Browse EX-10 agreements

Document

Exhibit 10.1

SMART SAND, INC. 2026 EQUITY INCENTIVE PLAN

(As proposed to be effective on June 2, 2026)

1.Purpose of Plan.

The purpose of the Smart Sand, Inc. 2026 Equity Incentive Plan (as may be amended from time to time, the “Plan”) is to advance the interests of Smart Sand, Inc., a Delaware corporation, and any successor thereto as provided in Section 22.5 of this Plan (the “Company”), and its stockholders by enabling the Company and its Subsidiaries to attract and retain qualified individuals to perform services for the Company and its Subsidiaries, providing incentive compensation for such individuals that is linked to the growth and profitability of the Company and increases in stockholder value and aligning the interests of such individuals with the interests of stockholders through opportunities for equity participation in the Company. This Plan will become effective upon its approval by the Company’s stockholders and will replace the Smart Sand, Inc. Amended and Restated 2016 Omnibus Incentive Plan (as amended, the “Prior Plan”); provided, however, that awards

…

Document

Exhibit 10.4

RESTRICTED STOCK AWARD AND RESTRICTIVE COVENANT AGREEMENT (PERFORMANCE ADJUSTED AND TIME VESTING)

THIS AGREEMENT is entered into and effective as of ___________, 20__ (the “Grant Date”), by and between Smart Sand, Inc. (the “Company”) and __________(the “Grantee”).

A.The Company has adopted the Smart Sand, Inc. 2026 Equity Incentive Plan (the “Plan”) authorizing the grant of Restricted Stock Awards to Employees, Non-Employee Directors, and Consultants of the Company and its Subsidiaries (as such terms are defined in the Plan).

B.The Company desires to give the Grantee a proprietary interest in the Company and an added incentive to advance the interests of the Company by granting to the Grantee a Restricted Stock Award pursuant to the Plan.

Accordingly, the parties agree as follows:

1.Grant of Award and Performance Adjustment.

…

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of __________________, by and between MITESCO, INC., a Nevada corporation, with headquarters located at 505 Beachland Blvd., Suite 1377, Vero Beach, FL 32963 (the “Company”), and _____________________________, ___________ limited liability company, with its address at ____________________________ (the “Buyer”).

 

WHEREAS:

 

A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”) and Rule 506(b) promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act;

…

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH MAY BE THE LEGAL COUNSEL OPINION (AS DEFINED IN THE PURCHASE AGREEMENT)), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A OR REGULATION S UNDER SAID ACT OR OTHER APPLICABLE EXEMPTION. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

Principal Amount: $_________

Issue Date: _______, 2026

Actual Amount of Purchase Price: $_________

 

PROMISSORY NOTE

…

THIS AGREEMENT is made on 8th day of June 2026.

 

BETWEEN:

 

(1)

Padachi M Venture Ltd , a company incorporated in British Virgin Islands (Company no.: 2141146), with its registered address at Conyers Trust Company (BVI) Limited, Commerce House, Wickhams Cay 1, Road Town, Tortola, VG1110, British Virgin Islands (the “Purchaser”);

 

(2)

Miao Duncan, (HKID no: K611218(8)), and having his residential address at 7A & B, Celestial Garden, 5 Repulse Bay Road, Hong Kong; and

 

(3)

Miao Tai Wai, David, (HKID no: E167043(7)), and having his residential address at Flat A, 27/F, Broadwood Park, 38 Broadwood Road, Happy Valley, Hong Kong (together with Mr. Miao Duncan, the “Vendors”),

 

(each a “Party” and collectively, the “Parties”).

 

WHEREAS:

 

(A)

…

FIRST AMENDMENT TO THE METAVIA INC. AMENDED AND RESTATED 2022 EQUITY INCENTIVE PLAN

RECITALS

A.

The MetaVia Inc. Amended and Restated 2022 Equity Incentive Plan (the “Plan”), initially adopted by our Board on November 8, 2022, approved by our stockholders on December 22, 2022, and further amended by the Board on November 29, 2024, is hereby amended by this First Amendment to the Plan (this “First Amendment”) as set forth below. This First Amendment shall be effective from and after the date that this First Amendment is approved by the stockholders of the Company in accordance with the terms of the Plan. Following such effective date, any reference to the “Plan” shall mean the Plan, as amended by this First Amendment. All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Plan.

 

AMENDMENT

Section 2(a) of the Plan is hereby deleted in its entirety and replaced with the following:

…

PRIVATE PLACEMENT WARRANTS AGREEMENT

 

THIS PRIVATE PLACEMENT WARRANTS AGREEMENT dated as of June 2, 2026 (as it may from time to time be amended) (this “Agreement”) is entered into between Keystone Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Keystone International Acquisition Management LLC, a Delaware limited liability company (the “Purchaser”).

 

WHEREAS, the Company intends to consummate an initial public offering (the “Public Offering”) of the Company’s units, each unit consisting of one Class A ordinary share, par value $0.0001 per share) of the Company (each, an “Ordinary Share”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share, as set forth in the Company’s Registration Statement on Form S-1 (File No. 333-295539) (the “Registration Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933 as amended (the “Securities Act”).

…

REGISTRATION RIGHTS AGREEMENT

 

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 2, 2026, is made and entered into by and among Keystone Acquisition Corp., a Cayman Islands exempted company (the “Company”), Keystone International Acquisition Management LLC, a Delaware limited liability company (the “Sponsor”), Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (“CCM”) and Clear Street LLC (“Clear Street” and together with CCM, the “Representatives”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and the Representatives 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

…

PRIVATE PLACEMENT WARRANTS AGREEMENT

 

THIS PRIVATE PLACEMENT WARRANTS AGREEMENT, dated as of June 2, 2026, (as it may from time to time be amended) (this “Agreement”), is entered into between Keystone Acquisition Corp., a Cayman Islands exempted company (the “Company”) and the several purchasers listed in Schedule A attached hereto (each a “Purchaser” and together, the “Purchasers”).

 

WHEREAS, the Company intends to consummate an initial public offering (the “Public Offering”) of the Company’s units, each unit consisting of one Class A ordinary share, par value $0.0001 per share, of the Company (each, an “Ordinary Share”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share, as set forth in the Company’s Registration Statement on Form S-1 (File No. 333-295539) (the “Registration Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “**_S

…

KEYSTONE ACQUISITION CORP. 142 West 57th Street 11th Floor New York, New York 10019

 

June 2, 2026

 

Keystone International Acquisition Management LLC 142 West 57th Street, 11th Floor New York, New York, 10019

Re:

Administrative Services and Indemnification Agreement

 

Ladies and Gentlemen,

 

This administrative services and indemnification agreement (this “Agreement”) by and between Keystone Acquisition Corp. (the “Company”) and Keystone International Acquisition Management LLC (the “Sponsor”), 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 Global Market (the “Listing Date”) pursuant to a Registration Statement on Form S-1, and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination (“Business Combination”) or the Company’s liquidation (in each case, as described in the Registration Statemen

…

June 2, 2026

 

Keystone Acquisition Corp.

142 West 57th Street, 11th Floor

New York, New York 10019

 

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 Keystone Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, as representative (the “Representative”) of the several underwriters (each, including the Representative, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant.

…

INVESTMENT MANAGEMENT TRUST AGREEMENT

 

This Investment Management Trust Agreement (this “Agreement”) is made effective as of June 2, 2026 by and between Keystone Acquisition Corp., 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. 333-295539 (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering (the “Offering”) of the Company’s units (the “Units”), each of which consists of one Class A ordinary share, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share, has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission; and

…