Browse EX-10 agreements

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Exhibit 10.1

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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 July 28, 2026 by and between Horberg Enterprises, LP (“Investor”), and American Rebel Holdings, Inc., a Nevada corporation (“Company”).

A. Company previously sold and issued to Investor 100,000 shares of Series D Convertible Preferred Stock, valued at $7.50 per share (the “Series D Preferred”) pursuant to that certain Securities Purchase Agreement entered into as of October 1, 2025.

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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 July 29, 2026 by and between Horberg Enterprises LP (“Investor”), and American Rebel Holdings, Inc., a Nevada corporation (“Company”).

A. Company previously exchanged and issued to Investor 51 shares of Series E Preferred Stock, par value $0.001 per share (the “Series E Preferred”) pursuant to that certain Exchange Agreement entered into as of July 28, 2026.

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This Promissory Note (this “Note”) and the securities issuable upon conversion of this Note pursuant to the terms hereof have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and neither this note, such securities nor any interest therein may be offered, sold, transferred, pledged or otherwise disposed of except pursuant to an effective registration statement under such act or such laws or an exemption from registration under such act and such laws which, in the opinion of counsel for maker, is available.

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CONVERTIBLE PROMISSORY NOTE

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Principal Amount: $25,000	Dated as of July 30, 2026

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This Promissory Note (this “Note”) and the securities issuable upon conversion of this Note pursuant to the terms hereof have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and neither this note, such securities nor any interest therein may be offered, sold, transferred, pledged or otherwise disposed of except pursuant to an effective registration statement under such act or such laws or an exemption from registration under such act and such laws which, in the opinion of counsel for maker, is available.

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CONVERTIBLE PROMISSORY NOTE

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Principal Amount: $25,000	Dated as of July 30, 2026

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This Promissory Note (this “Note”) and the securities issuable upon conversion of this Note pursuant to the terms hereof have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and neither this note, such securities nor any interest therein may be offered, sold, transferred, pledged or otherwise disposed of except pursuant to an effective registration statement under such act or such laws or an exemption from registration under such act and such laws which, in the opinion of counsel for maker, is available.

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CONVERTIBLE PROMISSORY NOTE

Principal Amount: $25,000	Dated as of July 29, 2026

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This Promissory Note (this “Note”) and the securities issuable upon conversion of this Note pursuant to the terms hereof have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and neither this note, such securities nor any interest therein may be offered, sold, transferred, pledged or otherwise disposed of except pursuant to an effective registration statement under such act or such laws or an exemption from registration under such act and such laws which, in the opinion of counsel for maker, is available.

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CONVERTIBLE PROMISSORY NOTE

Principal Amount: $25,000	Dated as of July 29, 2026

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REGISTRATION RIGHTS AGREEMENT

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REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 3, 2026 (the “Execution Date”), is entered into by and between Cycurion, Inc., a Delaware corporation (the “Company”), and Kustom Entertainment, Inc. (together with its permitted assigns, “KUST”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in that certain Asset Purchase Agreement, dated as of June 24, 2026, by and between the parties hereto, as amended by that certain Amendment No. 1 and Forbearance / Extension Agreement dated July 23, 2026, and as may be further amended, restated, supplemented, or otherwise modified from time to time (collectively, the “Asset Purchase Agreement”).

WHEREAS:

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SECURED PROMISSORY NOTE

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Principal: $4,250,000.00	Dated: August 3, 2026

FOR VALUE RECEIVED, Cycurion Inc., a Delaware corporation (“Borrower”), hereby promises to pay to the order of Kustom Entertainment, Inc., a Nevada corporation (“Lender”), the principal sum of Four Million Two Hundred Fifty Thousand Dollars ($4,250,000.00) (the “Principal”), together with interest on the outstanding Principal at a fixed rate of seven percent (7.00%) per annum (the “Interest Rate”), in accordance with the terms of this Secured Promissory Note (this “Note”).

1. Definitions.

For purposes of this Note, the following terms shall have the meanings set forth below:

“Asset Purchase Agreement” means that certain Asset Purchase Agreement, dated as of June 24, 2026, as amended by Amendment No. 1 and Forbearance / Extension Agreement dated July 23, 2026, by and between Borrower and Lender.

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SECURITY AGREEMENT

This SECURITY AGREEMENT, dated as of August 3, 2026 (this “Agreement”), is between Cycurion, Inc., a Delaware corporation (the “Company”), and Kustom Entertainment, Inc., a Nevada corporation, as the holder of certain of the Company’s obligations currently in its favor (“Kustom Entertainment”), and memorializes and ratifies the Company’s agreement to grant a security interest solely in the collateral described herein to Kustom Entertainment and its endorsees, transferees, and assigns regarding the such obligations (collectively, the “Secured Party”).

W I T N E S S E T H:

WHEREAS, the Company issued to the Secured Party a Secured Promissory Note, dated August 3, 2026, in the original principal amount of up to $4,250,000.00 subject to the terms and conditions set forth therein (the “Note”);

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SECOND AMENDMENT TO COMMON STOCK PURCHASE AGREEMENT

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This Second Amendment to Common Stock Purchase Agreement (this “Amendment”), dated as of August [__], 2026, is by and between Kustom Entertainment, Inc., a Nevada corporation (the “Company”), and Yield Point NY LLC, a New York limited liability company (the “Investor”). Except as otherwise defined herein, all capitalized terms shall have the meanings set forth in the Common Stock Purchase Agreement, dated September 15, 2025, as amended, between the Company and the Investor (the “Purchase Agreement”).

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of July 31, 2026, between Hepion Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature page hereto (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 an exemption from the registration requirements of Section 5 of the Securities Act contained in Section 4(a)(2) thereof and/or Regulation D 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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*INVESTMENT MANAGEMENT AGREEMENT *

INVESTMENT MANAGEMENT AGREEMENT (this “Agreement”), dated as of July 29, 2026, by and among Blackstone Multi-Strategy Hedge Fund L.P., a Delaware limited partnership (the “Partnership”), BXHF Aggregator (CYM) L.P., a Cayman Islands exempted limited partnership (the “Aggregator” and together with the Partnership, “BXHF”), and Blackstone Alternative Asset Management L.P., a Delaware limited partnership (the “Investment Manager”).

WHEREAS, the Partnership indirectly invests, alongside other Parallel Funds, all or substantially all of its assets in the Aggregator, which has been formed to facilitate the investment activities of the Partnership and such other Parallel Funds;

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