Browse EX-10 agreements

CASTELLUM, INC. THIRD AMENDED 2021 STOCK INCENTIVE PLAN

1. Purpose

The Castellum, Inc. Third Amended 2021 Stock Incentive Plan, is intended to promote the best interests of Castellum, Inc. (the “Corporation”) and its stockholders by (i) assisting the Corporation and its Affiliates in the recruitment and retention of persons with ability and initiative, (ii) providing an incentive to such persons to contribute to the growth and success of the Corporation’s businesses by affording such persons equity participation in the Corporation and (iii) associating the interests of such persons with those of the Corporation and its affiliates and stockholders.

2. Definitions

As used in this Plan the following definitions shall apply:

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FIRST AMENDMENT TO AMENDED AND RESTATED LICENSE AGREEMENT

This First Amendment to Amended and Restated License Agreement (this “First Amendment”) is dated as of May 29, 2026 (the “Amendment Effective Date”) and is entered into by and between Paragon Therapeutics, Inc., a corporation organized under the laws of the State of Delaware (“Paragon”), having its principal place of business at 221 Crescent Street, Building 23, Suite 105, Waltham, MA 02453, and Spyre Therapeutics, Inc. (“Spyre”), a corporation organized under the laws of the State of Delaware, having its principal place of business at 221 Crescent Street, Building 23, Suite 105, Waltham, MA 02453. Paragon and Spyre are also referred to herein individually as a “Party”, or collectively as the “Parties.”

RECITALS

Whereas, the Parties are party to that certain Amended and Restated License Agreement dated as of February 24, 2025 (the “Agreement”); and

Whereas, the Parties wish to amend the Agreement as set forth in this First Amendment.

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FIRST AMENDMENT TO IL-23 LICENSE AGREEMENT

This First Amendment to IL-23 License Agreement (this “First Amendment”) is dated as of May 29, 2026 (the “Amendment Effective Date”) and is entered into by and between Paragon Therapeutics, Inc., a corporation organized under the laws of the State of Delaware (“Paragon”), having its principal place of business at 221 Crescent Street, Building 23, Suite 105, Waltham, MA 02453, and Oruka Therapeutics, Inc. (“Oruka”), a corporation organized under the laws of the State of Delaware, having its principal place of business at 885 Oak Grove Ave., Menlo Park, CA 94025. Paragon and Oruka are also referred to herein individually as a “Party”, or collectively as the “Parties.”

Recitals

Whereas, the Parties are party to the IL-23 License Agreement dated as of December 17, 2024 (the “Agreement”); and

Whereas, the Parties wish to amend the Agreement as set forth in this First Amendment.

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PLACEMENT AGENCY AGREEMENT

May 29, 2026

Qtrex Quantum Ltd.

2 Ha-Tidhar St.

Ra’anana 4366504, Israel

Attention: Dagi Ben-Noon

Dear Mr. Ben-Noon:

This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners, as placement agent (the “Placement Agent”), and Qtrex Quantum Ltd., a company incorporated under the laws of the State of Israel, having its registered office at Puglisi & Associates, 850 Library Ave., Suite 204, Newark DE 19711 (the “Company”), that the Placement Agent shall serve as the exclusive placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of (i) ordinary shares (the “Shares”) of the Company, no par value (the “Ordinary Shares) and/or (iii) pre-funded warrants to purchase Ordinary Shares of the Company (the “Pre-Funded Warrants,” and collectively with the Shares, the “Securities”), depending on the beneficial ownership percentage of the purchaser of the Ordinary Shares

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REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 29, 2026, between Qtrex Quantum Ltd., a company incorporated under the laws of the State of Israel (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).

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

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SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of May 29, 2026, between Qtrex Quantum Ltd., a company incorporated under the laws of the State of Israel, having its registered office at Puglisi & Associates, 850 Library Ave., Suite 204, Newark DE 19711 (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 exemption from the registration requirements of Section 5 of the Securities Act (as defined below) contained in Section 4(a)(2) thereof, 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.

