), and its parent company, Liquidia Technologies, Inc., a Delaware corporation (“Liquidia” and together with RareGen, the “RareGen Parties”), and Henderson SPV, LLC, a Delaware limited liability company (“Financer”). Capitalized terms used but not defined in this Agreement have the meanings given in the Financing Agreement (as defined below).

RECITALS:

A. Financer and RareGen are parties to that certain Financing Agreement, dated as of June 4, 2020 (as amended, supplemented or otherwise modified from time to time, the “Financing Agreement”).

…

**CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT
 BECAUSE IT IS NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE
REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. **

[***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

SETTLEMENT AND TERMINATION AGREEMENT

This Settlement and Termination Agreement (this “Agreement”) is entered into as of October 10, 2026, between Liquidia PAH, LLC (previously named RareGen, LLC), a Delaware limited liability company (“RareGen”), and its parent company, Liquidia Technologies, Inc., a Delaware corporation (“Liquidia” and together with RareGen, the “Liquidia Parties”), and PBM RG Holdings, LLC, a Delaware limited liability company (“PBM”). Capitalized terms used but not defined in this Agreement have the meanings given in the Indemnification Agreement (as defined below).

RECITALS:

…

REGISTRATION RIGHTS AGREEMENT

** **

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2026, is made and entered into by and between Spring Valley Acquisition Corp. V, a Cayman Islands exempted company (the “Company”), Spring Valley Acquisition V Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), Cohen & Company Capital Markets, a division of Cohen and Company Securities, LLC (the “Representative”), and the other undersigned parties listed under Holders on the signature page hereto (the Sponsor, the Representative, such other parties, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

RECITALS

** **

…

**FORM OF PRIVATE PLACEMENT WARRANT SUBSCRIPTION AGREEMENT **

BETWEEN

SPRING VALLEY ACQUISITION CORP. V

AND

THE UNDERWRITERS

THIS PRIVATE PLACEMENT WARRANT SUBSCRIPTION AGREEMENT, dated as of [●], 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Spring Valley Acquisition Corp. V, a Cayman Islands exempted company (the “Company”), and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (the “Purchaser”).

WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting of one Class A Ordinary Share, par value $0.0001 per share, of the Company (an “Ordinary Share”), and one-fifth of one redeemable public warrant, as set forth in the Company’s Registration Statement on Form S-1, filed with the U.S. Securities and Exchange Commission (the “SEC”), File No. 333-296571 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”); and

…

** **

[   ], 2026

Spring Valley Acquisition Corp. V

4030 Maple Avenue, Suite 500

Dallas, TX 75219

Re: Initial Public Offering

Ladies and Gentlemen:

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Spring Valley Acquisition Corp. V, a Cayman Islands exempted company (the “Company”), Cohen & Company Capital Markets, a division of Cohen and Company Securities, LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value US $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one-fifth of one redeemable public warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one

…

PRIVATE PLACEMENT WARRANT SUBSCRIPTION AGREEMENT

THIS PRIVATE PLACEMENT WARRANT SUBSCRIPTION AGREEMENT, dated as of [ ], 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Spring Valley Acquisition Corp. V, a Cayman Islands exempted company (the “Company”), and Spring Valley Acquisition V Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).

WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting of one Class A Ordinary Share, par value $0.0001 per share, of the Company (an “Ordinary Share”), and one-fifth of one redeemable public warrant, as set forth in the Company’s Registration Statement on Form S-1, filed with the U.S. Securities and Exchange Commission (the “SEC”), File No. 333-296571 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”); and

…

**Exhibit 10.9 **

** **

Spring Valley Acquisition Corp. V

4030 Maple Avenue, Suite 500

Dallas, TX 75219

[        ], 2026

Spring Valley Acquisition V Sponsor, LLC

4030 Maple Avenue, Suite 500

Dallas, TX 75219

Ladies and Gentlemen:

This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering of the securities (the “IPO”) of Spring Valley Acquisition Corp. V (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Spring Valley Acquisition V Sponsor, LLC (the “Sponsor”) shall make available to the Company certain office space, utilities and secretarial and administrative support as may be required by the Company from time to time, situated at 4030 Maple Avenue, Suite 500, D

…

INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2026 by and between Spring Valley Acquisition Corp. V, a Cayman Islands exempted company (the “Company”), and Odyssey Transfer and Trust Company, a Minnesota corporation (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1 (File No. 333-296571) (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering (the “Offering”) of the Company’s units (the “Units”), each of which consists of one of the Company’s Class A ordinary shares, par value US$0.0001 per share (the “Ordinary Shares”), and one-fifth of one redeemable public warrant, has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission;

…

INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [  ], 2026.

