Browse EX-10 agreements

SECOND AMENDMENT TO LEASE AGREEMENT

THIS SECOND AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is made and entered into as of July 22, 2026 (the “Amendment Effective Date”), by and between 400 WORLDWIDE, LLC, a Florida limited liability company (“Landlord”), and SKYX PLATFORMS CORP., a Florida corporation, d/b/a Sky Technologies (“Tenant”).

RECITALS

A. WHEREAS, 400 Biscayne Commercial Owner, LP (“Original Landlord”) and Tenant entered into that certain Lease Agreement dated October 1, 2022 (the “Original Lease”), as amended by that certain First Amendment to Lease Agreement dated November 13, 2023 (the “First Amendment”; the Original Lease, as amended by the First Amendment, the “Lease”), with respect to certain premises located at 398 NE 5th Street, Floors 11-12, Miami, Florida 33132, as subsequently assigned from Original Landlord to Landlord pursuant to that certain Assignment and Assumption of Lease, date September 30, 2024.

B. WHEREAS, the Premises consist of approximately 32,172 rentable square feet, comprised of approximately 16,086 rentable square feet on the 11th floor of the Building (the “11th Floor Space”) and approximately 16,086 rentable square feet on the 12th floor of the Building (the “12th Floor Space”).

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FIRST AMENDMENT TO LEASE AGREEMENT

THIS FIRST AMENDMENT TO LEASE AGREEMENT (“Amendment”) is entered into this 13th day of November, 2023 (“Amendment Effective Date”), by and between 400 BISCAYNE COMMERCIAL OWNER, LP, a Delaware limited partnership (“Landlord”) and SKYX PLATFORMS CORP., a Florida corporation d/b/a Sky Technologies (“Tenant”). Capitalized terms used herein and not otherwise defined shall have the same meaning as set forth in the Lease (as hereinafter defined) unless otherwise provided.

WHEREAS, Landlord and Tenant entered into that certain Lease Agreement, dated October 1, 2022 (the “Lease”), with respect to the certain premises located at 398 NE 5th Street, Floors 11-12, Miami, Florida 33132 (the “Premises”);

WHEREAS, Landlord and Tenant desire to modify certain terms of the Lease and to confirm other obligations with respect to the Lease as described herein; and

NOW THEREFORE, in consideration of the premises and mutual covenants hereinafter contained and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:

1. Recitals. The foregoing recitals are true and correct and are incorporated herein in their entirety.

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SUBLEASE AGREEMENT

THIS SUBLEASE AGREEMENT (this “Sublease”) is made and entered into effective as of July 22, 2026 (the “Sublease Effective Date”), by and between SKYX PLATFORMS CORP., a Florida corporation, d/b/a Sky Technologies (“Sublandlord”), and 400 WORLDWIDE, LLC, a Florida limited liability company (“Subtenant”).

RECITALS

A. Pursuant to that certain Lease Agreement dated as of October 1, 2022, as amended by that certain First Amendment to Lease Agreement dated as of November 13, 2023 and that certain Second Amendment to Lease Agreement executed simultaneously herewith (the “Second Amendment”), as assigned by that certain Assignment and Assumption of Lease, date September 30, 2024, and as further amended, restated, supplemented or otherwise modified from time to time (collectively, the “Primary Lease”), 400 Worldwide, LLC, as landlord under the Primary Lease (in such capacity, the “Primary Landlord”), leased to Sublandlord, as tenant under the Primary Lease, certain office premises consisting of approximately 32,172 rentable square feet comprised of the 11th floor and the 12th floor of the building located at 398 NE 5th Street, Miami, Florida 33132, known as Elser Hotel and Residences Miami (the “Building”).

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KAIROS PHARMA, LTD.

AMENDMENT NO. 1

TO THE

2023 EQUITY INCENTIVE PLAN

** **

(as adopted on June 29, 2026)

the “Plan”

1. Purposes of the Plan. The purposes of this Plan are:

	●	to attract and retain the best available personnel for positions of substantial responsibility,
	●	to provide incentives to individuals who perform services for the Company (as defined below), and
	●	to promote the success of the Company’s business.

The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units, Performance Shares and other stock or cash awards as the Administrator (as defined below) may determine.

