Browse EX-10 agreements

INDEMNITY

 

This Indemnity (this “Indemnity”) dated June 2, 2026 is made by VIVAVENTURES REMEDIATION CORPORATION, a Texas corporation (“Indemnitor”) for the benefit of CA-2 MATERIALS, INC., a Texas corporation (“CA-2 Materials”) and MONARCH R&P MANAGEMENT, LLC, a Texas limited liability company (“Monarch”) and the other Indemnified Parties (as defined below). CA-2 Materials and Monarch are sometimes referred to herein as “Indemnitees”. Indemnitor and Indemnitees are sometimes collectively referred to herein as the “Parties” or individually as a “Party”.

 

Recitals:

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SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement (this “Agreement”) is dated as of June 2, 2026, between Bluejay Diagnostics, 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 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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EXHIBIT B

 

REGISTRATION RIGHTS AGREEMENT

 

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 2, 2026, by and between Bluejay Diagnostics, 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 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(d).

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AMENDMENT NO. 1 TO THE LOAN AGREEMENT

 

THIS AMENDMENT NO. 1 TO THE LOAN AGREEMENT, dated as of June__, 2026 (this “Amendment Agreement”), amends the loan agreement, dated as of March 15, 2026 (the “Loan Agreement”), by and between BSTR Newco, LLC, a Delaware limited liability company (“Payor”) and BSTR Holdings (Cayman), a Cayman Islands limited liability company (“Payee”). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Loan Agreement.

 

RECITALS

WHEREAS, the Payor and the Payee entered into the Loan Agreement, pursuant to which the Payor promised to pay to the Payee a Principal Sum of $2,500,000, together with interest and other fees, expenses and charges as provided therein; and

WHEREAS, the Payor and the Payee desire to amend the Loan Agreement to increase the Principal Sum by an additional $1,100,000, from $2,500,000 to $3,600,000.

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THIS PROMISSORY NOTE (“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 COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

 

PROMISSORY NOTE

 

 

Dated as of June 6, 2026

 

 

Principal Amount: Up to $750,000.00

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INDEMNIFICATION AGREEMENT

 

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of June 8, 2026 between Elite Express Holding Inc., a Delaware corporation (the “Company”), and Ye Hua, an individual (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering the subject matter of this Agreement.

 

WITNESSETH THAT:

 

WHEREAS, Indemnitee performs a valuable service for the Company; WHEREAS, the Board of Directors of the Company (the “Board”) has adopted the Amended and Restated Bylaws (the “Bylaws”) providing for the indemnification of the officers and directors of the Company to the maximum extent authorized by the Delaware General Corporation Law (the “DGCL”);

 

WHEREAS, the Bylaws and §145 of the DGCL, as amended (“Section 145”), by their nonexclusive nature, permit contracts between the Company and the officers or directors of the Company with respect to indemnification of its officers or directors;

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[Certain confidential portions of this exhibit were omitted by means of marking such portions with brackets and asterisks because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed, or constituted personally identifiable information that is not material.]

 

 

Employment Agreement

 

This EMPLOYMENT AGREEMENT (this “Agreement”) is made as of June 8, 2026 (the “Effective Date”) between Elite Express Holding Inc. (the “Company”), with an address of 23046 Avenida De La Carlota, Suite 600, Laguna Hills CA 92653, USA**,** and Ye Hua, with an address at [***] (“Employee”) (Company and Employee are each a “Party” and collectively the “Parties”).

 

WHEREAS, Employee is experienced in finance, U.S. Securities and Exchange Commission reporting, investor relations, and corporate administration; and

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SIXTH AMENDMENT TO LOAN, GUARANTEE AND SECURITY AGREEMENT

 

 

This SIXTH AMENDMENT TO LOAN, GUARANTEE AND SECURITY AGREEMENT (this “Amendment”), dated as of June 8, 2026, is by and between GREAT ELM CAPITAL CORP., a Maryland corporation (“Borrower”) and CITY NATIONAL BANK (“CNB”), as lender (in such capacity, together with its successors and assigns in such capacity, “Bank”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.

