Browse EX-10 agreements

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REGISTRATION RIGHTS AGREEMENT FOR INVESTORS

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**THIS REGISTRATION RIGHTS AGREEMENT **(this “Agreement”) is made as of September 4, 2026, by and among RTB Digital, Inc, a Nevada corporation (“Company”), and the persons listed on Schedule A hereto, referred to individually as a “Stockholder” and collectively as the “Stockholders”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 13.

A. In connection with the Subscription Agreement by and among the Company and the Stockholders hereto (the “Subscription Agreement”), the Company has agreed, upon the terms and subject to the conditions of the Subscription Agreement, to issue and sell Shares to each Subscriber (as defined in the Subscription Agreement), shares of common stock of the Company (the “Common Stock”).

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RTB DIGITAL, INC. SUBSCRIPTION AGREEMENT

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September 4, 2026

RTB Digital, Inc.

4300 University Way, NE, Suite C

Seattle, WA 98105

Ladies and Gentlemen:

The undersigned subscribers listed on Exhibit B hereto, (individually and collectively referred to herein as, the “Subscriber”) desires to purchase a number of shares of common stock as set forth on Schedule A hereto (the “Common Stock”), of RTB Digital, Inc., a Nevada corporation (the “Company”) in consideration for an aggregate price set forth on Exhibit B (the “Subscription Price”), based on a per share price of US $11.13. In connection with this offer to purchase, the Subscriber and the Company agree and acknowledge the following:

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CONVERTIBLE NOTE SECURITY AGREEMENT

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This CONVERTIBLE NOTE SECURITY AGREEMENT, dated as of September 3, 2026 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), made by and among Hepion Pharmaceuticals, Inc. (the “Company” or the “Grantor”) and Gravitas Capital LP (the “Agent”), acting for the benefit of the parties listed on Schedule 1 attached hereto from time to time, and their respective endorsees, transferees and assigns (collectively, the “Secured Party”),

W I T N E S S E T H:

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CONVERTIBLE NOTE PURCHASE AGREEMENT

THIS CONVERTIBLE NOTE PURCHASE AGREEMENT (the “Agreement”) is made as of September 3, 2026, by and between Hepion Pharmaceuticals, Inc., a Delaware corporation (and together with all of its current and future, direct and/or indirect, wholly owned and/or partially owned Subsidiaries, collectively, the “Company”) and the persons and entities (individually, a “Purchaser” and collectively, the “Purchasers”) named on the Schedule of Purchasers attached hereto as Schedule 1 (the “Schedule of Purchasers”).

RECITALS

A. The Company and the Purchasers are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act (as defined below), and/or Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission under the Securities Act (as defined below).

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ADVISORY SERVICES AGREEMENT

This Advisory Services Agreement (this “Agreement”) is made and entered into as of August 24, 2026, (the “Effective Date”), by and between StimCell Energetics Inc. (the “Company”), and Stonegate Capital Markets, Inc., a Texas corporation (“Stonegate”).

WHEREAS the Company desires to retain Stonegate as its non-exclusive Advisor (its “Advisor”) and Stonegate is willing to act in such capacity, in each case subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Company and Stonegate (each a “Party” and collectively, the “Parties”) hereby agree as follows:

1.RETENTION OF STONEGATE; SCOPE OF SERVICES

(a)Subject to the terms and conditions set forth herein, the Company hereby retains Stonegate to act as its Advisor to the Company during the Contract Period (as defined below), and Stonegate hereby agrees to be so retained.

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Execution Version (GER/ENG)

**8. September 2026 / September 8, 2026 **

**Worthington Steel GmbH **

und / and

**Klöckner & Co SE **

**Beherrschungs- und Gewinnabführungsvertrag / **

**Domination and Profit and Loss Transfer Agreement **

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SECOND AMENDMENT TO LOAN, SECURITY
AND COLLATERAL MANAGEMENT AGREEMENT

THIS SECOND AMENDMENT TO LOAN, SECURITY AND COLLATERAL MANAGEMENT AGREEMENT (this “Amendment”), dated as of September 2, 2026, is entered into by and among:

(1) 5CLP BDC I ABL SPV-A LLC, a Delaware limited liability company, as the borrower (the “Borrower”);

(2) **each of the lenders party **TO THE AGREEMENT;

(3) Ally Bank, as the administrative agent (“Ally Bank” and in such capacity, the “Administrative Agent”) and the swingline lender (in such capacity, the “Swingline Lender”);

(4) 5C LENDING PARTNERS ADVISOR LLC, a Delaware limited liability company (the “Collateral Manager”);

(5) 5C LENDING PARTNERS CORP., a Maryland Corporation (the “Transferor”); and

(6) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but as the collateral custodian (together with its successors and permitted assigns in such capacity, the “Collateral Custodian”).

RECITALS

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INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “Agreement”) is made and entered into as of [●], by and among Stablecoin Development Corporation, a Delaware corporation (the “Company”), and [●] (“Indemnitee”).

WHEREAS, in light of the litigation costs and risks to directors and officers resulting from their service to companies, and the desire of the Company to attract and retain qualified individuals to serve as directors and officers, it is reasonable, prudent and necessary for the Company to indemnify and advance expenses on behalf of the Company’s directors and/or officers to the fullest extent permitted by Delaware corporate law so that they will serve or continue to serve the Company free from undue concern regarding such risks;

WHEREAS, the Company has requested that Indemnitee serve or continue to serve as a director and/or officer of the Company and may have requested or may in the future request that Indemnitee serve one or more StableDev Entities (as hereinafter defined) as a director or an officer or in other capacities;

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DISTRIBUTION, CO-MARKETING & STRATEGIC PARTNERSHIP AGREEMENT

This Distribution Agreement (“Agreement”) is made by and between **Bluejay Diagnostics, Inc., **360 Massachusetts Avenue, Suite 20, Acton, MA 01720, USA (“Supplier”) and Lovell Government Services, Inc., 223 West Gregory Street, Pensacola, FL 32502 (“Distributor”), as of the last date signed by Supplier and Distributor below (the “Effective Date”).

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WHEREAS; Supplier is the manufacturer, developer and/or marketer of medical products (the “Product” or “Products”);

WHEREAS; Supplier desires to engage Distributor as a distributor of the Products, and Distributor wishes to distribute the Supplier’s Products on the terms contained in this Agreement.

NOW THEREFORE; in consideration of the mutual covenants and conditions herein contained, Supplier and Distributor hereto agree as follows.

AGREEMENT

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**1. Distribution Rights. **

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