Browse EX-10 agreements

Document

Exhibit 10.8

Deferred Compensation Plan for Non-Employee Directors

of Honeywell Aerospace Inc.

(Effective as of June 29, 2026)

1.Eligibility; Spin-off from Honeywell

Each member of the Board of Directors (the “Board”) of Honeywell Aerospace Inc. (the “Corporation”) who is not an employee of the Corporation or any of its subsidiaries (a “Director”) is eligible to participate in the Deferred Compensation Plan for Non-Employee Directors of Honeywell Aerospace Inc. (the “Plan”).

…

Document

Exhibit 10.2

EXECUTION VERSION

TAX MATTERS AGREEMENT

by and between

Honeywell International Inc.

and

Honeywell Aerospace Inc.

Dated as of June 29, 2026

---

TABLE OF CONTENTS

Page

ARTICLE  I

DEFINITIONS

SECTION 1.01.

Definition of Terms

2

ARTICLE  II

ALLOCATION OF TAX LIABILITIES AND TAX BENEFITS

SECTION 2.01.

Automation Indemnification of Aerospace

8

SECTION 2.02.

Aerospace Indemnification of Automation

8

SECTION 2.03.

Refunds, Credits and Offsets

10

SECTION 2.04.

Carrybacks

11

SECTION 2.05.

Straddle Periods and Apportionment of Tax Attributes

11

SECTION 2.06.

Prior Agreements

13

SECTION 2.07.

Income Tax Deductions in Respect of Certain Equity Awards and Incentive Compensation

13

SECTION 2.08.

Pillar Two

13

ARTICLE  III

TAX RETURNS, TAX CONTESTS AND OTHER ADMINISTRATIVE MATTERS

SECTION 3.01.

Responsibility for Preparing Tax Returns

13

SECTION 3.02.

Filing of Tax Returns and Payment of Taxes

15

SECTION 3.03.

Tax Contests

17

SECTION 3.04.

Expenses

18

SECTION 3.05.

Power of Attorney

18

ARTICLE  IV

…

Document

Exhibit 10.1

EXECUTION VERSION

TAX MATTERS AGREEMENT

by and between

Honeywell International Inc.

and

Honeywell Aerospace Inc.

Dated as of June 29, 2026

---

TABLE OF CONTENTS

Page

ARTICLE  I

DEFINITIONS

SECTION 1.01.

Definition of Terms

2

ARTICLE  II

ALLOCATION OF TAX LIABILITIES AND TAX BENEFITS

SECTION 2.01.

Automation Indemnification of Aerospace

8

SECTION 2.02.

Aerospace Indemnification of Automation

8

SECTION 2.03.

Refunds, Credits and Offsets

10

SECTION 2.04.

Carrybacks

11

SECTION 2.05.

Straddle Periods and Apportionment of Tax Attributes

11

SECTION 2.06.

Prior Agreements

13

SECTION 2.07.

Income Tax Deductions in Respect of Certain Equity Awards and Incentive Compensation

13

SECTION 2.08.

Pillar Two

13

ARTICLE  III

TAX RETURNS, TAX CONTESTS AND OTHER ADMINISTRATIVE MATTERS

SECTION 3.01.

Responsibility for Preparing Tax Returns

13

SECTION 3.02.

Filing of Tax Returns and Payment of Taxes

15

SECTION 3.03.

Tax Contests

17

SECTION 3.04.

Expenses

18

SECTION 3.05.

Power of Attorney

18

ARTICLE  IV

…

Document

Exhibit 10.2

EXECUTION VERSION

TRADEMARK LICENSE AGREEMENT

BY AND BETWEEN

HONEYWELL INTERNATIONAL INC.,

HONEYWELL AEROSPACE IP HOLDINGS INC.

AND

HONEYWELL AEROSPACE INC.

---

Table of Contents

Pages

ARTICLE 1 DEFINITIONS

1

ARTICLE 2 TRADEMARK LICENSES AND OWNERSHIP

7

ARTICLE 3 QUALITY CONTROL; USE RESTRICTIONS

17

ARTICLE 4 OWNERSHIP, MAINTENANCE AND ENFORCEMENT

19

ARTICLE 5 TERM

21

ARTICLE 6 TERMINATION

21

ARTICLE 7 CONSEQUENCES OF TERMINATION

23

ARTICLE 8 REMEDIES AND LIMITATIONS OF LIABILITY

25

ARTICLE 9 WARRANTIES

26

ARTICLE 10 INDEMNIFICATION AND INSURANCE

26

ARTICLE 11 ASSIGNMENT, CHANGE OF CONTROL AND DIVESTMENT

28

ARTICLE 12 UNDERSTANDINGS IN THE EVENT OF BANKRUPTCY

30

ARTICLE 13 MISCELLANEOUS

30

Attachment A – Aerospace Trademarks

Attachment B – Aerospace Entity Names

Attachment C – Aerospace Internet Properties

Attachment D – Licensed Products

Attachment E – Territory

Attachment F – Applicable Transition Periods

Attachment G – Method of Payment

Attachment H – Style Restrictions

…

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of June 26, 2026, between U.S. GoldMining Inc., a Nevada 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 an effective registration statement under the Securities Act (as defined below), 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

…

AMENDMENT NO. 4 TO THE

INHIBIKASE THERAPEUTICS, INC.