** **

Between:

(1)	SPRING VALLEY ACQUISITION CORP. V, an exempted company incorporated under the laws of the Cayman Islands, 4030 Maple Avenue, Suite 500, Dallas, TX 75219, United States of America (the “Company”); and

(2)	[·] (“Indemnitee”).

** **

Whereas:

…

**SECOND AMENDMENT TO MASTER INTERCOMPANY FACILITY AGREEMENT **

**(Ripple Labs Inc. – Pathfinder Digital Assets LLC) **

This Second Amendment to Master Intercompany Facility Agreement (this “Second Amendment”) is effective as of October 7, 2026 (the “Second Amendment Effective Date”), and amends that certain Master Intercompany Facility Agreement, dated as of November 6, 2025, between Ripple Labs Inc., a Delaware corporation (“Ripple” or the “Lender”), and Pathfinder Digital Assets LLC, a Delaware limited liability company (“Pathfinder” or the “Borrower,” and together with Ripple, the “Parties,” each, a “Party”), as amended by that certain Amendment to Revolving Loan Agreement effective as of February 11, 2026 (the “First Amendment” and, together with such Master Intercompany Facility Agreement, the “Agreement”). All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.

…

FORM OF Seller LOCK-UP AGREEMENT

THIS LOCK-UP AGREEMENT (this “Agreement”), dated as of [●], is made and entered into by and among Pioneer Acquisition I Corp., a Cayman Islands exempted company (which shall transfer by way of continuation and domesticate as a Delaware corporation prior to the Closing) (the “Purchaser”), Green AI Cloud, Inc., a Delaware corporation (the “Company”), and the Persons set forth on Schedule I hereto (such Persons, together with any Person who hereafter becomes a party to this Agreement pursuant to Section 2 of this Agreement, the “Sellers” and each, a “Seller”). For purposes of this Agreement, the Sellers are the holders of equity securities of the Company and any transferee who becomes a party pursuant to Section 2. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined herein).

…

VOTING AND SUPPORT AGREEMENT

This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is dated as of October 6, 2026, by and among Pioneer Acquisition I Corp., a Cayman Islands exempted company (which shall transfer by way of continuation and domesticate as a Delaware corporation prior to the Closing) (the “Purchaser”), the Persons set forth on Schedule I hereto (each, a “Seller” and collectively, the “Sellers”) and Green AI Cloud, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).

WHEREAS, as of the date hereof, the Sellers, as the Company Shareholders, are the holders of such number of shares of Company Common Stock as are indicated opposite each of their names on Schedule I attached hereto (collectively, the “Subject Securities”);

…

FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], is made and entered into by and among Green AI Cloud, Inc., a Delaware corporation (the “Company”), Pioneer Acquisition 1 Sponsor Holdco LLC, a Delaware limited liability company (the “Sponsor”), the members of the Sponsor identified on the signature pages hereto under “Other Sponsor Holders” (such members, together with the Sponsor, each a “Sponsor Holder” and collectively, the “Sponsor Holders”), each of the undersigned parties listed on the signature page hereto under “Seller Holders” (each, a “Seller Holder” and collectively, the “Seller Holders”), and each of the undersigned parties listed on the signature page hereto under “Other Holders” (each, an “Other Holder” and collectively, the “Other Holders,” and each such party, together with the Sponsor Holders, the Seller Holders and any Person who hereafter becomes a party to this Agreement pursuant to Section 5.02, a “Holder” and collectively the “

…

SPONSOR SUPPORT AGREEMENT

THIS SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made as of October 6, 2026 by and among (i) Pioneer Acquisition I Corp., a Cayman Islands exempted company incorporated with limited liability (together with its successors, including after the Domestication (as defined below), the “Purchaser”), (ii) Green AI Cloud, Inc., a Delaware corporation (the “Company”), (iii) Pioneer Acquisition 1 Sponsor Holdco LLC, a Delaware limited liability company (the “Sponsor”), and (iv) each other holder of Purchaser Class B Ordinary Shares (or any other equity securities of the Purchaser) who becomes a party to this Agreement by executing a joinder hereto (each such Person, together with the Sponsor, a “Holder” and, collectively, the “Holders”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement.

