Browse EX-10 agreements

FIRST AMENDMENT TO LOAN DOCUMENTS

This First Amendment to Loan Documents (this “Amendment”) is entered into as of June 23, 2026 (the “First Amendment Effective Date”), by and among AVENUE CAPITAL MANAGEMENT II, L.P., a Delaware limited partnership (“Agent”), AVENUE VENTURE OPPORTUNITIES FUND II, L.P., a Delaware limited partnership (“Avenue 2”; and together each other lender from time to time party hereto, each a “Lender” and, collectively, “Lenders”) and CALCIMEDICA, INC., a Delaware corporation (“Borrower”).

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SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement (this “Agreement”), dated as of June 21, 2026 (the “Effective Date”), is entered into by and among Comstock Inc., a Nevada corporation (“Seller”), Mackay Precious Metals Inc., a Delaware corporation (“Buyer”) and Mackay Gold & Silver Corp., a British Columbia corporation (“Mackay Parent”). Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings assigned to such terms in ARTICLE I.

 

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APNs:

 

 

When Recorded Mail To:

Comstock Inc.

117 American Flat Road

P.O. Box 1118

Virginia City, Nevada 89440

 

 

 

The party executing this document hereby affirms

that this document submitted for recording does

not contain the social security number of a person

or persons as required by NRS 239B.030.

 

 

DEED OF TRUST

AND ASSIGNMENT OF RENTS

 

THIS DEED OF TRUST AND ASSIGNMENT OF RENTS, made this ___ day of ___________________, 2026, by and between Comstock Mining LLC, a Nevada limited liability company, hereinafter referred to as “Trustor,” Ticor Title of Nevada, Inc., a Nevada corporation, in its capacity as trustee hereunder, hereinafter referred to as “Trustee,” and Comstock Inc., a Nevada corporation, hereinafter referred to as “Beneficiary”.

 

W I T N E S S E T H:

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Exhibit A

Royalty Agreement

 

Recorded at the request of

and when recorded return to:

Comstock Inc.

117 American Flat Road

P.O. Box 1118

Virginia City, NV 89440

 

The undersigned affirm that this document does not contain the personal information of any person.

 

NET SMELTER RETURNS ROYALTY DEED AND AGREEMENT

 

This NET SMELTER RETURNS ROYALTY DEED AND AGREEMENT (this “Agreement”), dated [__] (the “Effective Date”), is between COMSTOCK MINING LLC, a Nevada limited liability company (“CML”); COMSTOCK PROCESSING LLC, a Nevada limited liability company (“CPL”); COMSTOCK EXPLORATION AND DEVELOPMENT LLC, a Nevada limited liability company (“CEDL,” and collectively with CML and CPL, “Grantor”), and COMSTOCK INC., a Nevada corporation (“Grantee”). Grantor and Grantee may be referred to herein individually as a “Party” or collectively as the “Parties.”

 

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[●], 2026

 

Hoya Acquisition Corp. I

6210 Wilshire Blvd Ste 200

Los Angeles, CA 90048

 

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 between Hoya Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), and Chardan Capital Markets, LLC (“Chardan”) as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 11,500,000 of the Company’s units (including up to 1,500,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”), one right (the “Rights”) and one-half of one redeemable warrant (the “Warrants”). Each Right entitles the holder to receive one-sixth of one Class A Ordinary Share upon consummation

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INVESTMENT MANAGEMENT TRUST AGREEMENT

 

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2026 by and between Hoya Acquisition Corp. I, 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-_____) (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 Class A ordinary share, par value $0.0001 per share (the “Shares”), one right entitling the holder thereof to receive one-sixth (1/6) of one Share upon the completion of an initial Business Combination (as defined below) and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Share for $11.50 per share, has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission; and

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Hoya Acquisition Corp. I

6210 Wilshire Blvd Ste 200

Los Angeles, California 90048

 

_______________, 2026

 

Hoya Capital Holdings, Corp.

6210 Wilshire Blvd Ste 200

Los Angeles, California 90048

 

Re:

Administrative Services Agreement

 

Ladies and Gentlemen:

 

This letter agreement (this “Agreement”) by and between Hoya Acquisition Corp. I (the “Company”) and the undersigned (“Service Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

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INDEMNIFICATION AGREEMENT

 

This agreement, made and entered into effective as of ________ __, 2026 (“Agreement”), by and between Hoya Acquisition Corp. I, a Cayman Islands exempted company (“Company”), and the undersigned indemnitee (“Indemnitee”).

 

WHEREAS, the Board of Directors of the Company (“Board”) has determined that the ability to attract and retain qualified officers and directors is in the best interests of the Company’s shareholders; and

 

WHEREAS, it is reasonable, prudent and necessary for the Company to obligate itself contractually to indemnify such persons to the fullest extent permitted by applicable law so that such persons will serve or continue to serve the Company free from undue concern that they will not be adequately indemnified; and

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PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

 

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [●], 2026 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Hoya Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), and Chardan Capital Markets, LLC (the “Purchaser”).

 

WHEREAS, the Company intends to consummate an initial public offering (the “Public Offering”) of the Company’s units (the “Public Units”), each Public Unit consisting of one Class A ordinary share of the Company, par value $0.0001 per share (each, a “Share”), one right entitling the holder thereof to receive one-sixth of one Share upon the completion of an initial business combination (each, a “Right”) and one-half of one warrant entitling the holder to purchase one Share for $11.50 per share (each, a “Warrant”).

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Hoya Acquisition Corp. I

6210 Wilshire Blvd Ste 200

Los Angeles, CA 90048

June 9, 2026

 

Hoya Capital Holdings, Corp.

6210 Wilshire Blvd Ste 200

Los Angeles, CA 90048

 

 

RE:

Securities Subscription Agreement

 

Ladies and Gentlemen:

 

Hoya Acquisition Corp. I, a Cayman Islands exempted company limited by shares (the “Company,” “we” or “us”), is pleased to accept the offer made by Hoya Capital Holdings, Corp., a company incorporated and registered under the laws of the British Virgin Islands (“Subscriber” or “you”), to purchase 3,833,333 Class B ordinary shares of par value $0.0001 per share (the “Shares”), up to 500,000 of which are subject to by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one Class A ordinary share of the Company, one right to receive one-sixth (1/6) of one Class A ordinary share of the Company upon the consummation of the Company’s initial business combination, and one-half of one redeemable warrant to purchase one Class A ordinary share of th

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REGISTRATION RIGHTS AGREEMENT

 

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and among Hoya Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), Hoya Capital Holdings, Corp., a company incorporated and registered under the laws of the British Virgin Islands (the “Sponsor”), Chardan Capital Markets, LLC (the “Representative”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor, the Representative and 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”).

 

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PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

 

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [●], 2026 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Hoya Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), and Hoya Capital Holdings, Corp. (the “Purchaser”).

 

WHEREAS, the Company intends to consummate an initial public offering (the “Public Offering”) of the Company’s units (the “Public Units”), each Public Unit consisting of one Class A ordinary share of the Company, par value $0.0001 per share (each, a “Share”), one right entitling the holder thereof to receive one-sixth of one Share upon the completion of an initial business combination (each, a “Right”) and one-half of one warrant entitling the holder to purchase one Share for $11.50 per share (each, a “Warrant”).

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