Browse EX-10 agreements

Cycurion, inc.,

 

AS BUYER,

 

and

 

kustom entertainment, inc.,

 

as seller.

 

 

 

ASSET PURCHASE AGREEMENT

 

June 24, 2026

 

 

 

 

TABLE OF CONTENTS

 

 

 

 

Page

 

 

 

 

Article 1 BASIC TRANSACTION

1

 

Section 1.1

Purchase and Sale of Acquired Assets

1

 

Section 1.2

No Liens.

3

 

Section 1.3

Assumption of Liabilities

3

 

Section 1.4

Excluded Liabilities.

4

 

Section 1.5

Further Assurances

4

 

Section 1.6

Purchase Price.

5

 

Section 1.7

Closing

7

 

Section 1.8

Allocation of Purchase Price.

10

 

Section 1.9

Consensts

10

Article 2 REPRESENTATIONS AND WARRANTIES OF SELLER

10

 

Section 2.1

Organization and Good Standing.

10

 

Section 2.2

Power, Authorization and Validity.

11

 

Section 2.3

No Violation of Existing Agreements or Laws; Third Party Consents.

12

 

Section 2.4

Capitalization; Ownership of the Assets.

12

 

Section 2.5

Litigation

12

 

Section 2.6

Intellectual Property.

12

 

Section 2.7

Books and Records

14

 

Section 2.8

Taxes

14

 

Section 2.9

…

WAIVER AGREEMENT

 

This Waiver Agreement (the “Waiver”) is entered into between Mingteng International Corporation Inc., a Cayman Islands exempted company (the “Company”), and the undersigned shareholder of the Company (the “Purchaser”).

 

WHEREAS, the Company and the Purchaser entered into that certain securities purchase agreement dated as of April 13, 2026 (the “SPA”) pursuant to which the Purchaser purchased those certain Class A ordinary shares par value $0.00005 per share (the “Securities”) of the Company. Section 5(b) of the SPA imposes a lock-up restriction on the Securities for a period of one hundred eighty (180) days following the closing date of the transaction (the “Lock-Up Period”);

 

WHEREAS, the Company and the Purchaser desire to waive such lock-up restrictions on the terms and conditions set forth herein;

 

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

…

REGISTRATION RIGHTS AGREEMENT

 

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 29, 2026, between Mingteng International Corporation Inc., a Cayman Islands exempted company (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

 

This Agreement is entered into in connection with that certain Securities Purchase Agreement, dated as of April 13, 2026 (the “Purchase Agreement”), by and among the Company and each of the buyers listed therein, pursuant to which the Company issued the Registrable Securities to the Purchasers on April 17, 2026.

 

The Company and each Purchaser hereby agree as follows:

 

1.

Definitions. Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

…

EXECUTIVE EMPLOYMENT AGREEMENT

 

THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”), dated as of June 24, 2026 (the “Effective Date”), is made by and between Z SQUARED INC., a Delaware corporation (together with its successors and assigns, the “Company”), and Jeffery Harris (the “Executive”).

 

WHEREAS, the Company desires to employ the Executive on the terms and conditions set forth herein; and

 

WHEREAS, the Executive desires to be employed by the Company on such terms and conditions.

 

NOW, THEREFORE, in consideration of the mutual covenants, promises, and obligations set forth herein, the parties agree as follows:

 

Employment and Term.

 

(a)  Effective as of the Effective Date, the Company shall employ the Executive, and the Executive accepts such employment by the Company, upon the terms and conditions set forth herein.

…

CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL.

FIRST AMENDMENT TO REVENUE INTEREST FINANCING AGREEMENT

This FIRST AMENDMENT TO REVENUE INTEREST FINANCING AGREEMENT (this “Amendment”) is entered into as of June 24, 2026, by and between Nuvation Bio Inc., a Delaware corporation (the “Company”), and Sagard Healthcare Partners Funding Borrower SPE 2, LP, a Delaware limited partnership (the “Investor”). Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them by the Existing RIFA (as defined below).

RECITALS

…

[Dealer name and address]

 

To:

  

Nuvation Bio Inc.

1500 Broadway, Suite 1401

New York, New York 10036

From:

  

[Dealer]

Re:

  

[Base][Additional] Capped Call Transaction

Date:

  

[____], 2026

Dear Ladies and Gentlemen:

The purpose of this communication (this “Confirmation”) is to set forth the terms and conditions of the above-referenced transaction entered into on the Trade Date specified below (the “Transaction”) between [Dealer] (“Dealer”) and Nuvation Bio Inc., a Delaware corporation (“Counterparty”). This communication constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below.