2. Definitions. As used herein, the following definitions will apply:

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FORM OF RULE 12d1-4

FUND OF FUNDS INVESTMENT AGREEMENT

FOR UNAFFILIATED FUNDS

THIS AGREEMENT, dated as of [ ], between each Acquiring Fund identified on Schedule A (each, an “Acquiring Fund”), the investment adviser to each Acquiring Fund, and each Acquired Fund identified on Schedule A (each, an “Acquired Fund” and together with the Acquiring Funds, the “Funds”), each Fund acting on its own behalf and separately from all of the other Funds and not jointly or jointly and severally with any of the other Funds. To the extent multiple Acquiring Funds and/or Acquired Funds are parties to this Agreement, the Agreement is to be treated as if each Acquiring Fund and each Acquired Fund had been the subject of a separate agreement, and references in the Agreement to “the Acquiring Fund” and “the Acquired Fund” shall mean each Acquiring Fund individually and each Acquired Fund individually, as the case may be.

WHEREAS, each Fund is an investment company that (a) is registered with the U.S. Securities and Exchange Commission (“SEC”) as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”) (a “registered investment company”), or (b) has elected to be regulated as a business development company under the 1940 Act (a “business development company”) (each registered investment company or business development company, a “regulated fund”);

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EXECUTION VERSION

AMENDMENT NO. 5, dated as of August 10, 2026 (this “Amendment”), to the Amended and Restated Senior Secured Credit Agreement dated as of May 6, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”), by and among BLACKSTONE PRIVATE CREDIT FUND, a Delaware statutory trust (the “Borrower”), each of the lenders party thereto (the “Existing Lenders”) and CITIBANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”).

WHEREAS, the Borrower has requested that the Existing Credit Agreement be amended to, among other things: (i) effect an extension of the Maturity Date with respect to the 2030 Revolving Commitments and the 2030 Term Loans (each as defined in the Existing Credit Agreement), from August 8, 2030 (the “Existing Maturity Date”) to August 10, 2031 (the “Extended Maturity Date”) with respect to the Commitments and Loans of Existing Lenders consenting to such extension and make certain other modifications of the Existing Credit Agreement, in each case as set forth herein; (ii) effect an extension of the Commitment Termination Date with respect to the 2030 Revolving Commitments from August 8, 2029 to August 10, 2030 (the “Extended Commitment Termination Date”); (iii) increase the Revolving Multicurrency Commitments by $275,000,000; (iv) increase the Incremental Term Commitments by $50,000,000 and (v) update Section 6.07(a) (Minimum Shareholders’ Equity);

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August 7, 2026

Heather Favazza

XXXX

XXXX

Dear Heather,

On behalf of OptimizeRx Corporation (the “Company”), we are excited to make this amended and restated employment offer (this “2026 Favazza Amended & Restated Employment Offer”) to you for the full-time, exempt position of Chief Accounting Officer, commencing and effective as of January 1, 2027 (the “Effective Date”), reporting to Andew D’Silva, Chief Financial Officer. For purposes of determining employment tenure, October 8, 2018 shall be recognized as your start date of employment.

Base Salary. You will be entitled to receive an annual base salary of $325,000.00, at the rate of $13,541.66 per semi-monthly pay period, representing payment for all hours worked, with such increases (but no decreases) as may be determined by the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) from time to time (as increased from time to time, the “Base Salary”). Your Base Salary is effective as of the Effective Date and payable in accordance with the Company’s regular payroll practices and subject to customary and required withholdings and deductions.

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August 7, 2026

Andrew D’Silva

XXXX

XXXX

Dear Andy,

On behalf of OptimizeRx Corporation (the “Company”), we are excited to make this amended and restated employment offer (this “2026 D’Silva Amended & Restated Employment Offer”) to you for the full-time, exempt position of Chief Financial Officer, commencing and effective as of January 1, 2027 (the “Effective Date”), reporting to Stephen Silvestro, Chief Executive Officer. For purposes of determining employment tenure, September 1, 2021 shall be recognized as your start date of employment.

Base Salary. You will be entitled to receive an annual base salary of $375,000.00, at the rate of $15,625.00 per semi-monthly pay period, representing payment for all hours worked, with such increases (but no decreases) as may be determined by the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) from time to time (as increased from time to time, the “Base Salary”). Your Base Salary is effective as of the Effective Date and payable in accordance with the Company’s regular payroll practices and subject to customary and required withholdings and deductions.

