Browse EX-10 agreements

REGISTRATION RIGHTS AGREEMENT

 

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2026, is made and entered into by and among Albatross Acquisition Corporation, a Cayman Islands exempted company (the “Company”) and Albatross Peak Limited, a British Virgin Island (“BVI”) business company (the “Sponsor”)(the Sponsor together with any other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section5.2 of this Agreement, being referred to herein as a “Holder” and collectively as the “Holders”).

 

RECITALS

 

WHEREAS, the Sponsor and certain other Holders (if any) collectively own an aggregate of 4,933,500 Ordinary Shares (the “Founder Shares”), par value $0.0001 per share (the “Ordinary Shares”), of the Company, issued prior to the date hereof in a private placement and pursuant to certain transfers;

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Administrative Services Agreement

 

This Administrative Service Agreement (the “Agreement”) dated April 30, 2026, is between Albatross Peak Limited, herein referred to as “Service Provider” and AlbatrossAcquisition Corporation, herein referred to as “Customer”.

 

Service Provider has agreed to provide services to the Customer on the terms and conditions set out in this Agreement, while Customer is of the opinion that Service Provider has the proper and necessary qualifications, experience and abilities to provide services to Customer.

 

Therefore in consideration of the matters described above, the receipt and sufficiency of which consideration is hereby acknowledged, the Customer and the Service Provider agree as follows:

 

Scope of Work

 

The Service Provider is to provide the Customer with the following services (the “Services”): general and administrative services, including office space, administrative and support services, as may be reasonably required by the Company.

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SHARE ESCROW AGREEMENT

 

SHARE ESCROW AGREEMENT, dated as of [ ], 2026 (the “Agreement”), by and among ALBATROSS ACQUISITION CORPORATION, a Cayman Islands exempted company (the “Company”), ALBATROSS PEAK LIMITED (the “Sponsor”), the shareholders of the Company listed on Exhibit A hereto (together with Sponsor and any permitted transferee of the Sponsor or such shareholders after the date hereof in accordance with the terms hereof being referred to as, the “Founders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York limited purpose trust company (the “Escrow Agent”).

 

WHEREAS, the Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination (a “Business Combination”) with one or more businesses or entities.

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INDEMNITY AGREEMENT

 

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [     ], 2026, by and between Albatross Acquisition Corporation, a Cayman Islands exempted corporation (the “Company”), and [       ] (“Indemnitee”).

 

RECITALS

 

WHEREAS, highly competent persons have become more reluctant to serve publicly held corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;

 

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its Subsidiaries (as defined below) from certain liabilities;

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[     ], 2026

 

Albatross Acquisition Corporation

1185 Avenue of the Americas, Suite 304

New York, NY 10036

 

Polaris Advisory Partners

a division of Kingswood Capital Partners LLC

5900 Balcones Drive, Suite 100

Austin, TX 78731

 

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 Albatross Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and SPAC Advisory Partners, (the “Representative”) as representative of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, $0.0001 par value per share (the “Shares”), one redeemable warrant and one right. Each right entitles the holder thereof to receive one-fourth (1/4) of one ordinary share upon the consummation of an initial business

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[   ], 2026

 

Albatross Acquisition Corp.

1185 Avenue of the Americas, Suite 304

New York, NY 10036

 

Ladies and Gentlemen:

 

Albatross Acquisition Corp. (the “Company”), a blank check company formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (the “Securities Act”), in connection with its initial public offering (“IPO”). The Company currently anticipates selling units (“Units”) in the IPO, each comprised of one ordinary share, par value $0.0001 per share, of the Company (“Ordinary Share(s)”), one redeemable warrant, and one right (“Right(s)”) entitling the holder thereof to receive 1/4th of one Ordinary Share upon the completion of an initial Business Combination.

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THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND 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 COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

 

PROMISSORY NOTE

 

Principal Amount: $300,000

Dated as of April 30, 2026

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IMUNON, INC.

 

THE 2018 STOCK INCENTIVE PLAN AS AMENDED AS OF JUNE 16, 2026

 

I. INTRODUCTION

 

1.1 Purposes. The purposes of the IMUNON, INC. 2018 Stock Incentive Plan (this “Plan”) are (i) to align the interests of the Company’s stockholders and the recipients of awards under this Plan by increasing the proprietary interest of such recipients in the Company’s growth and success, (ii) to advance the interests of the Company by attracting and retaining Non-Employee Directors, officers, other employees, consultants, independent contractors and agents and (iii) to motivate such persons to act in the long-term best interests of the Company and its stockholders.

 

1.2 Certain Definitions.

 

“Affiliate” shall mean any entity other than a Subsidiary, if the Company and/or one or more Subsidiaries own directly or indirectly not less than fifty percent (50%) of such entity.

