Browse EX-10 agreements

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 26, 2026, between Decoy Therapeutics Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).

The Company and each Purchaser hereby agrees as follows:

 

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:

“Advice” shall have the meaning set forth in Section 6(c).

“Common Stock” means the common stock of the Company, par value $0.0001 per share.

“Cutback Registration Statement” shall have the meaning set forth in Section 2(c).

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PLACEMENT AGENCY AGREEMENT

June 26, 2026

Decoy Therapeutics, Inc.

2450 Holcombe Boulevard, Suite X

Houston, Texas 77021

Attention: Frederick E. Pierce, II

 

Dear Mr. Pierce:

This letter agreement (the “Agreement”) constitutes the agreement between Curvature Securities, LLC (“Curvature”), as sole placement agent (the “Placement Agent”) and Decoy Therapeutics Inc., a company incorporated under the laws of the State of Delaware (the “Company”), pursuant to which the Placement Agent shall serve as the sole placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of shares of common stock (the “Shares”) of the Company, par value $0.0001 per share (“Common Stock”) and pre-funded warrants to purchase shares of Common Stock (the “Pre-Funded Warrants”), and accompanying (a)(i) Series A common warrants to purchase shares of Common Stock (the “Series A Warrants”), (ii) Series B common warrants to purchase shares of Common Stock (the “Series B Warrants”), and (iii) Series C common warrants to purchase shares of Com

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Lock-Up Agreement

[●], 2026

Curvature Securities LLC

39 Main Street

Chatham, New Jersey 07928

 

 

Re: Decoy Therapeutics Inc.—Proposed Offering

Ladies and Gentlemen:

The undersigned understands that Curvature Securities, LLC (the “Placement Agent”) propose to enter into or has entered into a Placement Agency Agreement (the “Placement Agency Agreement”) providing for the offer and sale (the “Offering”) of (a) shares of common stock, par value $0.0001 per share (the “Common Stock”), of Decoy Therapeutics Inc., a Delaware corporation (the “Company”), pre-funded warrants (the “Pre-Funded Warrants”) and accompanying (b)(i) Series A common warrants to purchase shares of Common Stock (the “Series A Warrants”), (ii) Series B common warrants to purchase shares of Common Stock (the “Series B Warrants”), and (iii) Series C common warrants to purchase shares of Common Stock (the “Series C Warrants”, and collectively with the Series A Warrants and Series B Warrants, the “Warrants” and the Warrants, together with the Pre-Funded Warrants and the Shares, the “Securities”).

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FORM OF SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of June 27, 2026, between Volato Group, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

 

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities Act (as defined below), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

 

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

 

ARTICLE I. DEFINITIONS

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Exhibit 10.1

AMENDMENT NO. 2 TO REVOLVING CREDIT AND GUARANTY AGREEMENT

 

This AMENDMENT NO. 2 (this “Amendment”), dated as of June 25, 2026 by and among Allegiant Travel Company, a Nevada corporation (the “Borrower”), the guarantors party thereto (the “Guarantors”), Barclays Bank PLC and Deutsche Bank AG New York Branch (each a “Lender” and collectively, the “Lenders”) and Barclays Bank PLC, in its capacity as Administrative Agent (the “Administrative Agent”) amends the Revolving Credit and Guaranty Agreement, dated as of August 17, 2022 (as amended by that Amendment No. 1 to Revolving Credit and Guaranty Agreement, dated as of December 5, 2025 by and among, inter alios, the Borrower, the Lenders and the Administrative Agent and as otherwise restated, supplemented, waived, or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Guarantors, the Lenders and the Administrative Agent.  Capitalized terms used but not defined herein shall have the meanings given to such terms in the Credit Agreement.

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Document

FINWISE BANCORP

2019 STOCK PLAN

As amended and restated,

effective July 26, 2021, June 9, 2022, June 27, 2024, April 16, 2025, and June 25, 2026

1.Purposes of the Plan. The purposes of this Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentives to Employees, Directors and Consultants and to promote the success of the Company’s business. The Plan permits the grant of Options and Restricted Stock as the Administrator may determine.

2.Definitions. As used herein, the following definitions shall apply:

(a)“Administrator” means the Committee or, to the extent that the Board shall be administering the Plan in accordance with Section 4 hereof, the Board.

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Exchange Agreement

This Exchange Agreement (this “Agreement”) is entered into as of February 26, 2026 (the “Effective Date”), by and between Limitless X Holdings Inc., a Delaware corporation (the “Company”), and __________. (“Holder,” and together with the Company, the “Parties,” and each, a “Party”).

