Browse EX-10 agreements

Execution Version

 

SECURITIES PURCHASE AGREEMENT

 

THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of ______________, 2026, is entered into by and between DYNAMIC AEROSPACE SYSTEMS CORPORATION, a Nevada corporation (the “Company”), and the buyer identified on the signature pages hereto (the “Buyer”).

 

RECITALS

 

WHEREAS, the Company seeks to sell, issue and deliver to one or more Buyers, and the Buyer desires to purchase and acquire from the Company, ______________ shares (the “Shares”) of the Company’s Common Stock, par value $0.0001 per share, together with warrants (the “Warrants) in substantially the form attached hereto as Exhibit A to purchase shares of the Company’s Common Stock (the shares of Common Stock issuable upon exercise of or otherwise pursuant to the Warrants collectively are referred to herein as the “Warrant Shares”); and

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NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

 

COMMON STOCK PURCHASE WARRANT

 

DYNAMIC AEROSPACE SYSTEMS CORPORATION

 

Warrant Shares: ___________

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Lion Copper and Gold Corp.: Exhibit 10.1 - Filed by newsfilecorp.com

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EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this "AGREEMENT") DATED effective the 22nd day of June, 2026 ("Effective Date").

BETWEEN:

QUATERRA ALASKA, INC., a body corporate incorporated pursuant to the laws of Alaska and having an office at 517 West Bridge St STE A, Yerington, NV 89447 USA ("QTA Alaska") and its parent Lion Copper and Gold Corp. ("Lion CG")

(collectively, "QTA Alaska" and "Lion CG" are sometimes hereinafter referred to as the "Company")

AND:

MARIA MILAGROS PAREDES, individual, having a place of residence at 208A South Main Street, Yerington NV 89441 USA (the "Executive")

WHEREAS:

A. The Company is involved in the business of acquiring, exploring and developing natural resource properties;

B. The Executive has expertise and experience in the business carried on by the Company;

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Document

Exhibit 10.1

Note Purchase Agreement

This Note Purchase Agreement (this “Agreement”), dated as of June 25, 2026, is entered into by and between T Stamp Inc., a Delaware corporation (“Company”), and Streeterville Capital, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”).

A.    Company and Investor are executing and delivering this Agreement in reliance upon an exemption from securities registration afforded by the Securities Act of 1933, as amended (the “1933 Act”), and the rules and regulations promulgated thereunder by the United States Securities and Exchange Commission (the “SEC”).

B.    Investor desires to purchase and Company desires to issue and sell, upon the terms and conditions set forth in this Agreement a Secured Promissory Note, in the form attached hereto as Exhibit A, in the original principal amount of $5,510,000.00 (the “Note”).

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Document

Exhibit 10.2

SECURED PROMISSORY NOTE

Effective Date: June 25, 2026

U.S. $5,510,000.00

FOR VALUE RECEIVED, T Stamp Inc., a Delaware corporation (“Borrower”), hereby unconditionally promises to pay to Streeterville Capital, LLC, a Utah limited liability company, or its successors or assigns (“Lender”), $5,510,000.00 and any interest, fees, charges, and late fees accrued hereunder on the date that is twenty-four (24) months after the Purchase Price Date (the “Maturity Date”) in accordance with the terms set forth herein and to pay interest on the Outstanding Balance at the rate of nine percent (9%) per annum from the Purchase Price Date until the same is paid in full. All interest calculations hereunder shall be computed on the basis of a 360-day year comprised of twelve (12) thirty (30) day months, shall compound daily and shall be payable in accordance with the terms of this Note. This Secured Promissory Note (this “Note”) is issued and made effective as of the date set forth above (the “Effective Date”). This Note is issued pursuant to that certain Note Purchase Agreeme

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Document

Exhibit 10.3

Security Agreement

This Security Agreement (this “Agreement”), dated as of June 25, 2026, is executed by T Stamp Inc., a Delaware corporation (“Debtor”), in favor of Streeterville Capital, LLC, a Utah limited liability company (“Secured Party”).

A.    Debtor issued to Secured Party a certain Secured Promissory Note of even date herewith, as may be amended from time to time, in the original face amount of $5,510,000.00 (the “Note”).

B.    In order to induce Secured Party to extend the credit evidenced by the Note, Debtor has agreed to enter into this Agreement and grant Secured Party a security interest in the Collateral (as defined below).

NOW, THEREFORE, in consideration of the above recitals and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Debtor hereby agrees with Secured Party as follows:

1.Definitions and Interpretation. When used in this Agreement, the following terms have the following respective meanings:

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June 24, 2026

 

REalloys Inc.

7280 W. Palmetto Park Rd., Suite 302N

Boca Raton, FL 33433

 

Re: REalloys Inc. – Offering of Common Shares

 

Dear Sirs and Madams:

 

This letter agreement (this “Lock-up Agreement”) is being delivered to you in connection with the proposed Securities Purchase Agreement (the “Securities Purchase Agreement”) to be entered into by and among REalloys Inc., a Nevada corporation (the “Company”), and each purchaser identified on the Securities Purchase Agreement (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”), relating to the proposed private placement of shares of common stock, par value $0.001 per share (the “Common Shares”) of the Company (the “Offering”).

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SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement (this “Agreement”) is dated as of June 24, 2026, by and among REalloys 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 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

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REGISTRATION RIGHTS AGREEMENT

 

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 24, 2026, by and among REalloys Inc., a Nevada 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, by and among the Company and each Purchaser (the “Purchase Agreement”).

 

The Company and each Purchaser hereby agree 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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EXECUTION VERSION 

 

OMNIBUS AMENDMENT TO LOAN DOCUMENTS (this “Amendment”), dated as of June 23, 2026 (the “Amendment Effective Date”), among Lord Abbett PCF Financing LLC (together with its successors and assigns, the “Borrower”), each lender party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A. (together with its successors and assigns, the “Administrative Agent”), LORD ABBETT PRIVATE CREDIT FUND (together with its successors and assigns, the “Servicer”), STATE STREET BANK AND TRUST COMPANY, as the resigning collateral custodian (the “Resigning Collateral Custodian”) and the resigning securities intermediary (the “Resigning Securities Intermediary”) and COMPUTERSHARE TRUST COMPANY, N.A., as the successor collateral custodian (the “Successor Collateral Custodian”) and the successor securities intermediary (the “Successor Securities Intermediary”).

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CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS A TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

 

Cycurion, inc.,

 

AS BUYER,

 

and

 

kustom entertainment, inc.,

 

as seller.

 

 

 

ASSET PURCHASE AGREEMENT

 

June 24, 2026

 

 

 

TABLE OF CONTENTS

 

 

Page

 

 

Article 1 BASIC TRANSACTION

1

Section 1.1

Purchase and Sale of Acquired Assets

1

Section 1.2

No Liens.

3

Section 1.3

Assumption of Liabilities

3

Section 1.4

Excluded Liabilities.

4

Section 1.5

Further Assurances

4

Section 1.6

Purchase Price.

5

Section 1.7

Closing

7

Section 1.8

Allocation of Purchase Price.

10

Section 1.9

Consensts

10

Article 2 REPRESENTATIONS AND WARRANTIES OF SELLER

10

Section 2.1

Organization and Good Standing.

10

Section 2.2

Power, Authorization and Validity.

11

Section 2.3

No Violation of Existing Agreements or Laws; Third Party Consents.

11

Section 2.4

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eEX-10.1

Exhibit 10.1

THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER THAT SUCH REGISTRATION IS NOT REQUIRED.

PROMISSORY NOTE

 

Principal Amount: Up to $540,000

  

Dated as of June 18, 2026

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