Browse EX-10 agreements

INDEMNITY AGREEMENT

 

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of June 2, 2026 by and between Aeon Acquisition I Corp., a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).

 

RECITALS

 

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, persons who serve the Company and its direct and indirect subsidiaries (collectively, the “Company Group”) to the fullest extent permitted by applicable law and the Charter (as defined below);

 

WHEREAS, this Agreement is a supplement to and in furtherance of the Amended and Restated Memorandum and Articles of Association (the “Charter”) of the Company and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder;

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REGISTRATION RIGHTS AGREEMENT

 

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 2, 2026, is made and entered into by and among Aeon Acquisition I Corp., a Cayman Islands exempted company (the “Company”), Aeon Acquisition Partners I LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor 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

 

WHEREAS, the Holders own 6,160,715 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), up to 803,572 of which are subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option is exercised;

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PRIVATE PLACEMENT UNITS AND RESTRICTED SHARE PURCHASE AGREEMENT

 

This Private Placement Units and Restricted Share Purchase Agreement, dated as of June 2, 2026 (this “Agreement”), is entered into by and between Aeon Acquisition I Corp., a Cayman Islands exempted company (the “Company”), and Aeon Acquisition Partners I LLC, a Delaware limited liability company (the “Purchaser”).

 

WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting of one Class A ordinary share, par value $0.0001 per share (a “Class A Ordinary Share” or “Share”), one redeemable warrant (“Warrant”), each whole warrant exercisable for one Share at an exercise price of $11.50 per Share, and one right (“Right”) to receive one-fourth (1/4) of a Share (the “Right Shares”) upon the consummation of an initial business combination, as set forth in the Company’s registration statement on Form S-1 related to the Public Offering (the “Registration Statement”);

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MANAGEMENT SERVICES AGREEMENT

 

This MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is made and entered into as of the 2nd day of June 2026 (the “Effective Date”), by and between MONARCH REMEDIATION AND PROCESSING I, LLC, a Texas limited liability company (the “Company”) and MONARCH R&P MANAGEMENT, LLC, a Texas limited liability company (“Manager”).

 

RECITALS

 

WHEREAS, the Company is in the business of oil remediation and processing; and

 

WHEREAS the Company has entered into that certain Site Operations Agreement (the “Operations Agreement”) with CA-2 Materials, Inc. (“CA-2 Materials”) whereby the Company has agreed to commission, startup, operate and maintain an oil remediation and processing center with wash plants located on real property leased by CA-2 Materials from W & P Development Corporation located in the San Jacinto River & Rail Park, 18511 Beaumont Highway, Houston, Harris County, Texas (the “Business”); and

 

Whereas, Dustin Rutherford (“Rutherford”) and J. Tyler Willis (“Willis”) are the sole members of Manager; and

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SITE OPERATIONS AGREEMENT

 

THIS SITE OPERATIONS AGREEMENT (this “Agreement”) is made and entered into effective as of June 2, 2026 (the “Effective Date”) by and between MONARCH REMEDIATION & PROCESSING I, LLC, a Texas Limited liability company (“Operator”) and CA-2 MATERIALS, INC., a Texas corporation (the “Owner”).

 

RECITALS.

 

A. Owner is the tenant under that certain Land Lease Agreement (the “Lease”) dated as of January 1, 2026, with W&P Development Corporation, as landlord (“Landlord”), relating to the rental of that certain 3.443 acres of land, more or less, in the John Dunman Survey, Abstract 231, Harris County, Texas (the “Premises”), as more fully described in the Lease, a copy of which is attached as Exhibit A. Located on the Premises is a processing center with associated washout (the “Processing Center”) used for the remediation and processing of oil and related hydrocarbons (the “Business”).