 

“Agreement” shall mean the written or electronic agreement evidencing an award hereunder between the Company and the recipient of such award.

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FOURTEENTH AMENDMENT TO

AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT

 

THIS FOURTEENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (this “Amendment”) is made as of June 16, 2026 (the “Amendment Effective Date”), by and among SLEEP NUMBER CORPORATION, a Minnesota corporation (the “Borrower”), the other Credit Parties listed on the signature pages hereto, the Lenders listed on the signature pages hereto, and U.S. BANK NATIONAL ASSOCIATION, as Issuing Lender (in such capacity, the “Issuing Lender”), Swing Line Lender (in such capacity, the “Swing Line Lender”) and Administrative Agent (in such capacity, the “Administrative Agent”), under that certain Amended and Restated Credit and Security Agreement, dated as of February 14, 2018 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”), by and among the Borrower, the Lenders, the Issuing Lender, the Swing Line Lender and the Administrative Agent. Capitalized terms used herein and not otherwise defined herein shall have the respectiv

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CHANGE OF CONTROL AGREEMENT

 

dated as of

 

June 9, 2026

 

by and among

 

HALLMARK VENTURE GROUP, INC.

 

(to be renamed SDR Drone Inc.)

 

SELKIRK GLOBAL HOLDINGS, LLC

 

and PAUL STRICKLAND

 

(Transferor)

 

EQUORIX LLC

 

(Transferee)

 

CHANGE OF CONTROL AGREEMENT

 

THIS CHANGE OF CONTROL AGREEMENT (the “Agreement”) is entered into as of the date last written below (the “Effective Date”), by and among: HALLMARK VENTURE GROUP, INC. (to be renamed SDR DRONE INC.), a Florida corporation (the “Company” or “HLLK”); SELKIRK GLOBAL HOLDINGS, LLC, the record holder of all 100,000 issued and outstanding shares of the Company’s Series A Preferred Stock (the “Series A Shares”); PAUL STRICKLAND, in his individual capacity (Selkirk Global Holdings, LLC and Paul Strickland together, the “Transferor”); and EQUORIX LLC, a limited liability company with its principal office at 1270 Avenue of the Americas, 7th Floor, Rockefeller Center, New York, NY 10020 (the “Transferee” or “EQUORIX”). The Company, Transferor, and Transferee are each referred to herein indiv

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EXECUTION VERSION

MASTER SERVICES AGREEMENT

 

(FACTORY SETUP · ENGINEERING DISPATCH · TRAINING)

 

by and between

 

SDR DRONE INC.

 

(formerly Hallmark Venture Group, Inc.)

 

and

 

SUNDORI DRONE CO., LTD.

 

Framework Agreement — Engagement-Specific Fees per Statement of Work

 

Dated as of June 9, 2026

 

This MASTER SERVICES AGREEMENT (this “Agreement”) is made and entered into as of June 9, 2026 (the “Effective Date”), by and between:

 

(a) SDR Drone Inc. (formerly known as Hallmark Venture Group, Inc.), a corporation duly organized and existing under the laws of the State of Florida, United States of America, with its principal office at 1800 N Town Center Drive, Suite 100, Las Vegas, Nevada 89144 (the “Customer” or “SDR USA”); and

 

(b) Sundori Drone Co., Ltd., a corporation duly organized and existing under the laws of the Republic of Korea, with its registered office at 947 Hanam-daero, Hanam-si, Gyeonggido, Republic of Korea (the “Service Provider” or “SDR Korea”).

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EXECUTION VERSION

 

INTELLECTUAL PROPERTY

 

TRANSFER AND TECHNOLOGY ASSIGNMENT AGREEMENT

 

by and among

 

CHO SOON-SIK

 

SUNDORI DRONE CO., LTD.

 

(as Co-Assignors)

 

and

 

HALLMARK VENTURE GROUP, INC.

 

(to be renamed SDR Drone Inc., as Assignee)

 

Version 6 — Integrated Global IP Deal

 

Worldwide Trade Secrets · Korean Patents · Freedom-to-Practice · Foreign Filing Rights · Officer-Inventor

 

Covenant

 

Dated as of June 9, 2026

 

This INTELLECTUAL PROPERTY TRANSFER AND TECHNOLOGY ASSIGNMENT

 

AGREEMENT (this “Agreement”) is made and entered into as of June 9,2026 (the “Effective

 

Date”), by and among:

 

(a) Cho Soon-sik, a Korean resident individual whose principal residence is at 947 Hanamdaero, Hanam-si, Gyeonggi-do, Republic of Korea (in his individual capacity, “Cho”);

 

(b) Sundori Drone Co., Ltd., a corporation duly organized and existing under the laws of the

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