Browse EX-10 agreements

Exhibit 10.4(b)

FORM OF

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of _____, 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Hall Chadwick Acquisition Corp II, a Cayman Islands exempted company (the “Company”), and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (“Cohen”) (the “Purchaser”).

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ADDENDUM TO DIRECTOR AGREEMENT

This Addendum (the “Addendum”) to the Director Agreement dated effective as of September 20, 2024 (the “Agreement”) by and between Alternative Ballistics Corporation, a Nevada corporation (the “Company”), and Bruce Amaro (the “Director”) is entered into and made effective as of June 25, 2025.

RECITALS

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WHEREAS, Section 2.(a) of the Agreement provides that the Director shall receive cash compensation of $5,000 per quarter for services rendered;

WHEREAS, the Company and the Director desire to amend the Agreement to provide for the payment of such quarterly compensation in the form of shares of the Company’s common stock in lieu of cash until further notice;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and in the Agreement, 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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ADDENDUM TO DIRECTOR AGREEMENT

This Addendum (the “Addendum”) to the Director Agreement dated effective as of September 20, 2024 (the “Agreement”) by and between Alternative Ballistics Corporation, a Nevada corporation (the “Company”), and Bruce Culver (the “Director”) is entered into and made effective as of June 25, 2025.

RECITALS

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WHEREAS, Section 2.(a) of the Agreement provides that the Director shall receive cash compensation of $5,000 per quarter for services rendered;

WHEREAS, the Company and the Director desire to amend the Agreement to provide for the payment of such quarterly compensation in the form of shares of the Company’s common stock in lieu of cash until further notice;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and in the Agreement, 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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BUSINESS CONSULTING SERVICES AGREEMENT

This BUSINESS CONSULTING SERVICES AGREEMENT (this “Agreement”) is made effective as of the date of the final signature below.

BETWEEN:

**ALTERNATIVE BALLISTICS CORPORATION, **

a corporation registered under the laws of the State of Nevada

(the “Corporation”)

AND

**ARIES CAPITAL PARTNERS, LLC, **

(the “Consultant”)

WHEREAS the Corporation and the Consultant have agreed that the Consultant will provide certain services to the Corporation, as more particularly set out in this Agreement.

NOW, THEREFORE, for good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by the parties) the Corporation and the Consultant hereby agree as follows:

1.	Engagement

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SECURITY AGREEMENT

This SECURITY AGREEMENT, dated as of August 19, 2026 (this “Agreement”), is among Alternative Ballistics Corporation, a Nevada corporation (the “Company”), all of the Subsidiaries (as defined in the Purchase Agreement) of the Company (such subsidiaries, the “Guarantors” and, collectively with the Company, the “Debtor” or “Debtors”) and Liberty Funding, LLC, a California limited liability company (collectively with its endorsees, transferees and assigns, the “Secured Parties”).

W I T N E S S E T H:

WHEREAS, pursuant to the securities purchase agreement entered into by the Company and the Secured Parties on or around August 19, 2026 (the “Purchase Agreement”), the Secured Parties have agreed to extend the loan to Company as evidenced by that certain 12% secured promissory note dated on or around August 19, 2026, in the original principal amount of $165,000.00 (the “Note”);

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DIRECTOR AGREEMENT

THIS DIRECTOR AGREEMENT (the “Agreement”) dated as of September 20, 2024 (the “Effective Date”) is made and entered into by and between Alternative Ballistics Corporation, a Nevada corporation (the “Company”) and Bruce Amaro (the “Director”) (Company and Director may be referred to individually as a “Party” and collectively as the “Parties” in this Agreement).

WHEREAS, it is essential to the Company to retain and attract as directors the most capable persons available to serve on the board of directors of the Company (the “Board”); and

WHEREAS, the Company believes that Director possesses the necessary qualifications and abilities to serve as a director of the Company and to perform the functions and meet the Company’s needs related to its Board,

NOW, THEREFORE, in consideration of the mutual promises contained herein, the benefits to be derived by each Party hereunder and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

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AMENDMENT #1 TO THE SECURITIES PURCHASE AGREEMENT

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THIS AMENDMENT #1 to the SPA (as defined below) (the “Amendment”) is entered into as of March 17, 2026, but made effective as of March 13, 2026 (the “Effective Date”), by and between ALTERNATIVE BALLISTICS CORPORATION, a Nevada corporation (the “Company”), and LENDSPARK CORPORATION, a California corporation (the “Holder”, and collectively with the Company, the “Parties”).

BACKGROUND

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A. The Company and Holder are the parties to that certain securities purchase agreement dated March 13, 2026 (as amended from time to time, the “SPA”); and

B. The Parties desire to amend the SPA as set forth expressly below.

NOW THEREFORE, in consideration of the execution and delivery of the Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. The reference to “$9,000.00” in Section 1(b) of the SPA shall be replaced with “$15,000.00”.

2. Section 8(a) of the SPA shall apply to this Amendment.

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COMMON STOCK PURCHASE AGREEMENT

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This COMMON STOCK PURCHASE AGREEMENT is made and entered into as of June 30, 2026 (this “Agreement”), by and among Keystone Capital Partners, LLC, a Delaware limited liability company (the “Investor”), and Alternative Ballistics Corporation, a Nevada corporation (the “Company”).

RECiTALS

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WHEREAS, the parties desire that, upon the terms and subject to the conditions and limitations set forth herein, the Company may issue and sell to the Investor, from time to time as provided herein, and the Investor shall purchase from the Company, up to $15,000,000 of common stock, par value $0.001 per share (“Common Stock”), subject to Section 2.4 to the extent applicable;

WHEREAS, in consideration for the Investor’s execution and delivery of this Agreement, the Company shall cause its Transfer Agent to issue to the Investor the Commitment Note in accordance with the terms and subject to the conditions of this Agreement; and

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NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

COMMON STOCK PURCHASE WARRANT

ALTERNATIVE BALLISTICS CORPORATION

Warrant Shares: 166,667

Date of Issuance: August 19, 2026 (“Issuance Date”)

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**ALTERNATIVE BALLISTICS CORPORATION, **

A NEVADA CORPORATION

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BRIDGE LOAN OFFERING DOCUMENTS

July 22, 2025

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Documents included in this package:

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	1.	Instructions for Payment

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	2.	Subscription Agreement

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	3.	Investor Representations and Warranties Agreement

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	4.	Convertible Note

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	5.	Warrant Agreement

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	6.	Disclosure Document

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Exhibit 10.2

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THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE LAWS, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW IS AVAILABLE.

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