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GUARANTY AGREEMENT

 

FOR VALUE RECEIVED, and in consideration of credit and/or other financial accommodations extended, to be extended, or continued to or for the account of VIVAVENTURES REMEDIATION CORPORATION, a Texas corporation (hereinafter called “Indemnitor”), and for other good and valuable considerations, VIVAKOR, INC., a Nevada corporation **(**hereinafter called “Guarantor”), absolutely and unconditionally guarantees the prompt and punctual payment and performance when due of all obligations of Indemnitor to CA-2 MATERIALS, INC., a Texas corporation and MONARCH R&P MANAGEMENT, LLC, a Texas limited liability company (hereinafter called “Indemnitees”), arising out of that certain Indemnity Agreement of even date herewith, executed by Indemnitor for the benefit of Indemnitees, together with all interest and costs of collection owing and which may become owing thereon or in connection therewith (hereinafter called the “Guaranteed Obligations”).

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COMPANY AGREEMENT

FOR

MONARCH REMEDIATION & PROCESSING I, LLC

 

 

 

THE MEMBERSHIP INTERESTS THAT ARE THE SUBJECT OF THIS COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THE MEMBERSHIP INTERESTS MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, TRANSFERRED, OR OTHERWISE DISPOSED OF UNTIL THE HOLDER THEREOF PROVIDES EVIDENCE SATISFACTORY TO THE MANAGERS (WHICH, THE DISCRETION OF THE MANAGERS, MAY INCLUDE AN OPINION OF COUNSEL SATISFACTORY TO THE MANAGERS) THAT SUCH OFFER, SALE, PLEDGE, TRANSFER, OR OTHER DISPOSITION WILL NOT VIOLATE APPLICABLE FEDERAL OR STATE SECURITIES LAWS.

 

THE MEMBERSHIP INTERESTS THAT ARE THE SUBJECT OF THIS COMPANY AGREEMENT ARE SUBJECT TO RESTRICTIONS ON THE TRANSFER, SALE, PLEDGE, OR OTHER DISPOSITION AS SET FORTH IN THIS COMPANY AGREEMENT.

 

 

 

 

 

 

 

 

COMPANY AGREEMENT FOR MONARCH REMEDIATION & PROCESSING I, LLC

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INDEMNITY

 

This Indemnity (this “Indemnity”) dated June 2, 2026 is made by VIVAVENTURES REMEDIATION CORPORATION, a Texas corporation (“Indemnitor”) for the benefit of CA-2 MATERIALS, INC., a Texas corporation (“CA-2 Materials”) and MONARCH R&P MANAGEMENT, LLC, a Texas limited liability company (“Monarch”) and the other Indemnified Parties (as defined below). CA-2 Materials and Monarch are sometimes referred to herein as “Indemnitees”. Indemnitor and Indemnitees are sometimes collectively referred to herein as the “Parties” or individually as a “Party”.

 

Recitals:

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SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement (this “Agreement”) is dated as of June 2, 2026, between Bluejay Diagnostics, Inc., a Delaware 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 Section 4(a)(2) of the Securities Act (as defined below), and/or Rule 506 of Regulation D promulgated thereunder, 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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EXHIBIT B

 

REGISTRATION RIGHTS AGREEMENT

 

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 2, 2026, by and between Bluejay Diagnostics, Inc., a Delaware 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, between 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(d).

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AMENDMENT NO. 1 TO THE LOAN AGREEMENT

 

THIS AMENDMENT NO. 1 TO THE LOAN AGREEMENT, dated as of June__, 2026 (this “Amendment Agreement”), amends the loan agreement, dated as of March 15, 2026 (the “Loan Agreement”), by and between BSTR Newco, LLC, a Delaware limited liability company (“Payor”) and BSTR Holdings (Cayman), a Cayman Islands limited liability company (“Payee”). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Loan Agreement.

 

RECITALS

WHEREAS, the Payor and the Payee entered into the Loan Agreement, pursuant to which the Payor promised to pay to the Payee a Principal Sum of $2,500,000, together with interest and other fees, expenses and charges as provided therein; and

WHEREAS, the Payor and the Payee desire to amend the Loan Agreement to increase the Principal Sum by an additional $1,100,000, from $2,500,000 to $3,600,000.

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

 

PROMISSORY NOTE

 

 

Dated as of June 6, 2026

 

 

Principal Amount: Up to $750,000.00

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