Browse EX-10 agreements

BAKKT, INC.

EMPLOYMENT AGREEMENT

FOR

MATTHEW WHITE

This is an Employment Agreement (the “Agreement”), dated as of August 11, 2026, by and between Bakkt, Inc., a Delaware corporation (together with its direct and indirect subsidiaries, the “Company”), and (ii)** Matthew White** (“Executive”), the terms and conditions of which are as follows:

**Agreement **

1. Term. Subject to the terms and conditions set forth in this Agreement, the Company agrees to employ Executive, and Executive agrees to be employed by the Company, for a term which shall start on August 17, 2026 (the “Effective Date”) and shall continue until this Agreement is terminated as provided herein (the period of effectiveness of this Agreement, the “Term”).

2. Title; Duties and Responsibilities; Powers. Executive’s title shall be Chief Financial Officer of the Company. Executive shall report to, and his duties and responsibilities and powers shall be those commensurate with Executive’s position that are set from time to time by, the Chief Executive Officer of the Company. Executive shall undertake to perform all of Executive’s duties and responsibilities and exercise all of Executive’s powers in good faith and on a full-time basis, and shall at all times act in the course of Executive’s employment under this Agreement in the best interests of the Company. Without limiting the foregoing, Executive shall: (i) use reasonable best efforts to achieve any business objectives, operating plan goals, or performance targets established by the Company’s Board of Directors

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TRANSITION AGREEMENT AND GENERAL RELEASE

This Transition Agreement and General Release (this “Agreement”) is made by and between Karen Alexander (“Executive”) and Bakkt, Inc., f/k/a Bakkt Holdings, Inc. (the “Company”) (together, with its parents, subsidiaries, divisions, affiliates, related business entities, successors, and assigns, and any of the respective affiliates of the Company, including, without limitation, Bakkt Opco Holdings, LLC and Bakkt, LLC, the “Company Group”) (the Company and Executive are jointly referred to as the “Parties” or individually referred to as a “Party”).

RECITALS

WHEREAS, Executive has been employed by the Company, most recently serving as its Chief Financial Officer;

WHEREAS, Executive and the Company entered into an Employment Agreement dated as of October 12, 2022, with an effective date of August 8, 2022, which amended and restated an employment agreement between Executive and the Company dated March 9, 2022, as amended June 9, 2022 (as amended and restated, the “Employment Agreement”);

WHEREAS, the Company has awarded Executive restricted stock unit (“RSU”) and performance restricted stock unit (“PSU”) awards subject to the terms and conditions of the Company’s 2021 Omnibus Incentive Plan (the “Plan”) and the form of award agreement thereunder;

WHEREAS, Executive also presently is included as a participant in the Company’s stock option plan as detailed in its Schedule 14A dated September 9, 2025 and its Form 8-K dated October 22, 2025 (the “Option Plan”);

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SEPARATION AGREEMENT

This Separation Agreement (this “Agreement”), dated as of August 16, 2026, is entered into between L3Harris Technologies, Inc., a Delaware corporation (the “Company”) and Christopher Kubasik (the “Executive” or “you”).

WHEREAS, the independent members of the Board of Directors of the Company (the “Board”) became aware of certain conduct by the Executive that was not consistent with the values of the Company as outlined in its Code of Conduct, which conduct was unrelated to the Company’s financial reporting, controls, customer relations or operational performance;

WHEREAS, the Board, following its review of these matters and consultation with outside counsel to the Company, in the exercise of its business judgment, has determined that reaching an agreement with the Executive regarding his departure from the Company on the terms set forth herein is in the best interests of the Company and its stockholders, and accordingly, the Company is not pursuing termination of the Executive’s employment for “cause”; and

WHEREAS, the Executive does not admit, and expressly disclaims, any violation of Company policy or basis for termination for “cause”, but has determined to resolve all matters relating to the Executive’s separation from employment on the terms set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

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Exhibit 10.1

Execution Version

THIRD AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

This THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is executed as of August 14, 2026 to be effective for all purposes as of June 30, 2026, among PRAIRIE OPERATING CO., a Delaware corporation (the “Borrower”), each other Credit Party party hereto, each of the Lenders party hereto and CITIBANK, N.A., as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

RECITALS

A.          The Borrower, the Administrative Agent and the Lenders are party to that certain Amended and Restated Credit Agreement dated as of March 26, 2025 (as amended by that certain First Amendment to Amended and Restated Credit Agreement, dated as of June 6, 2025, and that certain Second Amendment to Amended and Restated Credit Agreement, dated as of June 10, 2026, the “Existing Credit Agreement”, and as amended by this Amendment and as the same may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), pursuant to which the Lenders have made certain credit available to and on behalf of the Borrower.