…

FORM OF SPONSOR LOCK-UP AGREEMENT

THIS LOCK-UP AGREEMENT (this “Agreement”), dated as of [●], is made and entered into by and between Pioneer Acquisition I Corp., a Cayman Islands exempted company (which shall transfer by way of continuation and domesticate as a Delaware corporation prior to the Closing) (the “Purchaser”), and Pioneer Acquisition 1 Sponsor Holdco LLC, a Delaware limited liability company (the “Sponsor” and, together with any Person who hereafter becomes a party to this Agreement pursuant to Section 2, the “Securityholders” and each, a “Securityholder”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined herein).

…

SPONSOR SUPPORT AGREEMENT

THIS SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made as of October 6, 2026 by and among (i) Pioneer Acquisition I Corp., a Cayman Islands exempted company incorporated with limited liability (together with its successors, including after the Domestication (as defined below), the “Purchaser”), (ii) Green AI Cloud, Inc., a Delaware corporation (the “Company”), (iii) Pioneer Acquisition 1 Sponsor Holdco LLC, a Delaware limited liability company (the “Sponsor”), and (iv) each other holder of Purchaser Class B Ordinary Shares (or any other equity securities of the Purchaser) who becomes a party to this Agreement by executing a joinder hereto (each such Person, together with the Sponsor, a “Holder” and, collectively, the “Holders”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement.

…

VOTING AND SUPPORT AGREEMENT

This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is dated as of October 6, 2026, by and among Pioneer Acquisition I Corp., a Cayman Islands exempted company (which shall transfer by way of continuation and domesticate as a Delaware corporation prior to the Closing) (the “Purchaser”), the Persons set forth on Schedule I hereto (each, a “Seller” and collectively, the “Sellers”) and Green AI Cloud, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).

WHEREAS, as of the date hereof, the Sellers, as the Company Shareholders, are the holders of such number of shares of Company Common Stock as are indicated opposite each of their names on Schedule I attached hereto (collectively, the “Subject Securities”);

…

FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], is made and entered into by and among Green AI Cloud, Inc., a Delaware corporation (the “Company”), Pioneer Acquisition 1 Sponsor Holdco LLC, a Delaware limited liability company (the “Sponsor”), the members of the Sponsor identified on the signature pages hereto under “Other Sponsor Holders” (such members, together with the Sponsor, each a “Sponsor Holder” and collectively, the “Sponsor Holders”), each of the undersigned parties listed on the signature page hereto under “Seller Holders” (each, a “Seller Holder” and collectively, the “Seller Holders”), and each of the undersigned parties listed on the signature page hereto under “Other Holders” (each, an “Other Holder” and collectively, the “Other Holders,” and each such party, together with the Sponsor Holders, the Seller Holders and any Person who hereafter becomes a party to this Agreement pursuant to Section 5.02, a “Holder” and collectively the “

…

FORM OF SPONSOR LOCK-UP AGREEMENT

THIS LOCK-UP AGREEMENT (this “Agreement”), dated as of [●], is made and entered into by and between Pioneer Acquisition I Corp., a Cayman Islands exempted company (which shall transfer by way of continuation and domesticate as a Delaware corporation prior to the Closing) (the “Purchaser”), and Pioneer Acquisition 1 Sponsor Holdco LLC, a Delaware limited liability company (the “Sponsor” and, together with any Person who hereafter becomes a party to this Agreement pursuant to Section 2, the “Securityholders” and each, a “Securityholder”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined herein).

…

FORM OF Seller LOCK-UP AGREEMENT

THIS LOCK-UP AGREEMENT (this “Agreement”), dated as of [●], is made and entered into by and among Pioneer Acquisition I Corp., a Cayman Islands exempted company (which shall transfer by way of continuation and domesticate as a Delaware corporation prior to the Closing) (the “Purchaser”), Green AI Cloud, Inc., a Delaware corporation (the “Company”), and the Persons set forth on Schedule I hereto (such Persons, together with any Person who hereafter becomes a party to this Agreement pursuant to Section 2 of this Agreement, the “Sellers” and each, a “Seller”). For purposes of this Agreement, the Sellers are the holders of equity securities of the Company and any transferee who becomes a party pursuant to Section 2. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined herein).

