Browse EX-10 agreements

LOCK-UP AGREEMENT

 

THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of June 3, 2026 between (i) Cycurion, Inc., a Delaware corporation (the “Company”), and (ii) the undersigned equityholders (each, a “Holder”) of Secuvant, LLC, a Utah limited liability company. The Company and the Holder are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (as defined below).

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ADVISORY SERVICES AGREEMENT

 

THIS ADVISORY AGREEMENT (this “Agreement”) is made and entered into as of the Closing Date (the “Effective Date”), by and between Ryan Layton, an individual (“Advisor”), and Cycurion, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein have the meanings given in the Merger Agreement (as defined below).

 

WHEREAS, pursuant to that certain Merger Agreement, dated as of May 21, 2026, by and among the Company, Cycurion Merger Sub, LLC, and Secuvant, LLC (“Secuvant”) (the “Merger Agreement”), Cycurion Merger Sub, LLC merged with and into Secuvant, with Secuvant surviving as a wholly owned subsidiary of the Company (the “Merger”), with such Merger becoming effective on the Closing Date (as defined in the Merger Agreement);

 

WHEREAS, Advisor previously served as the Chief Executive Officer of Secuvant and possesses substantial knowledge and relationships relating to Secuvant’s business, including the Panoptic product line; and

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June 3, 2026

 

Danny White

 

Dear Danny:

 

We are pleased to extend this offer of employment to you for the position of Chief Product Officer at Cycurion, Inc. This offer is subject to the successful completion of customary onboarding requirements, including a successful background check, drug screening, and successful completion of your I-9 employment verification.

 

Your at-will employment with Cycurion, Inc. will commence on June 4, 2026. Reporting to the CEO, you will be responsible as Chief Product Officer. KPIs and performance expectations, are included in Exhibit A of this document.

 

Base Salary

 

Your initial base salary will be $185,000 per year, payable in accordance with the Company’s standard payroll practices and subject to applicable tax withholdings.

 

Bonuses

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REGISTRATION RIGHTS AGREEMENT

 

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 3, 2026, among Cycurion, Inc., a Delaware corporation (the “Company”), Secuvant, LLC, a Utah limited liability company (“Secuvant”) and the former members of Secuvant listed on the signature page hereof (the “Shareholders”).

 

This Agreement is made pursuant to the Merger Agreement, dated as of May 21, 2026, between the Company, Secuvant and Cycurion Merger Sub, LLC (the “Merger Agreement”).

 

The Company, Secuvant and the Shareholders hereby agree as follows:

 

1. Definitions. Capitalized terms used and not otherwise defined herein that are defined in the Merger Agreement shall have the meanings given such terms in the Merger 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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**BLUEJAY DIAGNOSTICS, INC.

2021 STOCK PLAN, AS AMENDED BY AMENDMENT NO.1 THERETO**

Section 1. Establishment and Purpose.

1.1 The Board of Directors (the “Board”) of Bluejay Diagnostics, Inc. (the “Company”) established the Bluejay Diagnostics, Inc. 2021 Stock Plan (the “Plan”), effective as of July 6, 2021. Amendment No. 1 thereto was approved by the Board on April 28, 2026, and approved by the Company’s stockholders on June 9, 2026.

 

1.2 The purpose of the Plan is to attract and retain outstanding individuals as Key Employees, Directors and Consultants of the Company and its Subsidiaries, to recognize the contributions made to the Company and its Subsidiaries by Key Employees, Directors and Consultants, and to provide such Key Employees, Directors and Consultants with additional incentive to expand and improve the profits and achieve the objectives of the Company and its Subsidiaries, by providing such Key Employees, Directors and Consultants with the opportunity to acquire or increase their proprietary interest in the Company through receipt of Awards.

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Axsome Therapeutics, Inc.

Executive Severance and Change in Control Plan

ARTICLE I

Statement of Purpose and Effective Date

1.01

 Purpose. Axsome Therapeutics, Inc., a Delaware corporation (the “Company” or “Axsome”), hereby establishes the Axsome Therapeutics, Inc. Executive Severance and Change in Control Plan (the “Plan”). The Plan is intended to encourage and motivate key employees to devote their full attention to the performance of their assigned duties without the distraction or concerns regarding their involuntary termination of employment. The Company believes that it is in the best interests of the shareholders of the Company to provide financial assistance through severance payments and other benefits to eligible key employees who are involuntarily terminated. With respect to each Participant, the Plan supersedes all prior plans, agreements (including employment agreements in effect on or prior to the Effective Date), or other arrangements, in each case, with respect to matters related to severance benefits or enhanced severance payments whether or not before, on or af

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PTC CONSULTING SERVICES AGREEMENT

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This Consulting Services Agreement, effective as June 8, 2026 (the “Effective Date”) between PTC Therapeutics, Inc., a Delaware corporation (“PTC” or the “Company”) and Alethia Young (the “Consultant”).

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WHEREAS, the Consultant has served as a member of the Board of Directors of PTC (the “Board”), and in such capacity has participated in the oversight of PTC and its activities, until her resignation from the Board effective as of the Effective Date;

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WHEREAS, the purpose of this Agreement is to confirm the parties’ understanding with respect to (i) Consultant’s rendering consulting services to PTC in exchange for the consideration as further described in this Agreement, and (ii) various related matters, including without limitation Consultant’s obligations to protect information and property which is confidential and proprietary to PTC and its affiliated entities.