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					OptimizeRx Corporation260 Charles Street, Suite 302Waltham, MA 02453

August 7, 2026

Edward Stelmakh

XXXX

XXXX

RE: Separation Agreement and Release of Claims; Advisory Terms & Conditions

Dear Ed,

As we’ve discussed, OptimizeRx Corporation, a Nevada corporation (the “Company”), has determined that it is necessary to lower its operational expenses and realign its organizational structure and, as such, has made the difficult decision to eliminate your position of Chief Financial & Strategy Officer. The purpose of this letter agreement (this “Agreement”) is to establish an amicable arrangement for ending your employment relationship with, and to set forth the terms of your separation from, the Company.1The Severance Payments described below are contingent on your agreement to, and compliance with, the terms of this Agreement, including your signing and not revoking of this Agreement. This Agreement will become effective and enforceable on the eighth (8th) day after you sign it, provided it is not revoked before that time (the “Effective Date”).

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Execution Version $2,000,000,000 REVOLVING CREDIT FACILITY AGREEMENT among SOUTHWEST AIRLINES CO., THE BANKS PARTY HERETO, BARCLAYS BANK PLC, BANK OF AMERICA, N.A., BNP PARIBAS, GOLDMAN SACHS BANK USA, MORGAN STANLEY SENIOR FUNDING, INC., PNC BANK, NATIONAL ASSOCIATION, STANDARD CHARTERED BANK, U.S. BANK NATIONAL ASSOCIATION and WELLS FARGO BANK, N.A., as Documentation Agents and JPMORGAN CHASE BANK, N.A. and CITIBANK, N.A., as Co-Administrative Agents and JPMORGAN CHASE BANK, N.A., as Paying Agent as of August 10, 2026 JPMORGAN CHASE BANK, N.A., BARCLAYS BANK PLC, BNP PARIBAS, BOFA SECURITIES, INC., CITIBANK, N.A., GOLDMAN SACHS BANK USA, MORGAN STANLEY SENIOR FUNDING, INC., PNC CAPITAL MARKETS LLC, STANDARD CHARTERED BANK, U.S. BANK NATIONAL ASSOCIATION, and WELLS FARGO SECURITIES, LLC, as Joint Lead Arrangers and Joint Bookrunners

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SEPARATION AND DISTRIBUTION AGREEMENT

THIS SEPARATION AND DISTRIBUTION AGREEMENT (the “Agreement”) is made and entered into as of the 22 day of June 22, 2026, by and between ABVC BioPharma, Inc., a Nevada corporation (“Parent”), and BioKey (Cayman), Inc., a Cayman Islands exempted company with limited liability and wholly owned subsidiary of Parent (“Subsidiary”) (each, a “Party,” and collectively, the “Parties”).

R E C I T A L S

WHEREAS, the Board of Directors of Parent has determined that it is in the best interests of Parent and its shareholders to separate the business of the Subsidiary from that of the Parent through a spin-off transaction in which Parent will distribute a portion of its equity interest in Subsidiary while retaining a controlling interest therein (the “Separation”);

WHEREAS, in order to effect the Separation, the Board of Directors of Parent has determined that it is in the best interests of Parent and its shareholders to distribute to Parent’s shareholders, on a pro rata basis on terms contained in this Agreement, 10% of the Subsidiary’s ordinary shares, par value $[ ] per share (the “Ordinary Shares”) held by the Parent (the “Distribution”);

WHEREAS, following the Distribution, Parent will continue to own the remaining 90% of the Ordinary Shares; and

WHEREAS, the Parties intend to set forth the principal corporate arrangements between the Parties with respect to the Separation and the Distribution in this Agreement.

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KNIGHTSCOPE, INC.

FORM OF AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (the “Agreement”) is entered into as of the Effective Date (as defined below) by and between Knightscope, Inc. (the “Company”), and _______________ (“Executive”).

WHEREAS, the Company and Executive previously entered into an Employment Agreement, dated as of _______________ (collectively, the “Prior Employment Agreement”); and

WHEREAS, the Company and Executive desire to amend and restate the Prior Employment Agreement as set forth herein.

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

1.Duties and Scope of Employment.

(a)Positions and Duties. As of the Effective Date, Executive will continue to serve as the Company’s _______________. Executive will render such business and professional services in the performance of Executive’s duties, consistent with Executive’s position within the Company, as will reasonably be assigned to Executive by the Company’s _______________. The period of Executive’s employment under this Agreement is referred to herein as the “Employment Term.”

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