Browse EX-10 agreements

REGISTRATION RIGHTS AGREEMENT

 

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 24, 2026, by and among REalloys Inc., a Nevada 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, by and among 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(c).

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EXECUTION VERSION 

 

OMNIBUS AMENDMENT TO LOAN DOCUMENTS (this “Amendment”), dated as of June 23, 2026 (the “Amendment Effective Date”), among Lord Abbett PCF Financing LLC (together with its successors and assigns, the “Borrower”), each lender party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A. (together with its successors and assigns, the “Administrative Agent”), LORD ABBETT PRIVATE CREDIT FUND (together with its successors and assigns, the “Servicer”), STATE STREET BANK AND TRUST COMPANY, as the resigning collateral custodian (the “Resigning Collateral Custodian”) and the resigning securities intermediary (the “Resigning Securities Intermediary”) and COMPUTERSHARE TRUST COMPANY, N.A., as the successor collateral custodian (the “Successor Collateral Custodian”) and the successor securities intermediary (the “Successor Securities Intermediary”).

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CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS A TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

 

Cycurion, inc.,

 

AS BUYER,

 

and

 

kustom entertainment, inc.,

 

as seller.

 

 

 

ASSET PURCHASE AGREEMENT

 

June 24, 2026

 

 

 

TABLE OF CONTENTS

 

 

Page

 

 

Article 1 BASIC TRANSACTION

1

Section 1.1

Purchase and Sale of Acquired Assets

1

Section 1.2

No Liens.

3

Section 1.3

Assumption of Liabilities

3

Section 1.4

Excluded Liabilities.

4

Section 1.5

Further Assurances

4

Section 1.6

Purchase Price.

5

Section 1.7

Closing

7

Section 1.8

Allocation of Purchase Price.

10

Section 1.9

Consensts

10

Article 2 REPRESENTATIONS AND WARRANTIES OF SELLER

10

Section 2.1

Organization and Good Standing.

10

Section 2.2

Power, Authorization and Validity.

11

Section 2.3

No Violation of Existing Agreements or Laws; Third Party Consents.

11

Section 2.4

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eEX-10.1

Exhibit 10.1

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

PROMISSORY NOTE

 

Principal Amount: Up to $540,000

  

Dated as of June 18, 2026

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FIRST AMENDMENT TO MANUFACTURING AND SUPPLY AGREEMENT

THIS FIRST AMENDMENT TO MANUFACTURING AND SUPPLY AGREEMENT (this “First Amendment”) is dated as of the date of the last signature below with an effective date of January 12, 2026 (the “Effective Date”), by and among Napo Pharmaceuticals, Inc., a company incorporated under the laws of Delaware (“Napo”), Jaguar Health, Inc. d/b/a Jaguar Animal Health, a company incorporated under the laws of Delaware (“Jaguar”), and Woodward Specialty LLC, a limited liability company organized under the laws of Puerto Rico (“Woodward”). Napo and Woodward are each referred to herein, individually, as a “Party” and, together, as the “Parties.”

R E C I T A L S

A. Napo and Woodward are parties to that certain Manufacturing and Supply Agreement, dated as of January 12, 2026 (the “Supply Agreement”).

B. Pursuant to Section 3.1.1 of the Supply Agreement, title to the Effective Date Product Inventory passed to Woodward as of January 12, 2026, in the State of Tennessee.

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As of June 19, 2026

 

Benedetta Casamento

346 Hillcrest Road

Englewood, NJ 07631

 

Dear Benedetta:

 

On behalf of the Board of Directors of Milestone Scientific Inc. (the “Company”), I am pleased to confirm your appointment as Executive Chairman (or if you prefer, Executive Chairwoman or Executive Chair) of the Board of Directors, effective June 19, 2026 (the “Effective Date”).

 

1. Position; Duties. The Company hereby offers you employment as Executive Chairman of the Board of Directors (the “Board”) of the Company, with an annual salary as described in the Employment Offer Summary attached to this letter. By acceptance of this offer, you agree to perform the duties and services outlined in the Employment Offer Summary attached hereto, and such other duties and services as are customary for an executive chairman of a company such as the Company and other duties and services as the Board may reasonably request commensurate with your position as Executive Chairman and (a) to devote such business time and attention to the business and affairs of the Company and to

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Execution Version (2)

 

Agreement

With respect to

Compensation and Other Arrangements

 

THIS AGREEMENT, made as of April 1, 2026 (the “Effective Date”), is made by and among Leonard Osser, residing at 32 Camlet Court, Roseland, New Jersey 07068 (“Executive”), U.S. Asian Consulting Group, LLC, a Delaware limited liability company (“U.S. Asian”), and Milestone Scientific, Inc., a Delaware corporation having its office at 425 Eagle Rock Avenue, Suite 403, Roseland, New Jersey 07068 (the “Company” and, together with Executive and U.S Asian, each “Party” and collectively, the “Parties”).

