Browse EX-10 agreements

Confidential

ROYALTY AGREEMENT

THIS AGREEMENT dated as of the 2nd day of March, 2026.

BETWEEN:

AOM AREA 1, LLC, a limited liability company incorporated under the laws of State of Delaware

(“Company”)

- and -

AMERICAN OCEAN MINERALS CORP., a company incorporated under the laws of the State of Delaware

(“Royalty Holder”)

RECITALS

 

A.

The exploration for and commercial recovery of hard mineral resources of the deep seabed by United States citizens beyond national jurisdiction is governed by the Deep Seabed Hard Mineral Resources Act, 30 U.S.C. § 1401 et seq. (the “Act”), and the regulations promulgated thereunder, including 15 C.F.R. Part 970 (Exploration Licenses) and 15 C.F.R. Part 971 (Commercial Recovery Permits) (collectively, the “Deep Seabed Legislation”);

 

B.

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REVENUE PARTICIPATION AGREEMENT

THIS AGREEMENT dated as of the 20th day of March 2026.

BETWEEN:

MOANA MINERALS LIMITED, a company incorporated under the laws of Cook Islands

(“Company”)

- and -

OCEAN MINERALS, LLC, a company incorporated under the laws of the Cayman Islands

(“OML”)

- and -

AMERICAN OCEAN MINERALS CORP., a company incorporated under the laws of the State of Delaware

(“Participation Holder”)

INTRODUCTION

 

A.

The Company is the exclusive holder of the Exploration Licence issued by the SBMA under SBM Legislation in respect of the Property.

 

B.

The Company intends to develop the Project.

 

C.

The Company has agreed to create, grant and sell the Participation to the Participation Holder in accordance with the terms and conditions described herein.

 

D.

The Company is a wholly owned subsidiary of OML.

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REVENUE PARTICIPATION AGREEMENT

THIS AGREEMENT dated as of the 2nd day of February, 2026.

BETWEEN:

CIC LIMITED, a company incorporated under the laws of Cook Islands

(“Company”)

- and -

CIC LLC, a limited liability company incorporated under the laws of State of Florida

(“CIC”)

- and -

AMERICAN OCEAN MINERALS CORP., a company incorporated under the laws of the State of Delaware

(“Participation Holder”)

INTRODUCTION

 

A.

The Company is the exclusive holder of the Exploration Licence issued by the SBMA under SBM Legislation in respect of the Property.

 

B.

The Company intends to develop the Project.

 

C.

The Company has agreed to create, grant and sell the Participation to the Participation Holder in accordance with the terms and conditions described herein.

 

D.

CIC is an Affiliate of the Company.

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Confidential

  

Execution Version

SALE AND ASSIGNMENT AGREEMENT

THIS SALE AND ASSIGNMENT AGREEMENT (this “Agreement”) is dated as of April 7, 2026.

BETWEEN:

PROVIDENT TRUST GROUP LLC FRO RAPHAEL DIAMOND TRADITIONAL IRA

A Nevada limited liability company (“Provident”)

- and -

AMERICAN OCEAN MINERALS CORPORATION

A corporation existing under the laws of the State of Delaware (the “Purchaser”), as purchaser and assignee

RECITALS:

 

A.

WHEREAS, on or about November 3, 2023, the Issuer issued (i) a Convertible Promissory Provident Note in the original principal amount of US$1,200,000 (the “CIC Provident Note”) to and in favour of CIC LLC (“LLC”), and (ii) a Warrant to Purchase Class A Voting Shares to LLC, authorizing LLC to purchase up to 156,000 Class A Voting Shares in the capital stock of the Issuer (“Class A Shares”) at a price of US$0.0001 per share, subject to adjustment in accordance with the terms thereof (the “CIC Warrant”).

 

B.

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Confidential

  

Execution Version

SALE AND ASSIGNMENT AGREEMENT

THIS SALE AND ASSIGNMENT AGREEMENT (this “Agreement”) is dated as of April 7, 2026.

BETWEEN:

MINERALS HARVESTING COOK ISLANDS II, LP,

A Delaware limited partnership (“MHCI II”) acting through its general partner Minerals Harvesting Capital, LLC (the “General Partner”), as seller and assignor

- and -

AMERICAN OCEAN MINERALS CORPORATION

A corporation existing under the laws of the State of Delaware (the “Purchaser”), as purchaser and assignee

RECITALS:

 

A.

WHEREAS, on or about May 28, 2025, CIC Limited (the “Issuer”) issued a Promissory Note in the original principal amount of US$300,000 to and in favour of MHCI II (the “Short Term Note”);

 

B.

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Confidential

ROYALTY AGREEMENT

THIS AGREEMENT dated as of the 2nd day of March, 2026.

BETWEEN:

AOM AREA 2, LLC, a limited liability company incorporated under the laws of State of Delaware

(“Company”)

- and -

AMERICAN OCEAN MINERALS CORP., a company incorporated under the laws of the State of Delaware

(“Royalty Holder”)

RECITALS

 

A.

