Browse EX-10 agreements

Resolution Agreement

Artificial Intelligence Technology Solutions, Inc. (“Company”) and AIV Investments, LLC. (“Investor”), collectively known as the “parties,” on this 7th day of August, 2025, resolve as follows:

 

Whereas the parties entered into that certain Securities Purchase Agreement dated September 19, 2024, whereby the Company was obligated to deliver 123,990,716 registered shares of its common stock to the Investor on July 22, 2025 (“Third Commitment Shares”);

 

Whereas the Company requested an extension in time to deliver the Third Commitment Shares;

 

The Parties hereby resolve that the delivery by the Company of 123,990,716 registered shares of its Common Stock concurrently with the execution of this Agreement shall satisfy the Company’s obligations pursuant to the Agreement dated September 19, 2024.

 

This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and thereof and supersedes all prior agreements and understandings, written or oral, with respect to such matters.

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PURCHASE AGREEMENT

 

This PURCHASE AGREEMENT (the “Agreement”), dated as of, September 19, 2024, by and between Artificial Intelligence Technology Solutions Inc., a Nevada corporation (the “Company”), and AIV INVESTMENTS, LLC, a Nevada limited liability company (the “Investor”).

 

WHEREAS:

 

Subject to the terms and conditions set forth in this Agreement, the Company wishes to sell to the Investor, and the Investor wishes to buy from the Company, up to Thirty Million Dollars ($ 30,000,000) of the Company’s registered common stock, $0.00001 par value per share (the “Common Stock”). The shares of Common Stock to be purchased hereunder are referred to herein as the “Purchase Shares” or “Securities.”

 

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 the Investor hereby agree as follows:

 

1. CERTAIN DEFINITIONS.

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Exhibit 10.3

RESTRICTED STOCK UNIT AWARD AGREEMENT

VAALCO ENERGY, INC.

2020 LONG TERM INCENTIVE PLAN

Participant: _____________

1.Grant of RSUs. As of the Date of Grant (identified in Section 19 below), VAALCO Energy, Inc., a Delaware corporation (the “Company”) hereby grants restricted stock units (“Restricted Stock Units” or “RSUs”) to the Participant (identified above), an Employee of the Company. Each RSU represents a conditional right to be issued on a future date one newly-issued share of the Company’s common stock, $0.10 par value per share (the “Common Stock”), as identified in Section 19 below (the “Shares”), subject to the terms and conditions of this agreement (the “Agreement”) and the VAALCO Energy, Inc. 2020 Long Term Incentive Plan (the “Plan”). The Plan is hereby incorporated herein in its entirety by reference. In the event of any conflict between the Plan and this Agreement, the terms of the Plan shall govern except as expressly overridden or amended in this Agreement. Any Shares, when issued to the Participant in settlement of the RSUs, s

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Exhibit 10.1

Performance Hurdles

VAALCO ENERGY, INC.

RESTRICTED STOCK AWARD AGREEMENT

Participant:

THIS RESTRICTED STOCK AGREEMENT (the “Agreement”) is

made and entered into by and between VAALCO Energy, Inc., a Delaware corporation (the “Company”) and     , an individual and employee of the Company (the “Participant”), with respect to Awards approved by the Committee on the ___ day of _______, ______ (the “Date of Grant”), subject to the VAALCO Energy, Inc. 2020 Long Term Incentive Plan (the “Plan”). This Agreement is subject to the terms and conditions of the Plan, which is incorporated herein in its entirety by reference. A copy of the Plan has been made available to the Participant. Capitalized terms not otherwise defined in this Agreement shall have the meaning given to such terms in the Plan.

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Exhibit 10.2

VAALCO ENERGY, INC.

RESTRICTED STOCK AWARD AGREEMENT

Participant:

THIS RESTRICTED STOCK AGREEMENT (the “Agreement”) is

made and entered into by and between VAALCO Energy, Inc., a Delaware corporation (the “Company”) and     , an individual and employee of the Company (the “Participant”), with respect to Awards approved by the Committee on the ___ day of _______ (the “Date of Grant”), subject to the VAALCO Energy, Inc. 2020 Long Term Incentive Plan (the “Plan”). This Agreement is subject to the terms and conditions of the Plan, which is incorporated herein in its entirety by reference. A copy of the Plan has been made available to the Participant. Capitalized terms not otherwise defined in this Agreement shall have the meaning given to such terms in the Plan.

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ESCROW AGREEMENT

 

This agreement is entered into and is effective as of the date signed below (the “Effective Date”), by and among Cycurion, Inc., a Delaware corporation (“Purchaser”), and Ryan Layton, solely in his capacity as the Authorized Representative of the Company Equityholders pursuant to the Merger Agreement (the “Authorized Representative”), and Zions Bancorporation, National Association (“Escrow Agent” or “Zions”). This agreement, together with any and all exhibits, schedules, and other attachments hereto shall be referred to collectively as the “Escrow Agreement”. Purchaser and the Authorized Representative are referred to herein separately as a “Party” and collectively as the “Escrow Parties”.