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NOW THEREFORE, PTC and Consultant agree as follows:

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SERVICES AND NATURE OF ENGAGMENT

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SECOND AMENDED AND RESTATED TALOS ENERGY INC.

2021 LONG TERM INCENTIVE PLAN

1. Purpose. The purpose of the Second Amended and Restated Talos Energy Inc. 2021 Long Term Incentive Plan (as amended from time to time, the “Plan”) is to provide a means through which (a) Talos Energy Inc., a Delaware corporation (together with any successor thereto, the “Company”), and the Affiliates may attract, retain and motivate qualified persons as employees, directors and consultants, thereby enhancing the profitable growth of the Company and the Affiliates and (b) persons upon whom the responsibilities of the successful administration and management of the Company and the Affiliates rest, and whose present and potential contributions to the Company and the Affiliates are of importance, can acquire and maintain stock ownership or awards the value of which is tied to the performance of the Company, thereby strengthening their concern for the Company and the Affiliates. Accordingly, the Plan provides for the grant of Options, SARs, Restricted Stock, Restricted Stock Units, Stock Awards, Dividend Equ

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Merrill Document Readback

Exhibit 10.1

ulta beauty, Inc.

2026 INCENTIVE AWARD PLAN

ARTICLE I.

Purpose

The Plan’s purpose is to enhance the Company’s ability to attract, retain, and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities and/or equity-linked compensatory opportunities. Capitalized terms used in the Plan are defined in Article XI.

ARTICLE II.

Eligibility

Service Providers are eligible to be granted Awards under the Plan, subject to the limitations described herein.

ARTICLE III.

Administration and Delegation

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EXECUTION VERSION

NON-REDEMPTION AGREEMENT

 

This NON-REDEMPTION AGREEMENT (this “Agreement”) is entered into as of June 5, 2026 by and among (i) Live Oak Acquisition Corp. V, a Cayman Islands exempted company (together with its successors, including after giving effect to the Domestication (as defined below), “SPAC”), (ii) Live Oak Sponsor V LLC, a Delaware limited liability company (the “Sponsor”), and (iii) the undersigned shareholder of SPAC set forth on the signature page hereto (“Shareholder”). SPAC, the Sponsor and Shareholder are sometimes referred to herein as a “Party” and collectively as the “Parties”.

W I T N E S S E T H:

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Cryoport, Inc. 2018 Omnibus Equity Incentive Plan

 

(as amended by the First Amendment (effective February 25, 2021), the Second Amendment (effective April 30, 2021), the Third Amendment (effective May 17, 2024), and the Fourth Amendment (effective June 5, 2026))

 

ARTICLE 1 ESTABLISHMENT, PURPOSE, EFFECTIVE DATE, EXPIRATION DATE

 

1.1          Establishment; Impact on Prior Plans. Cryoport, Inc. (the “Company”) hereby establishes the “Cryoport, Inc. 2018 Omnibus Equity Incentive Plan” (the “Plan”). The Plan will supersede and replace the Cryoport, Inc. 2015 Omnibus Equity Incentive Plan (the “2015 Plan”) and all other Prior Plans (as defined below). The 2015 Plan and all other Prior Plans will remain in effect until all awards granted under the 2015 Plan and such Prior Plans have been exercised, forfeited, cancelled, or have otherwise expired or terminated in accordance with the terms of such awards. No awards will be made pursuant the 2015 Plan or any other Prior Plan on or after the Effective Date (as defined below).

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FUSEMACHINES INC.

2025 OMNIBUS EQUITY INCENTIVE PLAN

(As amended, April 24, 2026)

 

 

 

 

TABLE OF CONTENTS

 

 

 

 

PAGE

Article 1.

Effective Date, Objectives and Duration

 

1

1.1

Effective Date of the Plan

 

1

1.2

Objectives of the Plan

 

1

1.3

Duration of the Plan

 

1

 

 

 

 

Article 2.

Definitions

 

1

2.1

“Affiliate”

 

1

2.2

“Award”

 

1

2.3

“Award Agreement”

 

2

2.4

“Board”

 

2

2.5

“Bonus Shares”

 

2

2.6

“Cause”

 

2

2.7

“CEO”

 

2

2.8

“Change in Control”

 

2

2.9

“Code”

 

3

2.10

“Committee” or “Incentive Plan Committee”

 

3

2.11

“Compensation Committee”

 

3

2.12

“Common Stock”

 

3

2.13

“Corporate Transaction”

 

3

2.14

“Deferred Stock”

 

3

2.15

“Disability” or “Disabled”

 

3

2.16

“Dividend Equivalent”

 

3

2.17

“Effective Date”

 

3

2.18

“Eligible Person”

 

4

2.19

“Exchange Act”

 

4

2.20

“Exercise Price”

 

4

2.21

“Fair Market Value”

 

4

2.22

“Grant Date”

 

4

2.23

“Grantee”

 

4

2.24

“Incentive Stock Option”

 

4

2.25

“Including” or “includes”

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