FILE COPY

Exhibit 10.55

 

AIRCRAFT LEASE AMENDMENT AND EXTENSION AGREEMENT

(MSN 3869)

This Lease Amendment and Extension Agreement (MSN 3869), dated as of

, 2025 (this "Amendment"), is between BANK OF UTAH, not in its individual capacity but solely as owner trustee ("Lessor") and GLOBAL CROSSING AIRLINES,

INC. ("Lessee").

 

BACKGROUND

 

A.

Lessor and Lessee are party to that certain Aircraft Operating Lease Agreement dated November 17, 2023, which was recorded by the FAA on November 25, 2024, and assigned Conveyance No. LJ035034 (as novated, amended, supplemented or otherwise modified from time to time, the "Lease"), in respect of one (1) Airbus A321-231 model aircraft bearing manufacturer's serial number 3869 and United States registration mark N-570TA together with two (2) International Aero Engines V2500 engines (as more particularly described in the Lease, the "Aircraft").

 

B.

Lessor and Lessee now wish to amend certain terms and conditions of the Lease as set forth herein.

 

AGREEMENT

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EXECUTION VERSION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

UMB Bank, N.A., not in its individual capacity but solely as owner trustee

(as Lessor)

 

 

Global Crossing Airlines, Inc.

(as Lessee)

 

 

AIRCRAFT OPERATING LEASE AGREEMENT

in respect of one

Airbus A319-111 Aircraft with manufacturer’s serial number 2477

 

 

Dated June 6, 2025

 

 

 

 

 

 

[COUNTERPART NO. OF [ ] CONSECUTIVELY NUMBERED, MANUALLY EXECUTED COUNTERPARTS. TO THE EXTENT THAT THIS AIRCRAFT OPERATING LEASE AGREEMENT CONSTITUTES CHATTEL PAPER UNDER THE UNIFORM COMMERCIAL CODE IN THE UNITED STATES OF AMERICA OR ANY CORRESPONDING LAW IN ANY FOREIGN JURISDICTION, NO SECURITY INTEREST IN THIS AIRCRAFT OPERATING LEASE AGREEMENT MAY BE CREATED THROUGH THE TRANSFER OR POSSESSION OF ANY COUNTERPART HERETO OTHER THAN COUNTERPART NO. 1]

 

 

 

 

 

 

 

 

 

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TABLE OF CONTENTS

Page

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INTERPRETATION.......................................................................................................1

2

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EXECUTION VERSION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

UMB Bank, N.A., not in its individual capacity but solely as owner trustee

(as Lessor)

 

 

Global Crossing Airlines, Inc.

(as Lessee)

 

 

AIRCRAFT OPERATING LEASE AGREEMENT

in respect of one

Airbus A319-111 Aircraft with manufacturer’s serial number 2481

 

 

Dated June 6, 2025

 

 

 

 

 

 

[COUNTERPART NO. OF [ ] CONSECUTIVELY NUMBERED, MANUALLY EXECUTED COUNTERPARTS. TO THE EXTENT THAT THIS AIRCRAFT OPERATING LEASE AGREEMENT CONSTITUTES CHATTEL PAPER UNDER THE UNIFORM COMMERCIAL CODE IN THE UNITED STATES OF AMERICA OR ANY CORRESPONDING LAW IN ANY FOREIGN JURISDICTION, NO SECURITY INTEREST IN THIS AIRCRAFT OPERATING LEASE AGREEMENT MAY BE CREATED THROUGH THE TRANSFER OR POSSESSION OF ANY COUNTERPART HERETO OTHER THAN COUNTERPART NO. 1]

 

 

 

 

 

 

 

 

 

 

 

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TABLE OF CONTENTS

 

Page

1

Interpretation.................................................................................................................1

2

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Document

CROCS, INC.

2026 EQUITY INCENTIVE PLAN

1.Purpose. The purpose of the Crocs, Inc. 2026 Equity Incentive Plan (the “Plan”) is to promote the interests of the Company and its stockholders by aligning the interests of employees and others who are selected to be Participants with those of the Company’s stockholders, providing Participants with a strong incentive to put forth maximum effort for the continued success and growth of the Company and its Affiliates, and assisting the Company in attracting, motivating and retaining the best available individuals for service to the Company.

2.Definitions. The capitalized terms used in the Plan have the meanings set forth

below.

(a)“Acquired Entity” means any entity acquired by the Company or an

Affiliate or with which the Company or an Affiliate merges or combines.

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SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement (this “Agreement”) is dated as of June 10, 2026 (the “Effective Date”), between Bio Green Med Solution, Inc., a Delaware corporation (the “Company”), and _______, an individual (the “Purchaser”).

 

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to the applicable regulations under the U.S. Securities Act of 1933, as amended (the “Securities Act”), the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company, securities of the Company as more fully described in this Agreement; and

 

WHEREAS, it is also understood by the parties that the Company is entering into this Agreement in order to provide for the issuance and sale by the Company of the Securities (as defined below) in an “offshore transaction” within the meaning of Regulation S under the Securities Act.

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REGISTRATION RIGHTS AGREEMENT

 

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 10, 2026, between Bio Green Med Solution, 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:

 

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:

 

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

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The Company has redacted provisions or terms of this exhibit pursuant to Item 601(b)(10)(iv) of Regulation S-K. While portions of the exhibit have been redacted, this exhibit includes a prominent statement on the first page of the exhibit that certain identified information has been excluded from the exhibit because it is both not material and is the type that the Registrant treats as private or confidential. The Company agrees to furnish an unredacted copy of the exhibit to the SEC upon its request.

Technical Development Service Agreement

 

Client (Party A): APEXVEST HOLDINGS LIMITED

 

Party B (the entrusted party): NINETECH TECHNOLOGY (HONGKONG) LIMITED

 

Date of Signing: June 8, 2026

 

 

 

 

Principal (Party A): APEXVEST HOLDINGS LIMITED

Authorized representative: DING WEI

Address: ROOM 805S, 8/F, BLOCK 1, 33 CANTON ROAD, TSIM SHA TSUI, KOWLOON, HONGKONG

 

Party B (the entrusted party): NINETECH TECHNOLOGY (HONGKONG) LIMITED

Legal representative: [           ]

Correspondence address: [         ]

 

In view of

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SEPARATION AND CONSULTING AGREEMENT

 

This Separation and Consulting Agreement (this “Agreement”) is entered into as of [DATE] (the “Effective Date”), by and between [EXECUTIVE NAME] (the “Executive”) and Masimo (the “Company”).

 

WHEREAS, the Company has entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which a change in control of the Company will be consummated (the date on which such closing occurs, the “Closing Date”), and the Executive desires to resign Executive’s employment and the parties desire to set forth the terms of the Executive’s separation from employment and subsequent consulting engagement in connection therewith;

 

WHEREAS, the parties desire to condition the payment of certain severance benefits upon the Executive’s execution and non-revocation of a general release of claims and entry into the restrictive covenant agreement set forth in Exhibit A hereto;

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