The exploration for and commercial recovery of hard mineral resources of the deep seabed by United States citizens beyond national jurisdiction is governed by the Deep Seabed Hard Mineral Resources Act, 30 U.S.C. § 1401 et seq. (the “Act”), and the regulations promulgated thereunder, including 15 C.F.R. Part 970 (Exploration Licenses) and 15 C.F.R. Part 971 (Commercial Recovery Permits) (collectively, the “Deep Seabed Legislation”);

 

B.

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Execution Copy

 

EMPLOYMENT AGREEMENT

 

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of June 24, 2026 by and between Alex Martini (“Executive”) and Blockfusion Digital Infrastructure, Inc. (the “Company”).

WHEREAS, the Company, Blue Acquisition Corp., Atlas I Merger Sub, Atlas Merger Sub, Inc., and Blockfusion USA, Inc. have entered into a Business Combination Agreement and intend to effectuate the transactions contemplated thereby (the “Merger”); and

WHEREAS, the Company desires to employ Executive as its Chief Executive Officer pursuant to the terms and conditions set forth in this Agreement following the closing of the Merger (the date on which such closing occurs, the “Closing Date”), subject to and contingent upon the closing of the Merger, and effective as of the Closing Date (such date on which this Agreement becomes effective, the “Effective Date”), and Executive desires to accept such employment on the terms and conditions set forth in this Agreement.

…

Execution Copy

EMPLOYMENT AGREEMENT

 

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of June 24, 2026 by and between Robert Scott (“Executive”) and Blockfusion Digital Infrastructure, Inc. (the “Company”).

WHEREAS, the Company, Blue Acquisition Corp., Atlas I Merger Sub, Atlas Merger Sub, Inc., and Blockfusion USA, Inc. have entered into a Business Combination Agreement and intend to effectuate the transactions contemplated thereby (the “Merger”); and

WHEREAS, the Company desires to employ Executive as its General Counsel pursuant to the terms and conditions set forth in this Agreement following the closing of the Merger (the date on which such closing occurs, the “Closing Date”), subject to and contingent upon the closing of the Merger, and effective as of the Closing Date (such date on which this Agreement becomes effective, the “Effective Date”), and Executive desires to accept such employment on the terms and conditions set forth in this Agreement.

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Execution Copy

 

EMPLOYMENT AGREEMENT

 

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of June 24, 2026 by and between Kant Trivedi (“Executive”) and Blockfusion Digital Infrastructure, Inc. (the “Company”).

WHEREAS, the Company, Blue Acquisition Corp., Atlas I Merger Sub, Atlas Merger Sub, Inc., and Blockfusion USA, Inc. have entered into a Business Combination Agreement and intend to effectuate the transactions contemplated thereby (the “Merger”); and

WHEREAS, the Company desires to employ Executive as its Chief Operating Officer pursuant to the terms and conditions set forth in this Agreement following the closing of the Merger (the date on which such closing occurs, the “Closing Date”), subject to and contingent upon the closing of the Merger, and effective as of the Closing Date (such date on which this Agreement becomes effective, the “Effective Date”), and Executive desires to accept such employment on the terms and conditions set forth in this Agreement.

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OBSIDIAN THERAPEUTICS, INC.

2026 EQUITY INCENTIVE PLAN

SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS

The name of the plan is the Obsidian Therapeutics, Inc. 2026 Equity Incentive Plan (as amended from time to time, the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and Consultants of Obsidian Therapeutics, Inc. (the “Company”) and its Affiliates upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its business to acquire a proprietary interest in the Company. It is anticipated that providing such persons with a direct stake in the Company’s welfare will assure a closer alignment of their interests with those of the Company and its stockholders, thereby stimulating their efforts on the Company’s behalf and strengthening their desire to remain with the Company or one of its Affiliates.

The following terms shall be defined as set forth below:

“Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder.

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OBSIDIAN THERAPEUTICS, INC.

2026 EMPLOYEE STOCK PURCHASE PLAN

The purpose of the Obsidian Therapeutics, Inc. 2026 Employee Stock Purchase Plan (the “Plan”) is to provide eligible employees of Obsidian Therapeutics, Inc. (the “Company”) and each Designated Company (as defined in Section 11) with opportunities to purchase shares of Stock (as defined in Section 11). A number of shares of Stock equal to the lesser of (x) 1% of the number of fully diluted shares of the Company outstanding immediately following the Effective Time (as defined in the Merger Agreement (as defined in Section 11)) and (y) 759,452 shares (the “Initial Limit”) have been approved and reserved for this purpose plus, on January 1, 2027 and each January 1 thereafter through January 1, 2036, the number of shares of Stock reserved and available for issuance under the Plan shall be cumulatively increased by the least of (i) 1% of the number of Outstanding Shares on the immediately preceding December 31st, (ii) the Initial Limit (iii) such number of shares of Stock as determined by the Administrator.

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REGISTRATION RIGHTS AGREEMENT

 

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 30, 2025 is made and entered into by and among D. Boral ARC Acquisition I Corp., a BVI business company (the “Company”), MFH 1, LLC, a Delaware limited liability company (the “Sponsor”), D. Boral Capital LLC (the “Representative”) and the undersigned parties listed under Holder on the signature pages hereto (each such party, 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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