Browse EX-10 agreements

RESEARCH AND PRODUCT DEVELOPMENT AGREEMENT

 

This Research and Product Development Agreement (“Agreement”) is entered into as of July 1, 2018, by and among:

 

Varsal Technology (Tianjin) Co., Ltd., a company organized under the laws of the People’s Republic of China, with its principal place of business at No.12 Qiangwei Road, Tianjin Port Free Trade Zone, Airport Industrial Park, Tianjin, CHINA (“Varsal Tianjin”);

VARSAL LLC, a company organized under the laws of the United States of America, with its principal place of business at 363 Ivyland Road, Warminster, PA (“Varsal”).

 

Collectively, the above parties are referred to as the “Parties,” and individually as a “Party.”

 

1. Purpose

 

The purpose of this Agreement is to set forth the terms under which Varsal Tianjin and related parties (together, the “Research Entities”) shall conduct product development research for instruments, laboratory parts, and related products (“Products”) for Varsal.

 

 

2. Scope of Research and Development

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THREE-WAY RESEARCH AND PRODUCT DEVELOPMENT AGREEMENT

 

This Three-Way Research and Product Development Agreement (“Agreement”) is entered into as of July 1, 2018, by and among:

 

VARSAL CHEMICALS (TANGSHAN) CO., LTD., a company organized under the laws of the People’s Republic of China, with its principal place of business at TANGSHAN SEAPORT DEVELOPMENT ZONE, TANGSHAN, HEBEI, CHINA (“Varsalchem Tangshan”);

 

SHANGHAI VARSAL CO., LTD., a company organized under the laws of the People’s Republic of China, with its principal place of business at Suite 1203, No. 939 Jin Qiao Road, Shanghai, China (“Shanghai Varsal”); and

VARSAL LLC, a company organized under the laws of the United States of America, with its principal place of business at 363 Ivyland Road, Warminster, PA (“Varsal”).

 

Collectively, the above parties are referred to as the “Parties,” and individually as a “Party.”

 

1. Purpose

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Form of Customer Agreement

 

THIS SUPPLY AGREEMENT (HEREINAFTER REFERRED TO AS THE “AGREEMENT”) ENTERED INTO BY:

 

[             ], a Company incorporated under the Companies Act 1956 and having it’s Registered Office at [    ] (hereinafter referred to as “[             ]” which expression shall wherever the context admits mean and include its successors and assigns) of the One Part:

 

AND

 

Varsal, LLC. a company formed in accordance with and by virtue of the laws of the United States and having a registered office at [ ],(hereinafter referred to as “Supplier” or “Varsal” which expression shall wherever the context admits mean and include its successors and assigns) of the Second Part:

 

WHEREAS:

A.

[     ], among various other activities, is interalia, engaged in the business of manufacturing Active Pharmaceutical Ingredients (API), Bulk Drugs, Intermediates and other chemicals and also as service providers in the area of contract Research and Contract manufacturing of Drugs and Intermediates.

 

 

 

B.

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THE EXCHANGE CONTEMPLATED HEREIN IS INTENDED TO COMPORT WITH THE REQUIREMENTS OF SECTION 3(a)(9) OF THE SECURITIES ACT OF 1933, AS AMENDED.

EXCHANGE AGREEMENT

 

This Exchange Agreement (this “Agreement”) is entered into as of June 30, 2026 (“Effective Date”) by and between Grafiti Group LLC, a Nevada limited liability company (the “Majority Holder”), and Game Your Game, Inc., a Nevada corporation (the “Company”). Certain capitalized terms are defined in Section 2 of this Agreement.

 

A. As a result of that certain Stock Assignment Agreement, dated June 30, 2026, by and between Grafiti LLC and the Majority Holder, the Majority Holder acquired 10,896,773 shares of Common Stock (the “Grafiti Group Common Shares”) and became a party to that certain Stockholders’ Agreement, dated April 9, 2021, among the Company and holders of its outstanding Common Stock (the “Stockholders’ Agreement”); pursuant to which the Majority Holder is the beneficiary of certain rights and preferences as set forth therein.