…

SADOT GROUP INC.

295 E. Renfro Street, Suite 300

Burleson, Texas 76028

October 12, 2026

VisionWave Holdings, Inc.

VisionWave IL Ltd.

300 Delaware Avenue, Suite 210 #301

Wilmington, Delaware 19801

Attention: Douglas Davis, Chief Executive Officer

CMJV LLC

c/o VisionWave Holdings, Inc., at the address above

C.M. Composite Materials Ltd.

Israel

Attention: Matania (Mati) Moskovich, Director

Mr. Matania (Mati) Moskovich

	Re:	Termination of Joint Venture and Operating Agreement dated as of September 30, 2026, and Unwinding of Related Transactions

Ladies and Gentlemen:

…

SADOT GROUP INC.

295 E. Renfro Street, Suite 300

Burleson, Texas 76028

October 12, 2026

VisionWave Holdings, Inc.

VisionWave IL Ltd.

300 Delaware Avenue, Suite 210 #301

Wilmington, Delaware 19801

Attention: Douglas Davis, Chief Executive Officer

CMJV LLC

c/o VisionWave Holdings, Inc., at the address above

C.M. Composite Materials Ltd.

Israel

Attention: Matania (Mati) Moskovich, Director

Mr. Matania (Mati) Moskovich

	Re:	Termination of Joint Venture and Operating Agreement dated as of September 30, 2026, and Unwinding of Related Transactions

Ladies and Gentlemen:

…

[Execution Version]

FIRST AMENDMENT TO CONVERTIBLE PROMISSORY NOTE

This First Amendment to Convertible Promissory Note (this “Amendment”) is entered into as of October 9, 2026, by and among Envoy Technologies, Inc., a Delaware corporation (the “Company”), Blink Charging Co., a Nevada corporation (the “Holder”), CID HoldCo, Inc., a Delaware corporation (the “Buyer”), and, solely with respect to Sections 2, 6, 7, 8, 9 and 11 hereof, BladeRanger Ltd., an Israeli company (“BladeRanger”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in that certain Convertible Promissory Note, dated July 22, 2026, issued by the Company to the Holder in the original principal amount of $12,500,000 (the “Note”), or, where expressly indicated, in the Securities Purchase Agreement (as defined below).

RECITALS

…

[Execution Version]

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is dated as of October 9, 2026, by and between CID Holdco, Inc., a Delaware corporation (the “Company”), BladeRanger Ltd., a company organized under the laws of the State of Israel (the “BladeRanger”), and each purchaser or recipient identified on Annex A hereto (each, including its successors and assigns, together with BladeRanger, an “Investor” and collectively, the “Investors”).

The parties hereby agree as follows:

Section 1. Definitions.

As used in this Agreement, the following terms shall have the following meanings. In addition, capitalized terms used and not otherwise defined herein shall have the meanings set forth in the SPA.

“Business Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

…

** **

[Execution Version]

CID HOLDCO, INC.

LIMITED JOINDER AND ACKNOWLEDGEMET AGREEMENT

This Limited Joinder and Acknowledgement Agreement (this “Joinder Agreement”) is made and delivered as of the date indicated on the signature page hereto by Blink Charging Co., a Nevada corporation (“Blink”), to and for the benefit of CID HoldCo, Inc., a Delaware corporation (the “Buyer”), BladeRanger Ltd. (TASE: BLRN), an Israeli company (“BladeRanger”), and Envoy Technologies, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined in this Joinder Agreement have the meanings given to such terms in the Purchase Agreement (as defined below).

…

[Execution Version]

FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT

This First Amendment to Securities Purchase Agreement (this “Amendment”) is entered into as of October 9, 2026 (the “Amendment Effective Date”), by and among CID HoldCo, Inc., a Delaware corporation (the “Buyer”), BladeRanger Ltd. (TASE: BLRN), an Israeli company (“BladeRanger”), and Envoy Technologies, Inc., a Delaware corporation (the “Company”), and, solely with respect to the provisions expressly applicable to it, Blink Charging Co., a Nevada corporation (“Blink”). Capitalized terms used but not defined in this Amendment have the meanings given to such terms in the Original Agreement (as defined below).

