Browse EX-10 agreements

SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement (this “Agreement”) is dated as of November 9, 2025, among Creatd, Inc., a Nevada 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 an exemption from the registration requirements of Section 5 of the Securities Act contained in Section 4(a)(2) thereof and/or Regulation D promulgated thereunder as to the Notes, Conversion Shares, Warrants and Warrant Shares (each as defined below), 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 the other Transaction Documents, the Company and each Purchaser agree as follows:

 

ARTICLE I. DEFINITIONS

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REGISTRATION RIGHTS AGREEMENT

 

This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 9, 2025, between Creatd, Inc., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Buyer” and, collectively, the “Buyers”).

 

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of November 9, 2025, among the Company and each Buyer (the “Purchase Agreement”).

 

The Company and each Buyer hereby agrees as follows:

 

Definitions.

 

Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

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AETHLON MEDICAL, INC.

 

and

 

COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY, N.A.

as

Warrant Agent

 

 

 

Warrant Agency Agreement

 

Dated as of June [_], 2026

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

 

 

 

WARRANT AGENCY AGREEMENT

 

WARRANT AGENCY AGREEMENT, dated as of June [_], 2026 (“Agreement”), by and between Aethlon Medical, Inc., a Nevada corporation (the “Company”), and Computershare Inc., a Delaware corporation (“Computershare Inc.”) and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company (“Computershare Trust”), (collectively, the “Warrant Agent”).

 

W I T N E S S E T H

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SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement (this “Agreement”) is dated as of June [-], 2026 between Aethlon Medical, Inc., a Nevada 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 an effective registration statement under the Securities Act (as defined below) as to the Shares, the Pre-Funded Warrants and the Common Warrants, 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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Lock-Up Agreement

 

Maxim Group LLC

300 Park Avenue, 16th Floor

New York, New York 10022

__________, 2026

 

Ladies and Gentlemen:

 

The undersigned understands that you, as the placement agent (the “Placement Agent”), propose to enter into a Placement Agent Agreement (the “PAA”) with Aethlon Medical, Inc., a Nevada corporation (the “Company”), relating to a proposed offering of securities of the Company (the “Offering”) including shares of the Common Stock, par value $0.001 per share (the “Common Stock”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the PAA.

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AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT

This Amendment No. 1 to Registration Rights Agreement (this “Amendment”) is dated as of June 18, 2026, and is entered into by and between Mobix Labs, Inc., a Delaware corporation (the “Company”), and Kips Bay Select LP, a limited partnership organized under the laws of the State of Delaware (the “Investor”). Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Registration Rights Agreement, dated as of May 19, 2026, between the Company and the Investor (the “Registration Rights Agreement”).

 

WHEREAS, the Company and the Investor are party to the Registration Rights Agreement; and

 

WHEREAS, the Company and the Investor desire to extend the Filing Deadline thereunder, to make a conforming change to the Effectiveness Deadline, and to provide for the related waiver set forth herein.

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Bleichroeder Acquisition Corp. III 1345 Avenue of the Americas, Fl 47 New York, NY 10105

 

May 15, 2026

 

MJP Advisory Group LLC 1345 Avenue of the Americas, Fl 47 New York, NY 10105

 

Re:

Advisory Services Agreement

 

Ladies and Gentlemen:

 

This letter agreement (this “Agreement”) by and between Bleichroeder Acquisition Corp. III (the “Company”) and MJP Advisory Group LLC (“MJP”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Stock Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”), and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), MJP shall provide services to the Company under the terms and conditions set for the below.

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June 16, 2026

 

Bleichroeder Acquisition Corp. III.

1345 Avenue of the Americas, Fl 47

New York, NY 10105

 

RE:

Management Consulting & Corporate Advisory Services

 

Dear Mr. Gundlach:

 

This agreement (the “Agreement”) will confirm our understanding that Bleichroeder Acquisition Corp. III (the “Company”) has engaged Andrew Gundlach (the “Advisor”) to act as a management consulting and corporate advisor to the Company’s Chief Executive Officer and Chairman of the Company’s Board of Directors in connection with the Company’s management, corporate strategies, business strategies, policies and business plan for the proposed initial public offering (“IPO”) and an initial business combination of the Company (the “Transactions”). This engagement shall be exclusive with respect to the Transactions on behalf of the Company.

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BLEICHROEDER ACQUISITION CORP. III

1345 Avenue of the Americas, F1 47 New York, NY 10105

 

June 18, 2026

Bleichroeder Sponsor 3 LLC

1345 Avenue of the Americas, Fl 47 New York, NY 10105

 

RE: Securities Subscription Agreement

 

Ladies and Gentlemen:

 

Bleichroeder Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Bleichroeder Sponsor 3 LLC, a Delaware limited liability company, (the “Subscriber” or “you”) has made to subscribe for an additional 1,916,667 Class B ordinary shares of the Company (the “Shares”), US$0.0001 par value per share (the “Class B Ordinary Shares”), up to 250,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over allotment option (the “Over-allotment Option”). Prior to the date hereof, the Company issued 9,583,333 Class B Ordinary Shares to the Subscriber pursuant to a Securities Subscription Agreement, dated April 7, 2026 (the “**Pr

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BLEICHROEDER ACQUISITION CORP. III

1345 Avenue of the Americas, Fl 47 New York, NY 10105

 

___________, 2026

 

Bleichroeder Acquisition Corp. III

1345 Avenue of the Americas, Fl 47

New York, NY 10105

 

Bleichroeder Sponsor 3 LLC

1345 Avenue of the Americas, Fl 47

New York, NY 10105

 

Bleichroeder LP

1345 Avenue of the Americas, Fl 47

New York, NY 10105

 

Re: Services and Indemnification Agreement

 

Ladies and Gentlemen:

 

This services and indemnification agreement (this “Agreement”) is being entered into by and among Bleichroeder Acquisition Corp. III (the “Company”), Bleichroeder Sponsor 3 LLC (the “Sponsor”) and Bleichroeder LP, an affiliate of the Sponsor and certain directors and executive officers of the Company (“Bleichroeder”), as of the date hereof, to confirm our agreement that:

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INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2026, by and between Bleichroeder Acquisition Corp. III, 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 Bleichroeder Acquisition Corp. III, 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-[●]) (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-fourth of 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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