 

W I T N E S S E T H

 

A.

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Document

SUPERPRIORITY SECURED DEBTOR-IN-POSSESSION

CREDIT AGREEMENT

dated as of June 5, 2026,    

among

INOTIV, INC., as the Borrower,

THE OTHER GUARANTORS PARTY HERETO, as Guarantors,

THE LENDERS PARTY HERETO,

and

ACQUIOM AGENCY SERVICES LLC,

as Administrative Agent and Collateral Agent

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TABLE OF CONTENTS

Article I DEFINITIONS    1

Section 1.01    Defined Terms    1

Section 1.02    Classification of Loans and Borrowings    33

Section 1.03    Terms Generally    33

Section 1.04    Accounting Terms; GAAP    34

Section 1.05    [Reserved]    34

Section 1.06    Resolution of Drafting Ambiguities    34

Section 1.07    Rounding    34

Section 1.08    Currency Fluctuations    34

Section 1.09    Divisions    35

Article II THE CREDITS    35

Section 2.01    Commitments    35

Section 2.02    Loans    36

Section 2.03    Borrowing Procedure    37

Section 2.04    Evidence of Debt; Repayment of Loans    38

Section 2.05    Premiums and Fees    38

Section 2.06    Interest on Loans    39

Section 2.07    Termination and Reduction of Commitments    40

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Consulting Agreement

 

This Consulting Agreement (this “Agreement”) is entered into as of June 6, 2026 (“Effective Date”) by and between MIRA Pharmaceuticals, Inc. (“Company”), and Andriy Mushak (“Consultant”). Company and Consultant may be referred to collectively as the “Parties” or individually as a “Party.”

 

Recitals

 

WHEREAS, Consultant possesses expertise and experience in providing senior financial leadership, SEC reporting oversight, audit readiness, internal controls, capital-markets support, budgeting, treasury oversight, and related strategic finance services; and

 

WHEREAS, Company desires to engage Consultant to provide the services described in Section 1 below solely in Consultant’s capacity as a fractional chief financial officer and not for any other services unless expressly added by a written amendment signed by both Parties; and

 

WHEREAS, the Parties desire to set forth the terms and conditions governing that engagement.

 

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth below, the Parties agree as follows:

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Consulting Agreement

 

This Consulting Agreement (this “Agreement”) is entered into as of June 6, 2026 (“Effective Date”) by and between Telomir Pharmaceuticals, Inc. (“Company”) and Andriy Mushak (“Consultant”). Company and Consultant may be referred to collectively as the “Parties” or individually as a “Party.”

Recitals

 

WHEREAS, Consultant possesses expertise and experience in providing senior financial leadership, SEC reporting oversight, audit readiness, internal controls, capital-markets support, budgeting, treasury oversight, and related strategic finance services; and

 

WHEREAS, Company desires to engage Consultant to provide the services described in Section 1 below solely in Consultant’s capacity as a fractional chief financial officer and not for any other services unless expressly added by a written amendment signed by both Parties; and

 

WHEREAS, the Parties desire to set forth the terms and conditions governing that engagement.

 

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth below, the Parties agree as follows:

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Exhibit 10.1

PALLADYNE AI CORP.

AMENDED AND RESTATED 2021 EQUITY INCENTIVE PLAN

(effective as of June 8, 2026)

Purposes of the Plan. The purposes of this Plan are:

•

to attract and retain the best available personnel for positions of substantial responsibility,

•

to provide additional incentive to Employees, Directors and Consultants, and

•

to promote the success of the Company’s business.

The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units and Performance Awards.

Definitions. As used herein, the following definitions will apply:

2.1.

“Administrator” means the Board or any of its Committees as will be administering the Plan, in accordance with Section 4 of the Plan.

2.2.

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