RECITALS

…

[Execution Version]

** **

VOTING AGREEMENT

This VOTING AGREEMENT, dated as of October 9, 2026 (this “Voting Agreement”), is entered into by and among the individuals and entities listed on Exhibit A hereto (each, a “Stockholder” and collectively, the “Stockholders”), and CID HoldCo, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement (as defined below).

** **

…

[●], 2026

Hall Chadwick Acquisition Corp II

CO Ascentium (Cayman) Limited,

P.O. Box 10240,

Grand Cayman KY1-1002, Cayman Islands.

	Re:	Initial Public Offering

Ladies and Gentlemen:

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Hall Chadwick Acquisition Corp II, a Cayman Islands exempted company (the “Company”) and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value US$0.0001 per share, of the Company (the “Class A Ordinary Shares”) and o

…

Exhibit 10.4(a)

FORM OF

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of _____, 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Hall Chadwick Acquisition Corp II, a Cayman Islands exempted company (the “Company”), and Hall Chadwick II LLC, a Cayman Islands limited liability company (the “Purchaser”).

…

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and between Hall Chadwick Acquisition Corp II, a Cayman Islands exempted company (the “Company”), Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (the “Representative”), Representative and Hall Chadwick II LLC, a Cayman Islands limited liability company (the “Sponsor”). (The Sponsor and the Representative together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

RECITALS

WHEREAS, the Company has 10,500,000 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), issued and outstanding, up to 1,500,000 of which will be surrendered to the Company for no consideration depending on the extent to which the underwriters of the Company’s initial public offering exercise their over-allotment option.

…

INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2026 by and between Hall Chadwick Acquisition Corp II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1 (File No. 333-295214) (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”), each of which consists of one of the Company’s Class A ordinary shares, par value US$0.0001 per share (the “Ordinary Shares”), and one half warrant. Each whole warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per full share upon the consummation of the Company’s initial business combination (such initial public offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission;

…

Exhibit 10.4(b)

FORM OF

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of _____, 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Hall Chadwick Acquisition Corp II, a Cayman Islands exempted company (the “Company”), and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (“Cohen”) (the “Purchaser”).

…

ADDENDUM TO DIRECTOR AGREEMENT

This Addendum (the “Addendum”) to the Director Agreement dated effective as of September 20, 2024 (the “Agreement”) by and between Alternative Ballistics Corporation, a Nevada corporation (the “Company”), and Bruce Amaro (the “Director”) is entered into and made effective as of June 25, 2025.

RECITALS

** **

WHEREAS, Section 2.(a) of the Agreement provides that the Director shall receive cash compensation of $5,000 per quarter for services rendered;

WHEREAS, the Company and the Director desire to amend the Agreement to provide for the payment of such quarterly compensation in the form of shares of the Company’s common stock in lieu of cash until further notice;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and in the Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

…

ADDENDUM TO DIRECTOR AGREEMENT

This Addendum (the “Addendum”) to the Director Agreement dated effective as of September 20, 2024 (the “Agreement”) by and between Alternative Ballistics Corporation, a Nevada corporation (the “Company”), and Bruce Culver (the “Director”) is entered into and made effective as of June 25, 2025.

RECITALS

** **

WHEREAS, Section 2.(a) of the Agreement provides that the Director shall receive cash compensation of $5,000 per quarter for services rendered;

WHEREAS, the Company and the Director desire to amend the Agreement to provide for the payment of such quarterly compensation in the form of shares of the Company’s common stock in lieu of cash until further notice;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and in the Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

…

** **

BUSINESS CONSULTING SERVICES AGREEMENT

This BUSINESS CONSULTING SERVICES AGREEMENT (this “Agreement”) is made effective as of the date of the final signature below.

BETWEEN:

**ALTERNATIVE BALLISTICS CORPORATION, **

a corporation registered under the laws of the State of Nevada

(the “Corporation”)

AND

**ARIES CAPITAL PARTNERS, LLC, **

(the “Consultant”)

WHEREAS the Corporation and the Consultant have agreed that the Consultant will provide certain services to the Corporation, as more particularly set out in this Agreement.