…

Execution Version

AMENDMENT NO. 7

AMENDMENT NO. 7, dated as of June 30, 2026 (this “Amendment”), by and among LUMEXA IMAGING, INC., a Delaware corporation (the “LII Borrower”), LUMEXA IMAGING OUTPATIENT, INC., a Delaware corporation (the “LIO Borrower” and together with the LII Borrower, the “Borrowers”), LUMEXA IMAGING INTERMEDIATE HOLDINGS, INC., a Delaware corporation (“LII Holdings”), LUMEXA IMAGING OUTPATIENT INTERMEDIATE HOLDINGS, INC., a Delaware corporation (“LIO Holdings” and together with LII Holdings, the “Holding Entities”), the other Loan Parties party hereto, the Lenders (as defined below) party hereto and Barclays Bank PLC, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”).

W I T N E S S E T H

…

valvolinefy26tlbamendmen

[[8607221]] EXHIBIT 10.1 AMENDMENT NO. 1 AMENDMENT NO. 1, dated as of June 30, 2026 (this “Amendment”), to the Second Amended and Restated Credit Agreement, dated as of December 1, 2025 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”), among Valvoline Inc., a Kentucky corporation (the “Borrower”), the Lenders and L/C Issuers from time to time party thereto and The Bank of Nova Scotia (“Scotia”), as Administrative Agent, Swing Line Lender and L/C Issuer. Capitalized terms used but not defined in this Amendment shall have the meanings assigned to such terms in the Credit Agreement. PRELIMINARY STATEMENTS Pursuant to Section 2.17 of the Credit Agreement, the Borrower intends to (a) refinance all of the Term B Loans outstanding under the Credit Agreement immediately prior to the Amendment No. 1 Effective Date (as defined below) (the “Initial Term B Loans”) by incurring a new Class of Refinancing Term Loans (the “Amendment No. 1 Term B Loans”) under the Credit Agreement, including pu

…

Execution Copy

 

EMPLOYMENT AGREEMENT

 

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of June 24, 2026 by and between Alex Martini (“Executive”) and Blockfusion Digital Infrastructure, Inc. (the “Company”).

WHEREAS, the Company, Blue Acquisition Corp., Atlas I Merger Sub, Atlas Merger Sub, Inc., and Blockfusion USA, Inc. have entered into a Business Combination Agreement and intend to effectuate the transactions contemplated thereby (the “Merger”); and

WHEREAS, the Company desires to employ Executive as its Chief Executive Officer pursuant to the terms and conditions set forth in this Agreement following the closing of the Merger (the date on which such closing occurs, the “Closing Date”), subject to and contingent upon the closing of the Merger, and effective as of the Closing Date (such date on which this Agreement becomes effective, the “Effective Date”), and Executive desires to accept such employment on the terms and conditions set forth in this Agreement.

…

Execution Copy

EMPLOYMENT AGREEMENT

 

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of June 24, 2026 by and between Robert Scott (“Executive”) and Blockfusion Digital Infrastructure, Inc. (the “Company”).

WHEREAS, the Company, Blue Acquisition Corp., Atlas I Merger Sub, Atlas Merger Sub, Inc., and Blockfusion USA, Inc. have entered into a Business Combination Agreement and intend to effectuate the transactions contemplated thereby (the “Merger”); and

WHEREAS, the Company desires to employ Executive as its General Counsel pursuant to the terms and conditions set forth in this Agreement following the closing of the Merger (the date on which such closing occurs, the “Closing Date”), subject to and contingent upon the closing of the Merger, and effective as of the Closing Date (such date on which this Agreement becomes effective, the “Effective Date”), and Executive desires to accept such employment on the terms and conditions set forth in this Agreement.

…

Execution Copy

 

EMPLOYMENT AGREEMENT

 

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of June 24, 2026 by and between Kant Trivedi (“Executive”) and Blockfusion Digital Infrastructure, Inc. (the “Company”).

WHEREAS, the Company, Blue Acquisition Corp., Atlas I Merger Sub, Atlas Merger Sub, Inc., and Blockfusion USA, Inc. have entered into a Business Combination Agreement and intend to effectuate the transactions contemplated thereby (the “Merger”); and

WHEREAS, the Company desires to employ Executive as its Chief Operating Officer pursuant to the terms and conditions set forth in this Agreement following the closing of the Merger (the date on which such closing occurs, the “Closing Date”), subject to and contingent upon the closing of the Merger, and effective as of the Closing Date (such date on which this Agreement becomes effective, the “Effective Date”), and Executive desires to accept such employment on the terms and conditions set forth in this Agreement.

…

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 23, by and between URBAN-GRO, INC., a Delaware corporation, with headquarters located at 1751 Panorama Point, Unit G, Lafayette, Colorado, 80026 (the “Company”), and AGILE HUDSON PARTNERS LLC, a Delaware limited liability company, with its address at 641 Lexington Avenue, 17th Floor, New York, NY 10022 (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;

…