Browse EX-10 agreements

PERMANENT SUBSIDIARY AND EARNOUT ELECTION AGREEMENT

 

This Permanent Subsidiary and Earnout Election Agreement (“Agreement”) is entered into and effective as of August 13, 2026 (“Effective Date”), by and among:

SecureTech Innovations, Inc., a Wyoming corporation, with its mailing address at (“Parent Corporation”):

2355 Highway 36 West

Suite 400

Roseville, MN  55113

USA

AND:AI UltraProd, Inc., a Wyoming corporation and wholly owned subsidiary of the Parent Corporation, with its mailing address at (“Purchaser”):

2355 Highway 36 West

Suite 400

Roseville, MN  55113

USA

AND:Aiultraprod Group Limited (formerly, Jizhu Group Limited), a Hong Kong limited liability company, with its mailing address at (“Company”):

Rm. 1002

10th Floor

Easey Commercial Building

253-261

Hennessy Road, Wanchai

Hong Kong

AND:AIUP Holding Limited, a British Virgin Islands private limited company number 11725987, with its mailing address at (“Shareholder”):

Waterloo Industrial Estate

Bidford-Upon-Avon

Warwickshire

B50 4JH

United Kingdom

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Permanent Subsidiary and Earnout Election Agreement``Page 1 of 12

AI UltraProd, Inc.

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AND:

Zhejiang Jizhu Technology Co., Ltd., a Chinese limited liability company, with its mailing address at (“Subsidiary”):

Room 2040

2nd Floor

Yigao Digital Economy Industrial Park

Fenghua District

Ningbo City, Zhejiang Province

China

Each of the foregoing is a Party and, collectively, the Parties.

RECITALS

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PLACEMENT AGENCY AGREEMENT

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	August 14, 2026

Ladenburg Thalmann & Co. Inc.

640 Fifth Avenue, 4th Floor

New York, NY 10019

Ladies and Gentlemen:

Introduction. Subject to the terms and conditions herein (this “Agreement”), Daré Bioscience, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of $5,999,996.58 of securities of the Company, including, but not limited to, registered shares (the “Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), registered pre-funded warrants exercisable for shares of Common Stock (the “Pre-Funded Warrants” and the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants, the “Pre-Funded Warrant Shares”) and unregistered warrants exercisable for shares of Common Stock (the “Warrants”, and the shares of Common Stock issuable upon exercise of the Warrants, the “Warrant Shares”) (the Shares, Pre-Funded Warrants, Pre-Funded Warrant Shares, Warrants and Warrant Shares, collectively, the “Securities”) directly to various investors (each, an “Investor” and, collectively, the “Investors”) through Ladenburg Thalmann & Co. Inc. (the “Placement Agent”) as placement agent. The documents executed and delivered by the Company and the Investors in connection with the Offering (as defined below), including, without limitation, a securities purchase agreement(s) (the “Purchase Agreement”), shall be collectively referred to herein as the “Transaction Documents.”

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SECURITIES PURCHASE AGREEMENT

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This Securities Purchase Agreement (this “Agreement”) is dated as of August 14, 2026, between Daré Bioscience, 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 (i) the Registration Statement (as defined below) as to the Shares, Pre-Funded Warrants and Pre-Funded Warrant Shares (as such terms are defined below) and (ii) an exemption from the registration requirements of Section 5 of the Securities Act (as defined below) contained in Section 4(a)(2) thereof and/or Regulation D thereunder as to the Common Warrants and Common Warrant Shares (as such terms are defined below), 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

1.1 Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings set forth in this Section 1.1:

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REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of August __, 2026, by and between Dermata Therapeutics, 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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SECURITIES PURCHASE AGREEMENT

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This Securities Purchase Agreement (this “Agreement”) is dated as of August 16, 2026, between Dermata Therapeutics, 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

1.1 Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings set forth in this Section 1.1:

“Acquiring Person” shall have the meaning ascribed to such term in Section 4.5.

“Action” shall have the meaning ascribed to such term in Section 3.1(j).

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Execution Version

SECURITY AGREEMENT

This SECURITY AGREEMENT, dated as of August 15, 2026 (this “Agreement”), is by and between Abundia Global Impact Group, Inc., a Delaware corporation (the “Company” or the “Debtor”), and Bower Family Holdings, LLC, (“BFH,” and the “Secured Party”) and the holder of the Company’s Secured Note due August 15, 2028 following its date of issuance, in the original aggregate principal amount of up to $10 million (the “Note”).

W I T N E S S E T H:

WHEREAS, pursuant to the Purchase Agreement (as defined in the Note), the Secured Party has agreed to extend the loan to the Company evidenced by the Note;

WHEREAS, in order to induce the Secured Party to extend the loan evidenced by the Note under the Purchase Agreement, the Debtor has agreed to execute and deliver to the Secured Party this Agreement and to grant the Secured Party a security interest in certain property of the Debtor to secure the prompt payment, performance and discharge in full of all of the Company’s obligations under the Note.

