Browse EX-10 agreements

SECOND AMENDED AND RESTATED

MASTER SURFACE USE AGREEMENT

This Amended and Restated Master Surface Use Agreement (this “Agreement”) is made and entered into this 1st day of January 2026 (the “Effective Date”), by and between US Land Guild, LLC, whose address is 1751 River Run, Suite 405, Fort Worth, TX 76107, (“Surface Owner”) and Blackbeard Operating, LLC, whose address is 300 N. Loraine, Suite 300, Midland, Texas 79701 (“Operator”). Together Operator and Surface Owner will hereinafter be referred to at times as the “Parties”.

WHEREAS, the Parties entered into that certain Master Surface Use Agreement, dated as of October 1, 2021 (the Original Agreement”);

WHEREAS, effective as of October 1, 2025 the Parties entered into an Amendment to the Original Agreement, to modify the description of the lands covered by the Original Agreement to include additional lands (the “First Amendment”);

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AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

PBT LAND AND MINERALS OPCO, LLC

DATED AS OF [●]

THE LIMITED LIABILITY COMPANY INTERESTS IN PBT LAND AND MINERALS OPCO, LLC HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), THE SECURITIES LAWS OF ANY STATE, OR ANY OTHER APPLICABLE SECURITIES LAWS, AND HAVE BEEN OR ARE BEING ISSUED IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. SUCH INTERESTS MUST BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE SECURITIES LAWS OF ANY STATE AND ANY OTHER APPLICABLE SECURITIES LAWS; (II) THE TERMS AND CONDITIONS OF THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT; AND (III) ANY OTHER TERMS AND CONDITIONS AGREED TO IN WRITING BETWEEN THE MANAGING MEMBER AND THE APPLICABLE MEMBER (AS SUCH TERMS ARE DEFINED IN THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT). THE LIMITED

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SECOND AMENDING AGREEMENT

This Second Amending Agreement is made as of the 24th day of August, 2026, by and among TMCR USA OPERATIONS INC. (the “Purchaser”), THE METALS ROYALTY COMPANY INC. (the “Purchaser Parent”), IRONCLAD ROYALTIES, LLC (the “Vendor”) and MESABI INVESTMENTS (USA) LLC (“MIUSA”) (each, a “Party” and, collectively, the “Parties”).

WHEREAS the Purchaser, the Purchaser Parent, the Vendor and MIUSA entered into a Royalty Purchase Agreement dated as of May 6, 2026, as amended on May 29, 2026 (the “Purchase Agreement”), and the Parties wish to further amend the Purchase Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the covenants and agreements contained herein and for other good and valuable consideration, the parties hereto agree as follows:

1.             Amendments**. **The Purchase Agreement is hereby amended as follows:

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THIRD AMENDMENT TO
LOAN AND SECURITY AGREEMENT

This Third Amendment to Loan and Security Agreement is entered into as of September 23, 2026 (the “Amendment”) is entered into between CANADIAN IMPERIAL BANK OF COMMERCE (“Bank”) and PROCEPT BIOROBOTICS CORPORATION, a Delaware corporation (“Borrower Representative”).

RECITALS

A.    Borrower and Bank are parties to that certain Loan and Security Agreement, dated as of October 6, 2022, (as amended by that certain First Amendment to Loan and Security Agreement, dated as of June 1, 2023, that certain Second Amendment to Loan and Security Agreement, dated as of August 6, 2025, and as further amended from time to time, the “Agreement”).

B.    The parties desire to amend the terms of the Agreement as set forth in this Amendment.

AGREEMENT

NOW, THEREFORE, the parties agree as follows:

1.    Definitions. Capitalized terms used but not defined in this Amendment shall have the respective meanings given to them in the Agreement.

2.    Amendment.

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AMENDMENT TO SECURED PROMISSORY NOTE

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This Amendment to Secured Promissory Note (this “Amendment”) is made by The Crypto Company, a Nevada corporation (the “Borrower”), and ______________ (the “Noteholder” and, together with the Borrower, the “Parties”), effective as of ______________ (the “Effective Date”).

