Browse EX-10 agreements

EXECUTION VERSION

FOURTH OMNIBUS AMENDMENT TO LOAN DOCUMENTS

Dated as of January 13, 2026 among

BLOCK 40 PROPERTY, LLC,

a Delaware limited liability company, as Borrower,

 

and

 

BREDS V US INVESTMENTS 2 L.L.C.,

a Delaware limited liability company, as Agent,

 

and

 

CHARLES R. ABELE, JR.,

a natural person, as Guarantor

 

and

 

PETER JAGO,

a natural person, as Guarantor

 

and

 

HARISH MEHTA, 

a natural person, as Guarantor

 

and

 

ESTATE OF DANIEL B. MCCARTHY,

as successor-in-interest to Daniel B. McCarthy, as Guarantor

 

and

 

STEWARDS, INC.,

a Nevada corporation, as Guarantor

 

 

 

 

 

1

 

 

 

FOURTH OMNIBUS AMENDMENT TO LOAN DOCUMENTS

This FOURTH OMNIBUS AMENDMENT TO LOAN DOCUMENTS (this

…

LOAN AGREEMENT

Dated as of June 1, 2022

 

 

By and Among

 

BLOCK 40 PROPERTY, LLC,

as Borrower,

 

DEUTSCHE BANK AG, NEW YORK BRANCH,

as Agent, and

DEUTSCHE BANK AG, NEW YORK BRANCH,

and any other lending institutions which may from time to time become a party hereto as Lenders

 

P****ROPERTY: 1818 Park

1818 Hollywood Boulevard

Hollywood, FL 33020

 

 

TABLE OF CONTENTS

Page

ARTICLE 1 DEFINITIONS; PRINCIPLES OF CONSTRUCTION 1

Section 1.1 Specific Definitions 1

Section 1.2 Index of Other Definitions 34

Section 1.3 Principles of Construction 38

ARTICLE 2 THE LOAN 38

Section 2.1 The Loan 38

2.1.1        Agreement to Lend and Borrow 38

2.1.2        Single Disbursement to Borrower 38

2.1.3        The Note 38

2.1.4        Use of Proceeds 38

Section 2.2 Interest Rate 39

2.2.1        Interest Rate 39

2.2.2        Default Rate 41

2.2.3        Interest Calculation 41

2.2.4        Usury Savings 42

2.2.5        Breakage Indemnity 42

Section 2.3 Loan Payments 42

2.3.1        Payments 42

2.3.2        Payments Generally 42

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THIRD OMNIBUS AMENDMENT TO LOAN DOCUMENTS

THIS THIRD OMNIBUS AMENDMENT TO LOAN DOCUMENTS (this

“Agreement”) is made as of July 1, 2025, by and among BLOCK 40 PROPERTY, LLC, a Delaware limited liability company (“Borrower”), CHARLES R. ABELE, JR., PETER JAGO, HARISH MEHTA, each a natural person, and ESTATE OF DANIEL B. MCCARTHY (as successor-in-interest to Daniel B. McCarthy) (individually and/or collectively, as the context may require, “Guarantor”), and BREDS V US INVESTMENTS 2 L.L.C., a Delaware limited liability company (as successor-in-interest to Deutsche Bank AG, New York Branch), having an address at c/o Blackstone Real Estate Debt Strategies, 345 Park Avenue, New York, New York 10154, as administrative agent (including any of its successors and assigns, “Agent”). All capitalized terms not defined herein shall have the respective meanings set forth in that certain Loan Agreement, dated as of June 1, 2022, among Borrower, Agent and certain Lenders from time to time party thereto, as amended by that certain First Omnibus Amendment to Loa

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SECOND OMNIBUS AMENDMENT TO LOAN DOCUMENTS

THIS SECOND OMNIBUS AMENDMENT TO LOAN DOCUMENTS (this

“Agreement”) is made as of May 30, 2025, by and among BLOCK 40 PROPERTY, LLC, a Delaware limited liability company (“Borrower”), CHARLES R. ABELE, JR., PETER JAGO, HARISH MEHTA, each a natural person and ESTATE OF DANIEL B. MCCARTHY (as successor-in-interest to Daniel B. McCarthy) (individually and/or collectively, as the context may require, “Guarantor”), and BREDS V US INVESTMENTS 2 L.L.C., a Delaware limited liability company (as successor-in-interest to Deutsche Bank AG, New York Branch), having an address at c/o Blackstone Real Estate Debt Strategies, 345 Park Avenue, New York, New York 10154, as administrative agent (including any of its successors and assigns, “Agent”). All capitalized terms not defined herein shall have the respective meanings set forth in that certain Loan Agreement, dated as of June 1, 2022, among Borrower, Agent and certain Lenders from time to time party thereto, as amended by that certain First Omnibus Amendment to Loan D

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RESEARCH AND PRODUCT DEVELOPMENT AGREEMENT

 

This Research and Product Development Agreement (“Agreement”) is entered into as of July 1, 2018, by and among:

 

Varsal Technology (Tianjin) Co., Ltd., a company organized under the laws of the People’s Republic of China, with its principal place of business at No.12 Qiangwei Road, Tianjin Port Free Trade Zone, Airport Industrial Park, Tianjin, CHINA (“Varsal Tianjin”);

VARSAL LLC, a company organized under the laws of the United States of America, with its principal place of business at 363 Ivyland Road, Warminster, PA (“Varsal”).

 

Collectively, the above parties are referred to as the “Parties,” and individually as a “Party.”

 

1. Purpose

 

The purpose of this Agreement is to set forth the terms under which Varsal Tianjin and related parties (together, the “Research Entities”) shall conduct product development research for instruments, laboratory parts, and related products (“Products”) for Varsal.