 

RECITALS

A. Executive is a principal and together with his wife the sole members of U.S. Asian; and

 

B. The Company and Executive entered into an Employment Agreement dated July 11, 2017 (the “Employment Agreement”), and the Company and U.S. Asian entered into a Consulting Agreement dated July 10, 2017 (the “Consulting Agreement”); and

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FORM OF LOCK-UP AGREEMENT

 

June 19, 2026

 

Milestone Scientific Inc.

425 Eagle Rock Road, Ste 403

Roseland, NJ 07068

 

 

Re:

Amendment to Services Agreement effective as of April 1, 2026 with Milestone Scientific, Inc.

 

Ladies and Gentlemen:

 

The undersigned acknowledges that Milestone Scientific, Inc. (the “Company”) and the undersigned are substantially contemporaneously herewith amending certain service agreements between the Company and the undersigned or an affiliate of the undersigned (the “Service Agreements”).

…

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Exhibit 10.1

Execution Version

AMENDED AND RESTATED

DIGITAL CURRENCY LOAN AGREEMENT

 

This Amended and Restated Digital Currency Loan Agreement (this “Agreement”) is made on this 19th  day of June, 2026 (the “Effective Date”), by and between BlueFin Labs Inc., a company organized and existing under the laws of Panama (together with its Affiliates, the “Borrower”), and Sui Group Holdings Limited (the “Lender”), a corporation organized and existing under Minnesota law with an address of 1907 Wayzata Blvd, #205, Wayzata, Minnesota. The Lender and the Borrower are sometimes referred to herein as “Party” individually and together as “Parties”.

 

RECITALS

 

WHEREAS, the Parties entered into that certain Digital Currency Loan Agreement (the “Initial Agreement”), dated as of September 30, 2025 (“Initial Effective Date”);

 

WHEREAS, on the Initial Effective Date, the Lender delivered to BlueFin Labs Inc. (Panama) 2,000,000 (two million) SUI tokens (the “Initial Loaned Digital Currency”) on the terms and conditions set forth in the Initial Agreement;

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LEASE AGREEMENT BETWEEN

FGHP TRIPLEX, LLC

A DELAWARE LIMITED LIABILITY COMPANY

AS LANDLORD, AND

UNUSUAL MACHINES, INC.,

A NEVADA CORPORATION

AS TENANT

DATED June 24, 2026

 

 

 

 

 

TABLE OF CONTENTS

 

 

 

Page

 

 

 

 

Lease Grant

1

 

 

 

 

Term and Construction and Acceptance of Premises

1

(a)

Lease Term

1

(b)

Landlord's Construction Obligation

1

(c)

Proportionate Share

1

Rent

1

(a)

Basic Rent

1

(b)

Payment

1

(c)

Operating Costs

2

Delinquent Payment; Handling Charges

3

 

 

 

 

 

Security Deposit

3

Landlord's Maintenance Obligations

3

(a)

Landlord's Obligations

3

(b)

Landlord's Right to Perform Tenant's Obligations

3

Improvements; Alterations; Repairs; Tenant's Maintenance; and Utilities

4

(a)

Improvements; Alterations

4

(b)

Repairs; Maintenance

4

(c)

Performance of Works

4

(d)

Mechanic's Liens

4

(e)

Utilities

5

Use

5

Assignment and Subletting

5

(a)

Transfers

5

(b)

Requests for Consent

5

(c)

Consent Standards

5

(d)

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Document

Ex. 10.1

June 18, 2026

Sudhanshu Priyadarshi

Via Electronic Delivery

Dear Sudhanshu,

We are delighted to offer you the opportunity to join the Planet Fitness team! We believe your skills, knowledge and experience are the right combination for success in the role of Chief Financial Officer and President, International. This letter will confirm our offer of employment to you with Pla-Fit Franchise, LLC (the “Company”), under the terms and conditions that follow:

1. POSITION AND DUTIES:

On June 25, 2026 (the “Start Date”), you will be employed by the Company, on a full-time basis, in the role of Chief Financial Officer and President, International. You agree to perform the duties of your position and such other duties as may reasonably be assigned to you. You also agree to comply at all times with the Company’s policies, practices and procedures, including, but not limited to, the Planet Fitness Code of Ethics.

2. COMPENSATION AND BENEFITS:

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June 24, 2026

 

Dragan Cicic, M.D.

c/o SELLAS Life Sciences Group, Inc.

7 Times Square, Suite 2503

New York, NY 10036

 

Re: Amended and Restated Severance and Change of Control Letter Agreement

 

Dear Dragan:

 

This Amended and Restated Severance and Change of Control Letter Agreement (this “Agreement”) amends and restates in its entirety (i) that certain Change of Control Severance Agreement (the “COC Severance Agreement”), dated December 14, 2021, as amended on March 4, 2025, by and between you and SELLAS Life Sciences Group, Inc. (the “Company”) and (ii) that certain Severance Agreement (the “Severance Agreement”), dated January 22, 2024, by and between you and the Company. Effective as of the date hereof, the COC Severance Agreement and the Severance Agreement shall be of no further force or effect.

 

This Agreement sets forth the severance benefits that shall be provided to you in the event of certain terminations of your employment with the Company (or its successor in a Change of Control (as hereinafter defined)), on the terms and conditions set forth herein.

…