2020 EQUITY INCENTIVE PLAN

The Inhibikase Therapeutics, Inc. 2020 Equity Incentive Plan (as amended, the “Plan”) is hereby amended, effective as of the date of adoption of this Amendment by the Board of Directors of Inhibikase Therapeutics, Inc. (the “Company”), but subject to approval by the Company’s stockholders in accordance with Section 11 of the Plan:

1. Section 3(a) of the Plan is amended and restated in its entirety as follows:

…

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of June 26, 2026, between Decoy Therapeutics Inc., a Delaware corporation (the “Company”), and each of the purchasers identified on the signature pages hereto (including its successors and assigns, the “Purchaser”).

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/or Rule 506 of Regulation D 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

…

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 26, 2026, between Decoy Therapeutics 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:

 

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).

“Common Stock” means the common stock of the Company, par value $0.0001 per share.

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

…

PLACEMENT AGENCY AGREEMENT

June 26, 2026

Decoy Therapeutics, Inc.

2450 Holcombe Boulevard, Suite X

Houston, Texas 77021

Attention: Frederick E. Pierce, II

 

Dear Mr. Pierce:

This letter agreement (the “Agreement”) constitutes the agreement between Curvature Securities, LLC (“Curvature”), as sole placement agent (the “Placement Agent”) and Decoy Therapeutics Inc., a company incorporated under the laws of the State of Delaware (the “Company”), pursuant to which the Placement Agent shall serve as the sole placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of shares of common stock (the “Shares”) of the Company, par value $0.0001 per share (“Common Stock”) and pre-funded warrants to purchase shares of Common Stock (the “Pre-Funded Warrants”), and accompanying (a)(i) Series A common warrants to purchase shares of Common Stock (the “Series A Warrants”), (ii) Series B common warrants to purchase shares of Common Stock (the “Series B Warrants”), and (iii) Series C common warrants to purchase shares of Com

…

Lock-Up Agreement

[●], 2026

Curvature Securities LLC

39 Main Street

Chatham, New Jersey 07928

 

 

Re: Decoy Therapeutics Inc.—Proposed Offering

Ladies and Gentlemen:

The undersigned understands that Curvature Securities, LLC (the “Placement Agent”) propose to enter into or has entered into a Placement Agency Agreement (the “Placement Agency Agreement”) providing for the offer and sale (the “Offering”) of (a) shares of common stock, par value $0.0001 per share (the “Common Stock”), of Decoy Therapeutics Inc., a Delaware corporation (the “Company”), pre-funded warrants (the “Pre-Funded Warrants”) and accompanying (b)(i) Series A common warrants to purchase shares of Common Stock (the “Series A Warrants”), (ii) Series B common warrants to purchase shares of Common Stock (the “Series B Warrants”), and (iii) Series C common warrants to purchase shares of Common Stock (the “Series C Warrants”, and collectively with the Series A Warrants and Series B Warrants, the “Warrants” and the Warrants, together with the Pre-Funded Warrants and the Shares, the “Securities”).

…

FORM OF SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of June 27, 2026, between Volato Group, Inc., a Delaware 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 an effective registration statement under the Securities Act (as defined below), 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

…

---

Exhibit 10.1

AMENDMENT NO. 2 TO REVOLVING CREDIT AND GUARANTY AGREEMENT

 

This AMENDMENT NO. 2 (this “Amendment”), dated as of June 25, 2026 by and among Allegiant Travel Company, a Nevada corporation (the “Borrower”), the guarantors party thereto (the “Guarantors”), Barclays Bank PLC and Deutsche Bank AG New York Branch (each a “Lender” and collectively, the “Lenders”) and Barclays Bank PLC, in its capacity as Administrative Agent (the “Administrative Agent”) amends the Revolving Credit and Guaranty Agreement, dated as of August 17, 2022 (as amended by that Amendment No. 1 to Revolving Credit and Guaranty Agreement, dated as of December 5, 2025 by and among, inter alios, the Borrower, the Lenders and the Administrative Agent and as otherwise restated, supplemented, waived, or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Guarantors, the Lenders and the Administrative Agent.  Capitalized terms used but not defined herein shall have the meanings given to such terms in the Credit Agreement.

…