B.          The Borrower, the Administrative Agent and the Lenders party hereto have agreed to amend certain provisions of the Credit Agreement, in each case as more fully set forth herein.

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SENIOR SECURED 25% ORIGINAL ISSUE DISCOUNT PROMISSORY NOTE

AND SECURITY AGREEMENT

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**THIS SENIOR SECURED 25% ORIGINAL ISSUE DISCOUNT PROMISSORY NOTE AND SECURITY AGREEMENT **(the “Note” or this “Agreement”) is made on July 16, 2026, by and between Hollywood Horizons, Inc., a California corporation, with its registered address at 1628 Pandora Street, Los Angeles, CA 90024 (the “LENDER”) and XCF Global, Inc., a Delaware corporation with its principal executive offices at 3040 Post Oak Blvd., 18th Floor, Suite 164, Houston, Texas 77056, United States (the “BORROWER”). The LENDER and the BORROWER are referred to individually as a “Party” and collectively as the “Parties”.

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***RECITALS ***

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WHEREAS the LENDER wishes to lend funds to the BORROWER on a short-term, senior secured bridge basis, and the BORROWER wishes to borrow such funds;

WHEREAS the BORROWER’s obligations under this Note are to be secured by a first-priority security interest in the Collateral, and are to be supported by the Pledged Shares and the registration rights described herein;

NOW, THEREFORE, in consideration of the mutual covenants herein, the Parties agree as follows:

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***ARTICLE I: DEFINITIONS ***

As used in this Agreement, the following terms have the meanings set forth below; other capitalized terms are defined where they first appear.

“Collateral” has the meaning set forth in Section 4.1.

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ROYALTY AGREEMENT

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dated as of August 17, 2026

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by and among

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Valion Bio, Inc.****,

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VELOCITY BIOWORKS, INC.

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as the Payor Parties

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and

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**THE PERSONS SET FORTH ON SCHEDULE 1 HERETO,

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as the Payees

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	Page
ARTICLE I. DEFINED TERMS AND RULES OF CONSTRUCTION	1
Section 1.1.   Defined Terms	1
Section 1.2.   Rules of Construction	7
ARTICLE II. ROYALTY AND GUARANTEE	8
Section 2.1.   Royalty Obligation.	8
Section 2.2.   Consideration	8

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August 17, 2026

3i, LP

2 Wooster Street, 2nd Floor

New York, NY 10013

Attention: Maier J. Tarlow

Re:	Side Letter — Closings under Series B Preferred Purchase Agreement

Dear Mr. Tarlow:

This letter agreement (this “Letter Agreement”) is entered into as of the date first written above, by and between Valion Bio, Inc., a Delaware corporation (the “Company”), and 3i, LP, a Delaware limited partnership (the “Purchaser”).

The Company and the Purchaser are party to that certain Securities Purchase Agreement, dated April 29, 2025 (as assigned and amended as of December 9, 2025, the “Series B Preferred Purchase Agreement”), with respect to the purchase and sale of up to 8,400 shares of the Company’s Series B Non-Voting Convertible Preferred Stock (“Series B Preferred Shares”) and warrants (“Series B Warrants”) to purchase shares of the Company’s common stock for an aggregate purchase price of up to $8,400,000 in a series of closings. As of the date hereof, the Purchaser has the option, but not the obligation, to purchase up to 3,250 Series B Preferred Shares and corresponding Series B Warrants for up to $3,250,000. Capitalized terms not defined herein shall have the meanings assigned thereto in the Series B Preferred Purchase Agreement.

The Company and the Purchaser hereby agree as follows:

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JPMORGAN CHASE BANK, N.A. 270 Park Avenue New York, New York 10017		BARCLAYS 745 Seventh Avenue New York, NY 10019		BANK OF AMERICA, N.A. BOFA SECURITIES, INC. One Bryant Park New York, New York 10036

***CONFIDENTIAL ***

August 15, 2026

TTM Technologies, Inc.