 

 

2. Scope of Research and Development

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THREE-WAY RESEARCH AND PRODUCT DEVELOPMENT AGREEMENT

 

This Three-Way Research and Product Development Agreement (“Agreement”) is entered into as of July 1, 2018, by and among:

 

VARSAL CHEMICALS (TANGSHAN) CO., LTD., a company organized under the laws of the People’s Republic of China, with its principal place of business at TANGSHAN SEAPORT DEVELOPMENT ZONE, TANGSHAN, HEBEI, CHINA (“Varsalchem Tangshan”);

 

SHANGHAI VARSAL CO., LTD., a company organized under the laws of the People’s Republic of China, with its principal place of business at Suite 1203, No. 939 Jin Qiao Road, Shanghai, China (“Shanghai Varsal”); and

VARSAL LLC, a company organized under the laws of the United States of America, with its principal place of business at 363 Ivyland Road, Warminster, PA (“Varsal”).

 

Collectively, the above parties are referred to as the “Parties,” and individually as a “Party.”

 

1. Purpose

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Form of Customer Agreement

 

THIS SUPPLY AGREEMENT (HEREINAFTER REFERRED TO AS THE “AGREEMENT”) ENTERED INTO BY:

 

[             ], a Company incorporated under the Companies Act 1956 and having it’s Registered Office at [    ] (hereinafter referred to as “[             ]” which expression shall wherever the context admits mean and include its successors and assigns) of the One Part:

 

AND

 

Varsal, LLC. a company formed in accordance with and by virtue of the laws of the United States and having a registered office at [ ],(hereinafter referred to as “Supplier” or “Varsal” which expression shall wherever the context admits mean and include its successors and assigns) of the Second Part:

 

WHEREAS:

A.

[     ], among various other activities, is interalia, engaged in the business of manufacturing Active Pharmaceutical Ingredients (API), Bulk Drugs, Intermediates and other chemicals and also as service providers in the area of contract Research and Contract manufacturing of Drugs and Intermediates.

 

 

 

B.

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THE EXCHANGE CONTEMPLATED HEREIN IS INTENDED TO COMPORT WITH THE REQUIREMENTS OF SECTION 3(a)(9) OF THE SECURITIES ACT OF 1933, AS AMENDED.

EXCHANGE AGREEMENT

 

This Exchange Agreement (this “Agreement”) is entered into as of June 30, 2026 (“Effective Date”) by and between Grafiti Group LLC, a Nevada limited liability company (the “Majority Holder”), and Game Your Game, Inc., a Nevada corporation (the “Company”). Certain capitalized terms are defined in Section 2 of this Agreement.

 

A. As a result of that certain Stock Assignment Agreement, dated June 30, 2026, by and between Grafiti LLC and the Majority Holder, the Majority Holder acquired 10,896,773 shares of Common Stock (the “Grafiti Group Common Shares”) and became a party to that certain Stockholders’ Agreement, dated April 9, 2021, among the Company and holders of its outstanding Common Stock (the “Stockholders’ Agreement”); pursuant to which the Majority Holder is the beneficiary of certain rights and preferences as set forth therein.

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Securities Purchase Agreement

 

This Securities Purchase Agreement (this “Agreement”), dated as of June 30, 2026, is entered into by and between Game Your Game, Inc., a Nevada corporation (“Company”), and Streeterville Capital, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”). Capitalized terms used but not otherwise defined herein will have the meanings set forth in Section 14.

 

A. Company and Investor are executing and delivering this Agreement in reliance upon an exemption from securities registration afforded by the Securities Act of 1933, as amended (the “1933 Act”), and the rules and regulations promulgated thereunder by the United States Securities and Exchange Commission (the “SEC”).

…

STOCK ASSIGNMENT AGREEMENT

THIS STOCK ASSIGNMENT AGREEMENT (this “Agreement”) is made as of June 30, 2026 (the “Effective Date”), by and between Grafiti LLC, a Nevada limited liability company (the “Transferor”) and Grafiti Group LLC, a Nevada limited liability company (the “Transferee”). Transferee and Transferor hereby agree as follows:

Recitals

WHEREAS, Transferor holds 10,896,773 shares (the “Shares”) of common stock, par value $0.001 per share (the “Common Stock”), of Game Your Game, Inc., a Nevada corporation (the “Company”);

 

WHEREAS, Transferor is a party to that certain Stockholders’ Agreement, dated April 9, 2021, by and among the Company and the signatory parties thereto (the “Stockholders’ Agreement”), which Stockholders’ Agreement was transferred and assigned to the Transferor in accordance with the Contribution, Assignment and Assumption Agreement, dated December 21, 2023 by and between Inpixon and Transferor;

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PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

 

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [__], 2026 (as it may be amended from time to time, this “Agreement”), entered into by and between Viking Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Viking Acquisition Sponsor II, LLC the “Purchaser”).

 

WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting of (1) one Class A ordinary share, par value $0.0001 per share, of the Company (an “Ordinary Share”), and (2) one-third of one redeemable warrant (a “Warrant”) to purchase an Ordinary Share (a “Warrant Share”) to be governed by the Warrant Agreement to be entered into between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”). Each whole Warrant entitles the holder to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share. The Purchaser has agreed to purchase an aggregate of 30

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REGISTRATION RIGHTS AGREEMENT

 

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of ____, 2026 is made and entered into by and among Viking Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Viking Acquisition Sponsor II, LLC a Delaware limited liability company (the “Sponsor”), Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, the representative of the underwriters (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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