This Amendment relates to the Secured Promissory Note dated ______________, issued by the Borrower to the Noteholder in the original principal amount of ______________ (the “Note”). The Parties agree to extend the Note’s maturity by one year and acknowledge the stock interest payment made for that extension and provide for the additional conditional stock interest payment under Section 2.6. Capitalized terms not defined here have the meanings given in the Note.

1. Extension of Maturity Date.

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Exhibit 10.5

CITY THERAPEUTICS, INC.

FORM OF EMPLOYEE DIRECTOR / OFFICER

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “Agreement”) is made as of [●] by and between City Therapeutics, Inc., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).

RECITALS

WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company;

WHEREAS, in order to induce Indemnitee to [continue to] provide services to the Company, the Company wishes to provide for the indemnification of, and advancement of expenses to, Indemnitee to the maximum extent permitted by law;

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Exhibit 10.13

CONSULTING AGREEMENT

This Consulting Agreement (the “Agreement”) between City Therapeutics, Inc., a Delaware corporation (“Company”) and the counterparty identified in the signature block below (“Consultant”) is effective as of, and this document memorializes the agreement that the parties have had since, the first day of Consultant’s Services (defined below) to the Company (regardless of the execution date hereof). The parties agree as follows:

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Exhibit 10.4

CITY THERAPEUTICS, INC.

FORM OF NON-EMPLOYEE DIRECTOR

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “Agreement”) is made as of [●] by and between City Therapeutics, Inc., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).

RECITALS

WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company;

WHEREAS, in order to induce Indemnitee to [continue to] provide services to the Company, the Company wishes to provide for the indemnification of, and advancement of expenses to, Indemnitee to the maximum extent permitted by law;

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Exhibit 10.10

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS
DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS
BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT
TREATS AS PRIVATE OR CONFIDENTIAL.

Research Collaboration and License Agreement

By And Between

Biogen MA Inc.

and

City Therapeutics, Inc.

Dated May 23, 2025

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TABLE OF CONTENTS

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**Exhibit 10.14 **

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City Therapeutics, Inc.

November 10, 2023

John Maraganore

via email

Dear John,

The Board of Directors (the “Board”) of City Therapeutics, Inc. (the “Company”) is pleased to offer you a position as a member and the executive chair of the Board. This position will be effective, and contingent upon, (i) your execution of this letter, and (ii) the approval of the Board in due course. We appreciate your willingness to serve the Company in this position and we look forward to your valuable contributions to the Board and the Company. Capitalized terms used in this letter and not otherwise defined shall be as defined in Exhibit A.

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Exhibit 10.15

City Therapeutics, Inc.

November 9, 2024

Andrew Orth

Dear Andy:

City Therapeutics, Inc. (the “Company”) is pleased to offer you employment on the following terms:

1.             Position. Your title will be President and Chief Executive Officer, and you will report to the Company’s Board of Directors (the “Board”). This is a full-time position. While you serve as Chief Executive Officer, you will also serve on the Board. While you render services to the Company, you will not engage in any other employment, consulting or other business activity (whether full-time or part-time) that would create a conflict of interest with the Company. By signing this letter agreement, you confirm to the Company that you have no contractual commitments or other legal obligations that would prohibit you from performing your duties for the Company.

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City Therapeutics, Inc.

March 21, 2025

Baisong Mei, MD, PhD

Dear Baisong:

City Therapeutics, Inc. (the “Company”) is pleased to offer you employment on the following terms:

1.         Position. Your initial title will be Chief Medical Officer, and you will initially report to Andrew Orth, the Company’s Chief Executive Officer. This is a full-time position. While you render services to the Company, you will not engage in any other employment, consulting or other business activity (whether full-time or part-time) that would create a conflict of interest with the Company. By signing this letter agreement, you confirm to the Company that you have no contractual commitments or other legal obligations that would prohibit you from performing your duties for the Company.

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