200 East Sandpointe, Suite 400

Santa Ana, California 92707

Attention: Daniel L. Boehle, Executive Vice President and Chief Financial Officer

*Project MacGyver *

*Commitment Letter *

Ladies and Gentlemen:

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Agreement made this 13th day of July 2026 by and between Regen BioPharma, Inc. (“Company”) and David R. Koos (“Koos”)

WHEREAS, On July 13, 2026 Koos signed an agreement where Regen agreed to issue 800 newly issued series N preferred stock in consideration as a bonus.

This instrument contains the entire agreement of the parties with respect to the subject matter hereof and supersedes any prior agreements of the parties with respect to the subject matter hereof. It may be changed only by an agreement in writing signed by a party against whom enforcement of any waiver, change, modification, extension or discharge is sought.

The terms and conditions of this Agreement shall be governed by and construed in accordance with the laws of the State or California. Any action to enforce this Agreement shall be brought in the state courts located in San Diego County, State of California.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

Regen BioPharma, Inc		David R. Koos
*/s/ David R. Koos *		/s/ David R. Koos
David R. Koos
Chairman & CEO		Employee: David R. Koos
Date:7/13/2026		Date:7/13/2026

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Exhibit 10.28

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CONVERSION & MUTUAL RELEASE AGREEMENT

This CONVERSION AND MUTUAL RELEASE AGREEMENT (this “Agreement”), dated as of July 30, 2026 (the “Effective Date”), is entered into by and among Waterdrip Investment Limited, a company incorporated under the laws of Hong Kong (“Waterdrip”), Goodvision AI Inc., an exempted company incorporated under the laws of the Cayman Islands (“Goodvision AI”), and Calisa Acquisition Corp., a Cayman Islands exempted company (“Calisa”). Upon the consummation of the Business Combination (as defined below), Calisa will continue as the publicly traded parent company and public reporting company and will be renamed Goodvision AI Holding Limited (“Surviving PubCo”). Waterdrip, Goodvision AI and Calisa are collectively referred to herein as the “Parties.”

WHEREAS, pursuant to that certain Loan Agreement dated June 1, 2026, Waterdrip made a loan in the original principal amount of US$520,000 to Goodvision AI (the “Loan”);

WHEREAS, as of the Effective Date, the aggregate outstanding principal amount of the Loan is US$520,000;

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Exhibit 10.27

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CONVERSION & MUTUAL RELEASE AGREEMENT

This CONVERSION AND MUTUAL RELEASE AGREEMENT (this “Agreement”), dated as of July 30, 2026 (the “Effective Date”), is entered into by and among GV Assets Holdings Limited, a company incorporated under the laws of the British Virgin Islands (“GV Assets”), Goodvision Inc., a California corporation (“Goodvision CA”), Goodvision AI Inc., an exempted company incorporated under the laws of the Cayman Islands (“Goodvision AI”), and Calisa Acquisition Corp., a Cayman Islands exempted company (“Calisa”). Upon the consummation of the Business Combination (as defined below), Calisa will continue as the publicly traded parent company and public reporting company and will be renamed Goodvision AI Holding Limited (“Surviving PubCo”). GV Assets, Goodvision CA, Goodvision AI and Calisa are collectively referred to herein as the “Parties.”

WHEREAS, GV Assets made the following loans pursuant to separate loan agreements:

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WORKING CAPITAL LOAN AGREEMENT

This Working Capital Loan Agreement (this “Agreement”) is entered into as of July 22, 2026 (the “Effective Date”), by and between:

LENDER

GV Assets Holdings Limited (Company No. 2188841), a company incorporated in British Virgin Islands with its registered address at OMC Chambers, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands. (the “Lender”);

and

BORROWER

Goodvision AI Inc. (Company No. 427064), an exempted company incorporated under the laws of the Cayman Islands with its registered office at 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands (the “Borrower”).

The Lender and the Borrower are each referred to herein as a “Party” and collectively as the “Parties”.

WHEREAS:

(A) The Borrower is a holding company and conducts its business through its subsidiaries, which are engaged in AI technology services and related commercial operations;

(B) The Borrower requires additional working capital and funding for general corporate purposes in connection with its business operations; and

(C) The Lender has agreed to make available a short-term loan to the Borrower upon the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties hereby agree as follows:

1. LOAN FACILITY

1.1 Subject to the terms and conditions of this Agreement, the Lender hereby agrees to make available to the Borrower a loan facility in the principal amount of US$250,000 (the “Loan”).

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