Browse EX-10 agreements

EXECUTION VERSION

AMENDMENT NO. 1 TO THE ASSET PURCHASE AGREEMENT

This Amendment No. 1 (this “Amendment”) to the Asset Purchase Agreement, dated as of August 5, 2024 (as amended by that certain Letter Agreement, dated September 30, 2024 and that certain Letter Agreement, dated December 31, 2024, the “Agreement”), by and between SERES THERAPEUTICS, INC., a corporation organized and existing under the laws of Delaware (“Seller”) and SOCIÉTÉ DES PRODUITS NESTLÉ S.A., a société anonyme organized under the laws of Switzerland (“Purchaser” and together with Seller each a “Party” and collectively the “Parties”), is made and entered into as of May 28, 2026 by and among the Parties. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.

RECITALS

WHEREAS, Purchaser and Seller are parties to the Agreement;

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FIRST AMENDMENT TO LEASE

This FIRST AMENDMENT TO LEASE (this “Amendment”) is entered into as of May 1, 2026 (the “Effective Date”), by and between 101 CPD LLC, a Delaware limited liability company (“Landlord”), and SERES THERAPEUTICS, INC., a Delaware corporation (“Tenant”).

R E C I T A L S:

A. Landlord’s predecessor-in-interest, HCP/King 101 CPD LLC, as original landlord, and Tenant entered into that certain Lease dated as of September 22, 2021 (the “Lease”) pursuant to which Landlord currently leases to Tenant, and Tenant currently leases from Landlord, that certain space (collectively, the “Premises”) comprising (i) 8,951 rentable square feet on the first (1st) floor (including the Storage Premises, as defined in the Lease) (the “First Floor Premises”), (ii) 35,575 rentable square feet on the fourth (4th) floor (the “Fourth Floor Premises”), (iii) 35,575 rentable

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Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of June 3, 2026 between Brand Engagement Network Inc., a Delaware corporation (the “Company”) on the one hand, and BEN Capital Fund I, LLC and Joseph Bevash, an individual, (collectively, including successors and assigns, the “Purchaser”) on the other hand, as identified on the signature page hereto.

WHEREAS, subject to the terms and conditions set forth in this Agreement, the Company desires to issue and sell to Purchaser and Purchaser 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 Purchaser agree as follows:

ARTICLE I.

DEFINITIONS

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Exhibit 10.1

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL

REMUNERATED PRIVATE INVESTMENT AGREEMENT

In Madrid, Spain on May 25th, 2026.

PARTIES

On the one hand

Mr. Rafael Jesús Contreras Chamorro with ID NUM. [***], acting in the name and on behalf of the company NOMADAR CORP, with TAX ID EIN: 99-3383359, domiciled for these purposes in United States, in the State of Texas is 5015 Hwy 59 N, Marshall, 75670.

And, on the other hand

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AMENDMENT NO. 1

TO THE

AMENDED AND RESTATED

SEADRILL LIMITED

2022 MANAGEMENT INCENTIVE PLAN

This Amendment No. 1 (this “Amendment”) amends the Amended and Restated Seadrill Limited 2022 Management Incentive Plan (the “Plan”), maintained by Seadrill Limited (registration no. 202100496), an exempted company incorporated and existing under the laws of Bermuda (the “Company”). Capitalized terms used but not defined in this Amendment shall have meanings set forth in the Plan.

WHEREAS, the Company desires to amend the Plan to increase the number of Shares issuable under the Plan by 1,400,000 Shares; and

WHEREAS, the Board approved this Amendment on March 25, 2026.

NOW, THEREFORE, the Plan is hereby amended as follows:

1. Increase in Available Shares. The first sentence of Section 4.a of the Plan is hereby amended and restated in its entirety to read as follows:

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THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "1933 ACT”)

US $123,333.33

MAG MAGNA CORP.

12% CONVERTIBLE REDEEMABLE NOTE

DUE MAY 6, 2027

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SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 29, 2026, by and between Mag Magna Corp., a Wyoming corporation, with headquarters located at 4005 West Reno Avenue, Suite F, Las Vegas, Nevada 89118 (the “Company”) and Silvercrest Hybrid Capital LLC, a Nevada limited liability company, with its address at 1325 Airmotive Way, Suite 202, Reno, NV 89502 (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 the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”);

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SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 1, 2026, by and between MAG MAGNA CORP., a Wyoming corporation, with headquarters located at 4005 West Reno Avenue, Suite F, Las Vegas, NV 89118 (the “Company”), and CFI CAPITAL LLC, a Florida limited liability company, with its address at 2151 West Hillsboro Blvd., Suite 209, Deerfield Beach, FL 33442 (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 the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”);

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SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 6, 2026, by and between Mag Magna Corp., a Wyoming corporation, with headquarters located at 4005 West Reno Avenue, Suite F, Las Vegas, Nevada 89118 (the “Company”) and GW Capital Investments, LLC, a Nevada limited liability company, with its address at 123 W NYE Lane, Suite 129, Carson City, NV 89706 (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 the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”);

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THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "1933 ACT”)

US $170,000.00

MAG MAGNA CORP.

12% CONVERTIBLE REDEEMABLE NOTE

DUE APRIL 29, 2027

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THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "1933 ACT”)

US $170,000.00

MAG MAGNA CORP.

6% CONVERTIBLE REDEEMABLE NOTE

DUE APRIL 1, 2027

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Exhibit 10.4 THIS IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF THE WARRANT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BE TREATED BY THE COMPANY, THE WARRANT AGENT AND ANY AGENT THEREOF AS THE OWNER AND HOLDER OF THE WARRANT(S) REPRESENTED BY THIS GLOBAL CERTIFICATE FOR ALL PURPOSES. UNLESS THIS GLOBAL CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THE WARRANT(S) REPRESENTED BY THIS GLOBAL CERTIFICATE WILL BE LIMITED TO TRANSFERS I

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