NOW, THEREFORE, for good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by the parties) the Corporation and the Consultant hereby agree as follows:

1.	Engagement

** **

…

SECURITY AGREEMENT

This SECURITY AGREEMENT, dated as of August 19, 2026 (this “Agreement”), is among Alternative Ballistics Corporation, a Nevada corporation (the “Company”), all of the Subsidiaries (as defined in the Purchase Agreement) of the Company (such subsidiaries, the “Guarantors” and, collectively with the Company, the “Debtor” or “Debtors”) and Liberty Funding, LLC, a California limited liability company (collectively with its endorsees, transferees and assigns, the “Secured Parties”).

W I T N E S S E T H:

WHEREAS, pursuant to the securities purchase agreement entered into by the Company and the Secured Parties on or around August 19, 2026 (the “Purchase Agreement”), the Secured Parties have agreed to extend the loan to Company as evidenced by that certain 12% secured promissory note dated on or around August 19, 2026, in the original principal amount of $165,000.00 (the “Note”);

…

DIRECTOR AGREEMENT

THIS DIRECTOR AGREEMENT (the “Agreement”) dated as of September 20, 2024 (the “Effective Date”) is made and entered into by and between Alternative Ballistics Corporation, a Nevada corporation (the “Company”) and Bruce Amaro (the “Director”) (Company and Director may be referred to individually as a “Party” and collectively as the “Parties” in this Agreement).

WHEREAS, it is essential to the Company to retain and attract as directors the most capable persons available to serve on the board of directors of the Company (the “Board”); and

WHEREAS, the Company believes that Director possesses the necessary qualifications and abilities to serve as a director of the Company and to perform the functions and meet the Company’s needs related to its Board,

NOW, THEREFORE, in consideration of the mutual promises contained herein, the benefits to be derived by each Party hereunder and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

…

AMENDMENT #1 TO THE SECURITIES PURCHASE AGREEMENT

** **

THIS AMENDMENT #1 to the SPA (as defined below) (the “Amendment”) is entered into as of March 17, 2026, but made effective as of March 13, 2026 (the “Effective Date”), by and between ALTERNATIVE BALLISTICS CORPORATION, a Nevada corporation (the “Company”), and LENDSPARK CORPORATION, a California corporation (the “Holder”, and collectively with the Company, the “Parties”).

BACKGROUND

** **

A. The Company and Holder are the parties to that certain securities purchase agreement dated March 13, 2026 (as amended from time to time, the “SPA”); and

B. The Parties desire to amend the SPA as set forth expressly below.

NOW THEREFORE, in consideration of the execution and delivery of the Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. The reference to “$9,000.00” in Section 1(b) of the SPA shall be replaced with “$15,000.00”.

2. Section 8(a) of the SPA shall apply to this Amendment.

…

COMMON STOCK PURCHASE AGREEMENT

** **

This COMMON STOCK PURCHASE AGREEMENT is made and entered into as of June 30, 2026 (this “Agreement”), by and among Keystone Capital Partners, LLC, a Delaware limited liability company (the “Investor”), and Alternative Ballistics Corporation, a Nevada corporation (the “Company”).

RECiTALS

** **

WHEREAS, the parties desire that, upon the terms and subject to the conditions and limitations set forth herein, the Company may issue and sell to the Investor, from time to time as provided herein, and the Investor shall purchase from the Company, up to $15,000,000 of common stock, par value $0.001 per share (“Common Stock”), subject to Section 2.4 to the extent applicable;

WHEREAS, in consideration for the Investor’s execution and delivery of this Agreement, the Company shall cause its Transfer Agent to issue to the Investor the Commitment Note in accordance with the terms and subject to the conditions of this Agreement; and

…

NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

COMMON STOCK PURCHASE WARRANT

ALTERNATIVE BALLISTICS CORPORATION

Warrant Shares: 166,667

Date of Issuance: August 19, 2026 (“Issuance Date”)

…

**ALTERNATIVE BALLISTICS CORPORATION, **

A NEVADA CORPORATION

** **

BRIDGE LOAN OFFERING DOCUMENTS

July 22, 2025

** **

Documents included in this package:

** **

	1.	Instructions for Payment

** **

	2.	Subscription Agreement

** **

	3.	Investor Representations and Warranties Agreement

** **

	4.	Convertible Note

** **

	5.	Warrant Agreement

** **

	6.	Disclosure Document

…

** **

Exhibit 10.2

** **

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE LAWS, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW IS AVAILABLE.