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Securities Purchase Agreement

 

This Securities Purchase Agreement (this “Agreement”), dated as of June 30, 2026, is entered into by and between Game Your Game, Inc., a Nevada corporation (“Company”), and Streeterville Capital, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”). Capitalized terms used but not otherwise defined herein will have the meanings set forth in Section 14.

 

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”).

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STOCK ASSIGNMENT AGREEMENT

THIS STOCK ASSIGNMENT AGREEMENT (this “Agreement”) is made as of June 30, 2026 (the “Effective Date”), by and between Grafiti LLC, a Nevada limited liability company (the “Transferor”) and Grafiti Group LLC, a Nevada limited liability company (the “Transferee”). Transferee and Transferor hereby agree as follows:

Recitals

WHEREAS, Transferor holds 10,896,773 shares (the “Shares”) of common stock, par value $0.001 per share (the “Common Stock”), of Game Your Game, Inc., a Nevada corporation (the “Company”);

 

WHEREAS, Transferor is a party to that certain Stockholders’ Agreement, dated April 9, 2021, by and among the Company and the signatory parties thereto (the “Stockholders’ Agreement”), which Stockholders’ Agreement was transferred and assigned to the Transferor in accordance with the Contribution, Assignment and Assumption Agreement, dated December 21, 2023 by and between Inpixon and Transferor;

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PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

 

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [__], 2026 (as it may be amended from time to time, this “Agreement”), entered into by and between Viking Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Viking Acquisition Sponsor II, LLC the “Purchaser”).

 

WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting of (1) one Class A ordinary share, par value $0.0001 per share, of the Company (an “Ordinary Share”), and (2) one-third of one redeemable warrant (a “Warrant”) to purchase an Ordinary Share (a “Warrant Share”) to be governed by the Warrant Agreement to be entered into between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”). Each whole Warrant entitles the holder to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share. The Purchaser has agreed to purchase an aggregate of 30

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REGISTRATION RIGHTS AGREEMENT

 

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of ____, 2026 is made and entered into by and among Viking Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Viking Acquisition Sponsor II, LLC a Delaware limited liability company (the “Sponsor”), Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, the representative of the underwriters (the “Representative”), and the undersigned parties listed under Holder on the signature pages hereto (each such party, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

RECITALS

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, 2026

 

Viking Acquisition Corp. II

900 Third Avenue, 18th Floor,

New York, NY 10022

 

Re: Initial Public Offering

 

Ladies and Gentlemen:

 

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Viking Acquisition Corp. II, a Cayman Islands exempted company (the “Company”) and Cohen & Company Capital Markets, a Division of Cohen and Company Securities LLC as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Sha

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INVESTMENT MANAGEMENT TRUST AGREEMENT

 

This Investment Management Trust Agreement (this “Agreement”) is made effective as of _______, 2026 by and between Viking Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

 

WHEREAS, the Company’s registration statement on Form S-1 (File No. 333-296719) (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”), each of which consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”) and one-third of one redeemable warrant (such initial public offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission;

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FORM OF INDEMNITY AGREEMENT

 

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [_], 2026, by and between ARC Group Securities Acquisition I, a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).

 

RECITALS

 

WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such companies;

 

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its Subsidiaries (as defined below) from certain liabilities;

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INVESTMENT MANAGEMENT TRUST AGREEMENT

 

This Investment Management Trust Agreement (this “Agreement”) is made effective as of _____, 2026 by and between ARC Group Securities Acquisition I, a Cayman Islands exempted company (the “Company”), and Efficiency INC., a Delaware corporation (the “Trustee”).

 

WHEREAS, the Company’s registration statement on Form S-1, (File No. 333-291302) (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”), each of which consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one right that entitles the holder thereof to receive one-quarter of one Ordinary Share and one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (such initial public offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission;

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