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Exhibit 10.1

MEMORANDUM OF UNDERSTANDING

This Memorandum Of Understanding (the “MOU”), dated as of May 26, 2026 (the “Effective Date”), by and between CoreTer LLC, a Nevada Limited Liability Company with an office at 14110 Ridge Road, Sutter Creek, CA 95685 (“CoreTer”), and Purebase Corporation, a Nevada corporation with an office at 14110 Ridge Road, Sutter Creek, CA 95685 (“Purebase”). CoreTer and Purebase are individually referred to as a “Party” and collectively as “Parties.”

1.	PURPOSE AND INTENT

This MOU sets forth the principal terms pursuant to which CoreTer proposes to transfer to Purebase (the “Asset Transfer”) twenty percent (20%) net proceeds from the Exclusive Mining Option and Development Agreement dated March 19, 2026, by and between CoreTer and Dexter Mining LLC (the “Keystone Contract”). This arrangement is intended to support Purebase’s transition from a single-product agricultural minerals supplier into a highly diversified Resource Development Company.

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ORDER FORM

Anchorage Contact	Client Contact
Name: Tricia Lin	Name: Teddy Fusaro
Email: tricia@anchorlabs.com	Email: teddy@bitwiseinvestments.com

This MASTER CUSTODY SERVICE AGREEMENT (“Agreement”) is made and entered into as of the Effective Date provided herein, by and between Anchorage Digital Bank N.A. (“Anchorage”), and each Client as provided herein (each a “Client”) (Anchorage and Client, each a “Party” and collectively, the “Parties”).

The Agreement consists of the terms in this Order Form and the following Terms and Conditions attached hereto.

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Exhibit 10.5

PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the [●] day of [_], 2026, by and between Innovative Digital Investors Acquisition Corp., a Nevada corporation (the “Company”), having its principal place of business at 104 S. Walnut Street, Unit 1A, Itasca, Illinois 60143, and Innovative Digital Investors, LLC, a Nevada limited liability company (the “Subscriber”), having its principal place of business at 104 S. Walnut Street, Unit 1A, Itasca, Illinois 60143.

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STOCK CANCELLATION AGREEMENT

This Stock Cancellation Agreement (the “Agreement”) is made effective as of May 30, 2026 (the “Effective Date”), by and among Innovative Digital Investors Acquisition Corp., a Nevada corporation (the “Company”), and the holders of Founder Shares (defined below) signatory hereto (the “Holders” and together with the Company, the “Parties”).

WHEREAS, the Company initially contemplated conducting an initial public offering of $200,000,000 of shares of common stock of the Company, which has been reduced to an initial public offering of $125,000,000 of shares of common stock of the Company (the “IPO”); and

WHEREAS, as a result of the reduction in the size of the IPO, the Company and the Holders intend that the total number of shares issued to founders of the Company (the “Founder Shares”) be reduced from 8,250,000 to 6,095,000, and that the aggregate number of shares issued to the Holders be reduced accordingly, as set forth in Exhibit A hereto (the “Subject Shares”), resulting in the cancellation of 2,155,000 shares of common stock of the Company.

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Exhibit 10.3

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [__], 2026, is made and entered into by and among Innovative Digital Investors Acquisition Corp., a Nevada corporation (the “Company”), Innovative Digital Investors, LLC, a Nevada limited liability company (the “Sponsor”), ThinkEquity LLC, as representatives of the underwriters (the “Underwriters”) and the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor, the Underwriters 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”).

RECITALS

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Exhibit 10.1

[_], 2026

Innovative Digital Investors Acquisition Corp.

104 S. Walnut Street, Unit 1A

Itasca, Illinois 60143

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 Innovative Digital Investors Acquisition Corp., a Nevada corporation (the “Company”), and ThinkEquity LLC, as the representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 14,375,000 of the Company’s units (including up to 1,875,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and three-quarters of one redeemable warrant. Each whole warrant

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