** **

…

ALTERNATIVE BALLISTICS CORPORATION,

A NEVADA CORPORATION

** **

BRIDGE LOAN OFFERING DOCUMENTS

January 29, 2026

*** ***

Documents included in this package:

** **

	1.	Instructions for Payment
	2.	Subscription Agreement
	3.	Investor Representations and Warranties Agreement
	4.	Convertible Note
	5.	Warrant Agreement

…

SECURITY AGREEMENT

This SECURITY AGREEMENT, dated as of March 13, 2026 (this “Agreement”), is among Alternative Ballistics Corporation, a Nevada corporation (the “Company”), all of the Subsidiaries (as defined in the Purchase Agreement) of the Company (such subsidiaries, the “Guarantors” and, collectively with the Company, the “Debtor” or “Debtors”) and Lendspark Corporation, a California corporation (collectively with its endorsees, transferees and assigns, the “Secured Parties”).

W I T N E S S E T H:

WHEREAS, pursuant to the securities purchase agreement entered into by the Company and the Secured Parties on or around March 13, 2026 (the “Purchase Agreement”), the Secured Parties have agreed to extend the loan to Company as evidenced by that certain 12% secured promissory note dated on or around March 13, 2026, in the original principal amount of $550,000.00 (the “Note”);

…

SECURITIES PURCHASE AGREEMENT

** **

This **SECURITIES PURCHASE AGREEMENT **(this “Agreement”), dated as of March 13, 2026, by and between ALTERNATIVE BALLISTICS CORPORATION, a Nevada corporation, with headquarters located at 5940 S. Rainbow Blvd., Las Vegas, NV 89118 (the “Company”), and LENDSPARK CORPORATION, a California corporation, with its address at 5451 Avenida Encinitas, Suite B, Carlsbad, CA 92008 (the “Buyer”).

WHEREAS:

A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”) and Rule 506(b) promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act;

…

ALTERNATIVE BALLISTICS CORPORATION,

A NEVADA CORPORATION

** **

BRIDGE LOAN OFFERING DOCUMENTS

July 2, 2025

** **

Documents included in this package:

** **

	1.	Instructions for Payment

** **

	2.	Subscription Agreement

** **

	3.	Investor Representations and Warranties Agreement

** **

	4.	Convertible Note

** **

	5.	Disclosure Document

…

NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE S E CURITI E S ACT O F 1933, AS AMENDED (T HE “1933 ACT”), OR ANY U.S. STATE. SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAW. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.

** **

CONVERTIBLE GRID PROMISSORY NOTE

** **

…

SECURITIES PURCHASE AGREEMENT

** **

This **SECURITIES PURCHASE AGREEMENT **(this “Agreement”), dated as of August 19, 2026, by and between ALTERNATIVE BALLISTICS CORPORATION, a Nevada corporation, with headquarters located at 5940 S. Rainbow Blvd., Las Vegas, NV 89118 (the “Company”), and LIBERTY FUNDING, LLC, a California limited liability company, with its address at 16658 Liberty Ridge, San Diego, CA 92127 (the “Buyer”).

WHEREAS:

A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”) and Rule 506(b) promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act;

…

Restricted Common Stock Award Agreement

** **

This Restricted Stock Award Agreement (this “Agreement”) is made and entered into as of January 1, 2025 (the “Grant Date”) by and between Alternative Ballistics Corporation, a Nevada corporation (the “Company”) and Cuento LLC, a California limited liability company (the “Cuento”).

WHEREAS, the Board of Directors has approved the issuance of stock awards from time to time for the purpose of retaining the services of selected employees, consultants, and other independent advisors in the service of the Company.

WHEREAS, the Board of Directors of the Company has determined that it is in the best interests of the Company and its shareholders to grant the award of Restricted Stock provided for herein in exchange for services to be provided by Cuento.

NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows:

…

REGISTRATION RIGHTS AGREEMENT

** **

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 30, 2026, is by and between Keystone Capital Partners, LLC, a Delaware limited liability company (the “Investor”), and Alternative Ballistics Corporation, a Nevada corporation (the “Company”).

