Browse EX-10 agreements

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;

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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

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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:

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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”).

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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 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

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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

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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

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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.

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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

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Underwriter’s Warrant Agreement

 

THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) PUBLIC VENTURES LLC, OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF PUBLIC VENTURES LLC, OR OF ANY UNDERWRITER OR SELECTED DEALER.

 

THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO DECEMBER 5, 2026. VOID AFTER 5:00 P.M., EASTERN TIME, JUNE 5 , 2031.

 

WARRANT TO PURCHASE COMMON STOCK

 

EXOZYMES, INC.

 

Warrant Shares: 88,840

Initial Exercise Date: December 5, 2026

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592,270 SHARES OF COMMON STOCK (PAR VALUE $0.000001 PER SHARE)

296,135 COMMON STOCK PURCHASEWARRANTS

EXOZYMES, INC.

UNDERWRITING AGREEMENT

June 5, 2026

 

Public Ventures LLC

14135 Midway Road, Suite G-150,

Addison, Texas, 75001

 

Ladies and Gentlemen:

Introductory. eXoZymes, Inc., a Nevada corporation (the “Company”), proposes to issue and sell to Public Ventures LLC doing business as MDB Capital (“MDB Capital”) an aggregate of 592,270 shares (the “Shares”) of its common stock, par value $0.000001 per share (the “Common Stock”). Each two Shares shall be accompanied by one (1) common stock purchase warrant (the “Warrants”), each of which is exercisable to purchase one (1) share of Common Stock (the “Warrant Shares” and together with the Shares, the Warrants, and the Warrant Shares are collectively referred to as the “Securities”). The Securities are being sold to various investors (each, an “Investor” and, collectively, the “Investors”). The Company and MDB Capital, in accordance with the requirements of Rule 5121 (“Ru

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WARRANT AGENT AGREEMENT

 

WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of June 5, 2026 (the “Issuance Date”) between eXoZymes Inc., a company incorporated under the laws of the State of Nevada (the “Company”), and VStock Transfer LLC (the “Warrant Agent”).

 

RECITALS

 

WHEREAS, pursuant to the terms of that certain Underwriting Agreement (“Underwriting Agreement”), dated June 5, 2026, by and among the Company and Public Ventures, LLC (d/b/a MDB Capital), as representative of the underwriters (the “Underwriters”) set forth therein, the Company is engaged in a public offering (the “Offering”) of up to 681,111 shares (the “Shares”) of common stock, par value $0.000001 per share (the “Common Stock”), and up to 340,555 warrants (the “Warrants”) to purchase up to 340,555 shares of Common Stock (the “Warrant Shares”), including Shares and Warrants issuable pursuant to the underwriters’ over-allotment option;

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