NOW, THEREFORE, in consideration of the agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

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Execution Version

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of August 15, 2026, by between Abundia Global Impact Group, 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 of 1933, as amended (the “Securities Act”), and/or Rule 506 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

1.1 Definitions. In addition to the terms defined elsewhere in this Agreement: (a) capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Notes (as defined herein), and (b) the following terms have the meanings set forth in this Section 1.1:

“Action” shall have the meaning ascribed to such term in Section 3.1(j).

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 16, 2026, is entered into by and among Slate Medicines, Inc., a Delaware corporation (the “Company”), and the several investors signatory hereto (individually as an “Investor” and collectively together with their respective permitted assigns, the “Investors”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement by and among the Company and the parties hereto, dated as of August 16, 2026 (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

WHEREAS:

A. Upon the terms and subject to the conditions of the Purchase Agreement, the Company has agreed to issue to the Investors, and the Investors have agreed to purchase, severally and not jointly, an aggregate of up to $245,000,000 of (x) shares (the “Initial Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) pursuant to the Purchase Agreement. The Initial Shares are referred to herein as the “Shares.”

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SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of August 16, 2026, by and among Slate Medicines, Inc., a Delaware corporation (the “Company”), and each of the Persons listed on Exhibit*** A* attached to this Agreement (each, an “Investor” and together, the “Investors”).

WHEREAS, the Company and the Investors are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the U.S. Securities Act of 1933, as amended (the “Securities Act”);

WHEREAS, the Company desires to sell to the Investors, and each Investor desires to purchase from the Company, severally and not jointly, upon the terms and subject to the conditions stated in this Agreement, shares (the “Initial Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a per share purchase price equal to the Share Price;

WHEREAS, contemporaneously with the sale of the Initial Shares, the parties hereto will execute and deliver a Registration Rights Agreement, in the form attached hereto as Exhibit*** B*, pursuant to which the Company will agree to provide certain registration rights in respect of the Shares (as defined below) under the Securities Act and applicable state securities laws; and

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Confidential

FORM OF LOCK-UP AGREEMENT

August 16, 2026

Fulcrum Therapeutics, Inc.

26 Landsdowne Street

Cambridge, MA 02139

Ladies and Gentlemen:

The undersigned signatory of this lock-up agreement (this “Lock-Up Agreement”) understands that Fulcrum Therapeutics, Inc., a Delaware corporation (“Parent”), is entering into an Agreement and Plan of Merger, dated as of August 16, 2026 (as the same may be amended from time to time, the “Merger Agreement”) with Fusion Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Parent, Fusion Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent, and Slate Medicines, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.

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CONFIDENTIAL

COMPANY SUPPORT AGREEMENT

This SUPPORT AGREEMENT (this “Agreement”) is made as of August 16, 2026, by and between** *FULCRUM THERAPEUTICS, INC.**, a Delaware corporation (“Parent”), and the [Person] set forth on *Schedule** A hereto (the “Stockholder”).

WHEREAS, as of the date hereof, the Stockholder is the holder of the number of shares of common stock, par value $0.00001 per share (“Common Stock”), preferred stock, par value $0.00001 per share (“Preferred Stock” and collectively with the Common Stock, the “Company Shares”) and Company Options to acquire the number of Company Shares, of SLATE MEDICINES, INC., a Delaware corporation (the “Company”), set forth opposite the Stockholder’s name on Schedule*** A* (all Company Shares owned by the Stockholder, or hereafter issued pursuant to securities exercisable or convertible to or otherwise acquired, whether beneficially or of record, or owned by the Stockholder prior to the termination of this Agreement, as well as shares set forth on Schedule*** A*, being referred to herein as the “Subject Shares”);

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CONFIDENTIAL

PARENT SUPPORT AGREEMENT

This SUPPORT AGREEMENT (this “Agreement”) is made as of August 16, 2026, by and between** *SLATE MEDICINES, INC.**, a Delaware corporation (the “Company”), and the Person set forth on *Schedule** A hereto (the “Stockholder”).

WHEREAS, as of the date hereof, the Stockholder is the holder of the number of shares of common stock, par value $0.001 per share (the “Parent Shares”) and Parent Options or Parent Restricted Stock Unit Awards to acquire the number of Parent Shares, of FULCRUM THERAPEUTICS, INC., a Delaware corporation (“Parent”), set forth opposite the Stockholder’s name on Schedule*** A* (all Parent Shares owned by the Stockholder, or hereafter issued pursuant to securities exercisable or convertible to or otherwise acquired, whether beneficially or of record, or owned by the Stockholder prior to the termination of this Agreement, as well as shares set forth on Schedule*** A*, being referred to herein as the “Subject Shares”);

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