RECITALS

** **

A. The Company and the Investor have entered into that certain Common Stock Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”), pursuant to which the Company may issue to the Investor, from time to time, up to $15,000,000 of the Company’s outstanding common stock, par value $0.001 per share (the “Common Stock”) subject to Section 2.4 of the Purchase Agreement to the extent applicable.

B. Pursuant to the terms of, and in consideration for the Investor entering into, the Purchase Agreement, the Company shall cause to be issued to the Investor the Commitment Note in accordance with the terms of the Purchase Agreement.

…

**ALTERNATIVE BALLISTICS CORPORATION, **

A NEVADA CORPORATION

** **

BRIDGE LOAN OFFERING DOCUMENTS

November 14, 2025

** **

Documents included in this package:

** **

	1.	Instructions for Payment

** **

	2.	Subscription Agreement

** **

	3.	Investor Representations and Warranties Agreement

** **

	4.	Convertible Note

** **

	5.	Disclosure Document

** **

…

DIRECTOR AGREEMENT

THIS DIRECTOR AGREEMENT (the “Agreement”) dated as of September 20, 2024 (the “Effective Date”) is made and entered into by and between Alternative Ballistics Corporation, a Nevada corporation (the “Company”) and Bruce Culver (the “Director”) (Company and Director may be referred to individually as a “Party” and collectively as the “Parties” in this Agreement).

WHEREAS, it is essential to the Company to retain and attract as directors the most capable persons available to serve on the board of directors of the Company (the “Board”); and

WHEREAS, the Company believes that Director possesses the necessary qualifications and abilities to serve as a director of the Company and to perform the functions and meet the Company’s needs related to its Board,

NOW, THEREFORE, in consideration of the mutual promises contained herein, the benefits to be derived by each Party hereunder and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

…

NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

COMMON STOCK PURCHASE WARRANT

ALTERNATIVE BALLISTICS CORPORATION

Warrant Shares: 166,667

Date of Issuance: March 13, 2026 (“Issuance Date”)

…

2025 Executive Employment Agreement

This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made as of signing on May 3, 2025 with an effective date of May 1, 2025 (the “Effective Date”), by and between Alternative Ballistics Corporation, a Nevada corporation (together with its successors and assigns, the “Company”), and Jason LeBlanc (“Executive”). This agreement is made new for the calendar year 2025 and supersedes all prior agreements.

RECITALS

WHEREAS, the Company and Executive entered into that certain Executive Employment Agreement, dated December 1, 2021 and Company and Executive later amended and restated the Agreement as of August 23, 2024 (the “Prior Agreement”). This new agreement will immediately take effect and supersede the Prior Agreements in its entirety as set forth in this Agreement; and

WHEREAS, the Company desires to employ Executive, and Executive desires to be employed by the Company, as the Company’s Chief Operating Officer.

…

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE LAWS, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW IS AVAILABLE.

** **

…

OMNIBUS AMENDMENT #2 TO BRIDGE LOAN DOCUMENTS

This Omnibus Amendment #2 (the “Amendment #2”) is entered into as of September 2, 2025, by and among Alternative Ballistics Corporation, a Nevada corporation (the “Company”), and Solyco CAC LLC, a Michigan limited liability company (the “Investor”).

RECITALS

WHEREAS, the Company and the Investor are parties to that certain Subscription Agreement, Convertible Note, and Warrant Agreement, each dated August 2, 2024, and that certain Amended and Restated Warrant Agreement dated January 21, 2025, together with all related documents (collectively, as amended by Omnibus Amendment to Bridge Loan Documents dated July 22, 2025, the “Transaction Documents”);

WHEREAS, the parties desire to amend the Transaction Documents as set forth herein.

AMENDMENT

…

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH MAY BE THE LEGAL COUNSEL OPINION (AS DEFINED IN THE PURCHASE AGREEMENT)), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A OR REGULATION S UNDER SAID ACT OR OTHER APPLICABLE EXEMPTION. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

** **

…

NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE S E CURITI E S ACT O F 1933, AS AMENDED (T HE “1933 ACT”), OR ANY U.S. STATE. SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAW. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.

** **

CONVERTIBLE GRID PROMISSORY NOTE

** **

…