Recitals

WHEREAS, Holder is the record and beneficial owner of ______ shares (the “Preferred C Shares”) of the Company’s Class C Convertible Preferred Stof, par value $0.0001 per share (the “Class C Stock”), which Class C Stock’s per share value is equal to the product of 100 multiplied by the price of the Company’s common stock based on the 30-day weighted average share price (the “Stated Value”);

WHEREAS, the Company and Holder desire to exchange all of the Preferred C Shares for shares of the Company’s Series D 15% Cumulative Redeemable Perpetual Preferred Stock, par value $0.0001 per share (the “Series D Stock”), based on stated value of $25.00 per share for the Series D Stock;

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AGREEMENT FOR TRANSFER OF STOCK AND PROMISSORY NOTE

This Agreement for Transfer of Stock (“Agreement”) is made effective as of January 1, 2026 (“the Effective Date”), by and among EM1 Capital, LLC (“Seller”) and Limitless X Holdings Inc. (“Buyer”). The stock that is the subject of this Agreement (hereinafter “Stock”) is 8 million (8,000,000) shares of capital stock of Limitless Films, Inc., a Florida corporation (hereinafter the “Corporation”).

RECITALS

Buyer desires to purchase from Seller and Seller desires to sell to Buyer the remaining Stock owned by Seller in Corporation on the terms and subject to the conditions set forth in this Agreement; Corporation desires that this transaction be consummated. Seller owns, of record and beneficially, 80%, or 8,000,000 shares, of all the issued and outstanding shares of common stock of Corporation (“the Stock”). Buyer already owns the other 20%, or 2,000,000 shares, and hereby will acquire the Stock to be the sole owner and shareholder of the Corporation.

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PROMISSORY NOTE

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$120,000.00		Wilmington, Delaware
Maturity Date: 36-Months		Effective Date: January 1, 2026

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1.	LOAN AMOUNT

Principal Loan Amount: The sum of $120,000 (“Loan Amount”) was borrowed by Limitless Entertainment Group Inc. (the “Maker”) from the account of Jaspreet Mathur (“the Loan”).

2.	MAKER’S PROMISE TO PAY

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Exhibit 10.7

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AGREEMENT FOR TRANSFER OF STOCK AND PROMISSORY NOTE

This Agreement for Transfer of Stock (“Agreement”) is made as of January 1, 2026 (“the Effective Date”), by and among EM1 Capital, LLC (“Seller”) and Limitless X Holdings Inc. (“Buyer”). The stock that is the subject of this Agreement (hereinafter “Stock”) is 8 million (8,000,000) shares of capital stock of Limitless Entertainment Group, Inc., a Florida corporation (hereinafter the “Corporation”).

RECITALS

Buyer desires to purchase from Seller and Seller desires to sell to Buyer the remaining Stock owned by Seller in Corporation on the terms and subject to the conditions set forth in this Agreement; Corporation desires that this transaction be consummated. B. Seller owns, of record and beneficially, 80%, or 8,000,000 shares, of all the issued and outstanding shares of common stock of Corporation (“the Stock”). Buyer already owns the other 20%, or 2,000,000 shares, and hereby will acquire the Stock to be the sole owner and shareholder of the Corporation.

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PROMISSORY NOTE

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$137,500.00	Wilmington, Delaware
Maturity Date: 36-Months	Effective Date: January 1, 2026

1.	LOAN AMOUNT

Principal Loan Amount: The sum of $137,500 (“Loan Amount”) was borrowed by Limitless X Holdings Inc. (the “Maker”) from the account of Jaspreet Mathur (“the Loan”).

2.	MAKER’S PROMISE TO PAY

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NON-REDEMPTION AGREEMENT

This Non-Redemption Agreement (this “Agreement”) is entered as of , 2026 by and among Graf Global Corp., a Cayman Islands exempted company (the “Company”), Graf Global Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and each of the undersigned investors, severally and not jointly (each, severally, an “Investor”).

RECITALS

WHEREAS, the Sponsor was initially issued Class B ordinary shares, par value $0.0001 per share, of the Company (the “Class B Ordinary Shares”) in a private placement prior to the Company’s initial public offering (the “IPO”), which Class B Ordinary Shares were converted into Class A ordinary shares, par value $0.0001 per share (“Class A Ordinary Shares”) on June 18, 2026 (such Class A Ordinary Shares issued upon conversion of the Class B Ordinary Shares, the “Founder Shares”);

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