Browse EX-10 agreements

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 29, 2026, between BioStem Technologies, Inc., a Florida 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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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of September 29, 2026, between BioStem Technologies, Inc., a Florida corporation (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 Section 4(a)(2) of the Securities Act (as defined below), and Rule 506 promulgated thereunder, 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.

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 each Purchaser agree as follows:

ARTICLE I.

DEFINITIONS

1.1

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EMPLOYEE MATTERS AGREEMENT

BY AND BETWEEN

MADISON SQUARE GARDEN SPORTS CORP.

(TO BE RENAMED MSG KNICKERBOCKERS CORP.),

MSGS SPINCO, INC.

(TO BE RENAMED MSG RANGERS CORP.)

AND

MADISON SQUARE GARDEN ENTERTAINMENT CORP.

Dated as of September 30, 2026

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**TABLE OF CONTENTS **

				Page
		ARTICLE I
		DEFINITIONS

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TRANSITION SERVICES AGREEMENT

BY AND BETWEEN

MSG SPORTS, LLC

(TO BE RENAMED MSG KNICKS, LLC)

AND

MSG NYR HOLDINGS, LLC

dated as of September 30, 2026

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TABLE OF CONTENTS

		Page
ARTICLE I
DEFINITIONS
Section 1.1. General			1

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September 28, 2026

Mr. Jamaal Lesane

c/o Madison Square Garden Sports Corp.

Two Pennsylvania Plaza

New York, NY 10121

Dear Jamaal: 

This letter agreement (the “Agreement”), effective as of September 28, 2026 (the “Effective Date”), will confirm the terms of your continued employment with Madison Square Garden Sports Corp. (the “Company”) as of the Effective Date.

1. As of the Effective Date, your title will be Executive Vice President, Chief Legal Officer and you will report to the Company’s Executive Chairman and Chief Executive Officer. You agree to devote all of your business time and attention to the business and affairs of the Company and to perform your duties in a diligent, competent, professional and skillful manner and in accordance with applicable law. You shall not undertake any outside business commitments without the Company’s consent.

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*FORM OF TRANSFER CONSENT AGREEMENT *

THIS TRANSFER CONSENT AGREEMENT is made this [•] day of [•], 2026 by and among: (i) the NATIONAL HOCKEY LEAGUE, a joint venture organized as an unincorporated association (the “NHL”); (ii) NEW YORK RANGERS, LLC, a Delaware limited liability company (“Rangers LLC”), RANGERS HOLDINGS, LLC, a Delaware limited liability company (“RH LLC”), MSG NYR HOLDINGS, LLC, a Delaware limited liability company (“MSG NYR Holdings”), and MSGS SPINCO, INC., a Nevada corporation to be renamed MSG Rangers Corp. (“Spinco”) (the entities listed in this clause (ii) are referred to collectively as the “Club Parties”); and (iii) MSG SPORTS, LLC, a Delaware limited liability company to be renamed MSG Knicks, LLC (“MSG Sports”), and MADISON SQUARE GARDEN SPORTS CORP., a Nevada corporation to be renamed MSG Knickerbockers Corp. (“Remainco”) (the entities listed in this clause (iii) are referred to collectively as the “Transferring Parties”, and together with the Club Parties, the “Transaction Parties”).

*Background *

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***INDEMNIFICATION AGREEMENT ***

This INDEMNIFICATION AGREEMENT is made this ______ day of ___________(the “Agreement”) by and between Madison Square Garden Sports Corp. (to be renamed MSG Knickerbockers Corp.), a Nevada corporation (the “Company”), and __________________ (“Indemnitee”).

WHEREAS, Indemnitee is [a][an] [director][officer] of the Company and may also be serving or may serve in the future in another Position (as hereinafter defined) at an Affiliated Entity (as hereinafter defined);

WHEREAS, in consideration of the Indemnitee acting in the Position or Positions and assuming the responsibilities attendant to the Position or Positions, the Company desires to provide Indemnitee the rights to indemnification and payment or reimbursement of expenses described below;

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Indemnitee do hereby covenant and agree as follows:

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**TAX DISAFFILIATION AGREEMENT **

**BETWEEN **

**MADISON SQUARE GARDEN SPORTS CORP. **

**(TO BE RENAMED MSG KNICKERBOCKERS CORP.) **

**AND **

**MSGS SPINCO, INC. **

**(TO BE RENAMED MSG RANGERS CORP.) **

**dated as of September 30, 2026 **

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TABLE OF CONTENTS

| | | | | | | | | | | ---------- | - | ------------------------------------------ | - | ---------------------------------------------------------- | : | - | -: | - | | | | | | | | | | | | SECTION 1. | | Definition of Terms | | | | | 2 | | | SECTION 2. | | Allocation of Taxes and Tax-Related Losses | | | | | 12 | |

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OPENWORLD, INC

FORM OF INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of ___________, 20__ between OpenWorld, Inc. a Nevada corporation (the “Company”), and [name] (“Indemnitee”).

WHEREAS, highly competent persons have become more reluctant to serve corporations as directors and 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 the corporation;

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FORM OF REGISTRATION RIGHTS AGREEMENT

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THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of ______, 2026, is made and entered into by and among VerifyMe, Inc., a Nevada corporation (the “Parent”), and the Persons set forth on Schedule I hereto (collectively, the “Company Holders” and, collectively with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 or Section 5.10 of this Agreement, the “Holders” and each, a “Holder”).

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EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”) is entered into on the date last set forth on the signature page hereto, by and between Open World Inc., a Cayman Islands exempted company (“Employer”) and Matthew Ian Shaw (the “Executive”), effective as of January 1, 2026 (the “Effective Date”). Some of the terms of this Employment Agreement are in the attached schedule (the “Schedule”), which is part of this Agreement.

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EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”) is entered into on September 30, 2026, by and between OpenWorld, Inc., a Nevada corporation (the “Company”), Open World Ltd., a Cayman Islands exempted company (“Former OpenWorld”) and Russel McMeekin (the “Executive”) in connection with a transaction pursuant to the Agreement and Plan of Merger dated as of February 11, 2026, by and among the Company (formerly known as VerifyMe, Inc.), VRME Subsidiary Corp., a Nevada corporation and a former direct, wholly owned Subsidiary of the Company, and Former OpenWorld, whereby VRME Subsidiary Corp. merged with and into Former OpenWorld, Former OpenWorld became a direct, wholly owned subsidiary of the Company, and the Company was renamed “OpenWorld, Inc.” (the “Transaction”). Some of the terms of this Employment Agreement are in the attached schedule (the “Schedule”), which is part of this Agreement.

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