 

WHEREAS, Purchaser, Cycurion Merger Sub, LLC and Secuvant, LLC (the “Company”) have entered into that certain Merger Agreement, dated as of May 21, 2026 (the “Merger Agreement”), pursuant to which, among other things, Merger Sub will merge with and into the Company;

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Leak-out AGREEMENT

 

THIS LEAK-OUT AGREEMENT (this “Agreement”) is made and entered into as of June 3, 2026 between (i) Cycurion, Inc., a Delaware corporation (the “Company”), and (ii) the undersigned equityholders (each, a “Holder”) of Secuvant, LLC, a Utah limited liability company. The Company and the Holder are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (as defined below).

 

WHEREAS, the Company, Cycurion Merger Sub, LLC, and Secuvant, LLC have entered into that certain Merger Agreement dated May 21, 2026 (the “Merger Agreement”), pursuant to which Holder will receive, among other things, equity securities of the Company as part of the Merger Consideration, including shares of the Company’s preferred stock, par value $0.0001 per share (the “Preferred Shares”);

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LOCK-UP AGREEMENT

 

THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of June 3, 2026 between (i) Cycurion, Inc., a Delaware corporation (the “Company”), and (ii) the undersigned equityholders (each, a “Holder”) of Secuvant, LLC, a Utah limited liability company. The Company and the Holder are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (as defined below).

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ADVISORY SERVICES AGREEMENT

 

THIS ADVISORY AGREEMENT (this “Agreement”) is made and entered into as of the Closing Date (the “Effective Date”), by and between Ryan Layton, an individual (“Advisor”), and Cycurion, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein have the meanings given in the Merger Agreement (as defined below).

 

WHEREAS, pursuant to that certain Merger Agreement, dated as of May 21, 2026, by and among the Company, Cycurion Merger Sub, LLC, and Secuvant, LLC (“Secuvant”) (the “Merger Agreement”), Cycurion Merger Sub, LLC merged with and into Secuvant, with Secuvant surviving as a wholly owned subsidiary of the Company (the “Merger”), with such Merger becoming effective on the Closing Date (as defined in the Merger Agreement);

 

WHEREAS, Advisor previously served as the Chief Executive Officer of Secuvant and possesses substantial knowledge and relationships relating to Secuvant’s business, including the Panoptic product line; and

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June 3, 2026

 

Danny White

 

Dear Danny:

 

We are pleased to extend this offer of employment to you for the position of Chief Product Officer at Cycurion, Inc. This offer is subject to the successful completion of customary onboarding requirements, including a successful background check, drug screening, and successful completion of your I-9 employment verification.

 

Your at-will employment with Cycurion, Inc. will commence on June 4, 2026. Reporting to the CEO, you will be responsible as Chief Product Officer. KPIs and performance expectations, are included in Exhibit A of this document.

 

Base Salary

 

Your initial base salary will be $185,000 per year, payable in accordance with the Company’s standard payroll practices and subject to applicable tax withholdings.

 

Bonuses

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REGISTRATION RIGHTS AGREEMENT

 

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 3, 2026, among Cycurion, Inc., a Delaware corporation (the “Company”), Secuvant, LLC, a Utah limited liability company (“Secuvant”) and the former members of Secuvant listed on the signature page hereof (the “Shareholders”).

 

This Agreement is made pursuant to the Merger Agreement, dated as of May 21, 2026, between the Company, Secuvant and Cycurion Merger Sub, LLC (the “Merger Agreement”).

 

The Company, Secuvant and the Shareholders hereby agree as follows:

 

1. Definitions. Capitalized terms used and not otherwise defined herein that are defined in the Merger Agreement shall have the meanings given such terms in the Merger 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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**BLUEJAY DIAGNOSTICS, INC.

2021 STOCK PLAN, AS AMENDED BY AMENDMENT NO.1 THERETO**

Section 1. Establishment and Purpose.

1.1 The Board of Directors (the “Board”) of Bluejay Diagnostics, Inc. (the “Company”) established the Bluejay Diagnostics, Inc. 2021 Stock Plan (the “Plan”), effective as of July 6, 2021. Amendment No. 1 thereto was approved by the Board on April 28, 2026, and approved by the Company’s stockholders on June 9, 2026.

 

1.2 The purpose of the Plan is to attract and retain outstanding individuals as Key Employees, Directors and Consultants of the Company and its Subsidiaries, to recognize the contributions made to the Company and its Subsidiaries by Key Employees, Directors and Consultants, and to provide such Key Employees, Directors and Consultants with additional incentive to expand and improve the profits and achieve the objectives of the Company and its Subsidiaries, by providing such Key Employees, Directors and Consultants with the opportunity to acquire or increase their proprietary interest in the Company through receipt of Awards.

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