Browse EX-10 agreements

Mobile Application and Website Purchase Agreement

This Mobile Application and Website Purchase Agreement ("Agreement") is made and entered into as of August 1st , 2025, by and between:

Sensei Harbor Corp., a corporation organized and existing under the laws of Wyoming, with its principal place of business located at 22 Giorgi Maruashvili street,Tbilisi,0101Georgia, ("Buyer"), and

OMNICODE DIGITAL LIMITED , a company organized and existing under the laws of United Kingdom, with its principal place of business located at Piccadilly Business Centre,Unit C Aldow Enterprise Park Blackett Street Manchester ,M12 6AE , UK ("Seller").

WHEREAS, the Seller is the owner of the software “Viducate”. ("Assets");

WHEREAS, the Buyer desires to purchase the Assets from the Seller, and the Seller desires to sell the Assets to the Buyer on the terms and conditions set forth in this Agreement. The software will be located at Buyer domain located at https://viducateplatform.com/.

…

Pursuant to Item 601(b)(10)(iv) of Regulation S-K, certain identified information marked with [*****] has been excluded from the exhibit because it is both (i) not material and (ii) the type that the registrant treats as private or confidential.

Deed Of Debt Forgiveness

This Debt Forgiveness Agreement (“Agreement”), entered into effective September 30th, 2024, by and between:

Ealixir Hispania S.L., a company incorporated under Spanish law, tax identification number [*****], with headquarters in Spain, 08007 Barcelona, Rambla Catalunya 62, hereinafter referred to as “the Client” and

Enea Angelo Trevisan. resident in [*****], “the Supplier”;

	1-	Background

A - The Client owes a Debt to the Supplier.in the amount of Euro 100.595,00 at the date of this Agreement, formed by invoices for Euro 95.700,00 and loans for Euro 4.900,00.

…

Pursuant to Item 601(b)(10)(iv) of Regulation S-K, certain identified information marked with [*****] has been excluded from the exhibit because it is both (i) not material and (ii) the type that the registrant treats as private or confidential.

Deed Of Debt Forgiveness

This Debt Forgiveness Agreement (“Agreement”), entered into effective September 30th, 2024, by and between:

Ealixir Inc., a company incorporated under the laws of Nevada, United States of America, with registered office: 401 Ryland St., Suite 200-A, Reno, NV 89502, USA, headquarter: 40 SW 13th Street, PH 1, Miami FL 33130, USA, hereinafter referred to as “the Borrower” and

Enea Angelo Trevisan, resident in [*****], “the Lender”;

	1-	Background

A - The Borrower owes a Debt to the Lender,in the amount of $512,364.00 at the date of this Agreement, formed by invoices for $117.565,00, invoices to be issued for$ 1,600.00, Director’s fees for $290,000.00 and loans for $103,199,00.

…

Pursuant to Item 601(b)(10)(iv) of Regulation S-K, certain identified information marked with [*****] has been excluded from the exhibit because it is both (i) not material and (ii) the type that the registrant treats as private or confidential.

Deed Of Debt Forgiveness

This Debt Forgiveness Agreement (“Agreement”), entered into effective September 30th, 2024, by and between:

Ealixir Hispania S.L., a company incorporated under Spanish law, tax identification number [*****], with headquarters in Spain, 08007 Barcelona, Rambla Catalunya 62, hereinafter referred to as “the Client” and

Longobarda lberica SL, company incorporated under Spain law, [*****], with headquarters in Spain, [*****], “the Supplier”;

	1-	Background

A - The Client owes a Debt to the Supplier,in the amount of Euro 103.721,00 at the date of this Agreement, formed by unpaid invoices for Euro 72.283,00 and invoices still to be issued for Euro 31.438,00.

…

Pursuant to Item 601(b)(10)(iv) of Regulation S-K, certain identified information marked with [*****] has been excluded from the exhibit because it is both (i) not material and (ii) the type that the registrant treats as private or confidential.

Deed Of Debt Forgiveness

This Debt Forgiveness Agreement (“Agreement”), entered into effective September 30th, 2024, by and between:

Ealixir Inc., a company incorporated under the laws of Nevada, United States of America, with registered office: 401 Ryland St., Suite 200-A, Reno, NV 89502, USA, headquarter: 40 SW 13th Street, PH 1, Miami FL 33130, USA, hereinafter referred to as “the Borrower” and

Longobarda lberica SL, company incorporated under Spain law, [*****], with headquarters in Spain, [*****], “the Supplier”;

	1-	Background

A - The Client owes a Debt to the Supplier,in the amount of$ 92,087.60 at the date of this Agreement, formed by unpaid invoices for$ 68,087.60 and invoices still to be issued for$ 24,000.00.

…

Pursuant to Item 601(b)(10)(iv) of Regulation S-K, certain identified information marked with [*****] has been excluded from the exhibit because it is both (i) not material and (ii) the type that the registrant treats as private or confidential.

LOAN AGREEMENT

Between:

DANILA PISATI residing in [*****], hereinafter referred to as the “Lender”;

and

EALIXIR INC, with registered office at 1395 Brickell Ave, Suite 800, Miami – FL 33131, duly incorporated under the laws of the State of Nevada, and TAX EIN- [*****], hereinafter referred to as the “Borrower”.

Whereas:

	●	The Lender agrees to grant a loan to the Borrower;

	●	The Borrower accepts the loan under the terms and conditions set forth herein;

Now, therefore, it is agreed as follows:

Article 1 – Subject of the Agreement

The Lender grants the Borrower a loan in the amount of USD 113,500.00 (United States Dollars twenty thousand), paid in 4 instalments from March 30 to April 8, 2026.

Article 2 – Duration

…

Pursuant to Item 601(b)(10)(iv) of Regulation S-K, certain identified information marked with [*****] has been excluded from the exhibit because it is both (i) not material and (ii) the type that the registrant treats as private or confidential.

LOAN AGREEMENT

Between:

DANILA PISATI residing in [*****], hereinafter referred to as the “Lender”;

and

EALIXIR INC, with registered office at 1395 Brickell Ave, Suite 800, Miami – FL 33131, duly incorporated under the laws of the State of Nevada, and TAX EIN- [*****], hereinafter referred to as the “Borrower”.

Whereas:

	●	The Lender agrees to grant a loan to the Borrower;

	●	The Borrower accepts the loan under the terms and conditions set forth herein;

Now, therefore, it is agreed as follows:

Article 1 – Subject of the Agreement

The Lender grants the Borrower a loan in the amount of USD 116,300.00 (United States Dollars twenty thousand), paid in 4 instalments from March 12 to March 24, 2026.

…

Pursuant to Item 601(b)(10)(iv) of Regulation S-K, certain identified information marked with [*****] has been excluded from the exhibit because it is both (i) not material and (ii) the type that the registrant treats as private or confidential.

LOAN AGREEMENT

Between:

DANILA PISATI residing in [*****], hereinafter referred to as the “Lender”;

and

EALIXIR INC, with registered office at 1395 Brickell Ave, Suite 800, Miami – FL 33131, duly incorporated under the laws of the State of Nevada, and TAX EIN- [*****], hereinafter referred to as the “Borrower”.

Whereas:

	●	The Lender agrees to grant a loan to the Borrower;

	●	The Borrower accepts the loan under the terms and conditions set forth herein;

Now, therefore, it is agreed as follows:

Article 1 – Subject of the Agreement

The Lender grants the Borrower a loan in the amount of USD 59,000.00 (United States Dollars fifty-nine thousand).

Article 2 – Duration

The loan has a duration until November 3, 2026.

…

Pursuant to Item 601(b)(10)(iv) of Regulation S-K, certain identified information marked with [*****] has been excluded from the exhibit because it is both (i) not material and (ii) the type that the registrant treats as private or confidential.

LOAN AGREEMENT

Between:

DANILA PISATI residing in [*****], hereinafter referred to as the “Lender”;

and

EALIXIR INC, with registered office at 1395 Brickell Ave, Suite 800, Miami – FL 33131, duly incorporated under the laws of the State of Nevada, and TAX EIN- [*****], hereinafter referred to as the “Borrower”.

Whereas:

	●	The Lender agrees to grant a loan to the Borrower;

	●	The Borrower accepts the loan under the terms and conditions set forth herein;

Now, therefore, it is agreed as follows:

Article 1 – Subject of the Agreement

The Lender grants the Borrower a loan in the amount of USD 81,000.00 (United States Dollars eighty-one thousand).

Article 2 – Duration

The loan has a duration until October 27, 2026.

…

Pursuant to Item 601(b)(10)(iv) of Regulation S-K, certain identified information marked with [*****] has been excluded from the exhibit because it is both (i) not material and (ii) the type that the registrant treats as private or confidential.

LOAN AGREEMENT

Between:

DANILA PISATI residing in [*****], hereinafter referred to as the “Lender”;

and

EALIXIR INC, with registered office at 1395 Brickell Ave, Suite 800, Miami – FL 33131, duly incorporated under the laws of the State of Nevada, and TAX EIN- [*****], hereinafter referred to as the “Borrower”.

Whereas:

	●	The Lender agrees to grant a loan to the Borrower;

	●	The Borrower accepts the loan under the terms and conditions set forth herein;

Now, therefore, it is agreed as follows:

Article 1 – Subject of the Agreement

The Lender grants the Borrower a loan in the amount of USD 14,000.00 (United States Dollars fourteen thousand).

Article 2 – Duration

The loan has a duration until September 11, 2026.

…

Pursuant to Item 601(b)(10)(iv) of Regulation S-K, certain identified information marked with [*****] has been excluded from the exhibit because it is both (i) not material and (ii) the type that the registrant treats as private or confidential.

LOAN AGREEMENT

Between:

DANILA PISATI residing in [*****], hereinafter referred to as the “Lender”;

and

EALIXIR INC, with registered office at 1395 Brickell Ave, Suite 800, Miami – FL 33131, duly incorporated under the laws of the State of Nevada, and TAX EIN- [*****], hereinafter referred to as the “Borrower”.

Whereas:

	●	The Lender agrees to grant a loan to the Borrower;

	●	The Borrower accepts the loan under the terms and conditions set forth herein;

Now, therefore, it is agreed as follows:

Article 1 – Subject of the Agreement

The Lender grants the Borrower a loan in the amount of USD 48,000.00 (United States Dollars fourty-eight thousand).

Article 2 – Duration

…

Pursuant to Item 601(b)(10)(iv) of Regulation S-K, certain identified information marked with [*****] has been excluded from the exhibit because it is both (i) not material and (ii) the type that the registrant treats as private or confidential.

SHARE PURCHASE AGREEMENT BETWEEN THE PARTIES

Background:

This Asset Purchase Agreement (the “Agreement”) is created and effective as of the December 31st, 2023 (the “Completion Date”).

This Agreement is between:

EALIXIR INC. a company incorporated under the law of the State of Nevada, with headquarters in Reno, 401 RYLAND ST STE 200-A, Reno, NV, 89502, US.

(Hereinafter, “Seller”);

Roya Bosch Junia, born in [*****] on [*****] , resident in [*****] , [*****] citizenship, passport N°[*****] ,

(Hereinafter, “Buyer”);

(hereinafter, jointly, the “Parties”)

The Buyer and the Seller agree to the following terms with the intention to be legally bound.

given that

…