Browse EX-10 agreements

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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OMNIBUS AMENDMENT #2 TO BRIDGE LOAN DOCUMENTS

This Omnibus Amendment #2 (the “Amendment #2”) is entered into as of September 2, 2025, by and among Alternative Ballistics Corporation, a Nevada corporation (the “Company”), and Solyco CAC LLC, a Michigan limited liability company (the “Investor”).

RECITALS

WHEREAS, the Company and the Investor are parties to that certain Subscription Agreement, Convertible Note, and Warrant Agreement, each dated August 2, 2024, and that certain Amended and Restated Warrant Agreement dated January 21, 2025, together with all related documents (collectively, as amended by Omnibus Amendment to Bridge Loan Documents dated July 22, 2025, the “Transaction Documents”);

WHEREAS, the parties desire to amend the Transaction Documents as set forth herein.

AMENDMENT

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NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH MAY BE THE LEGAL COUNSEL OPINION (AS DEFINED IN THE PURCHASE AGREEMENT)), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A OR REGULATION S UNDER SAID ACT OR OTHER APPLICABLE EXEMPTION. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

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NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE S E CURITI E S ACT O F 1933, AS AMENDED (T HE “1933 ACT”), OR ANY U.S. STATE. SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAW. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.

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CONVERTIBLE GRID PROMISSORY NOTE

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Exhibit 10.1

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THE SECURITIES REPRESENTED BY THIS CERTIFICATE 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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ALTERNATIVE BALLISTICS CORPORATION,

A NEVADA CORPORATION

CONVERTIBLE NOTE

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ALTERNATIVE BALLISTICS CORPORATION,

A NEVADA CORPORATION

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BRIDGE LOAN OFFERING DOCUMENTS

February 2, 2026

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Documents included in this package:

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	1.	Instructions for Payment
	2.	Subscription Agreement
	3.	Investor Representations and Warranties Agreement
	4.	Convertible Note
	5.	Warrant Agreement

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THIRD AMENDMENT TO CONVERTIBLE PROMISSORY NOTE

This THIRD AMENDMENT TO CONVERTIBLE PROMISSORY NOTE (this “Third Amendment”) is dated effective as of May 21, 2025 (the “Amendment Effective Date”), by and between Alternative Ballistics Corporation, a Nevada Corporation (the “Company”) and Sky Financial & Intelligence LLC (“Sky”), and Kenneth Haller (“Haller”), or their respective assignees (Sky and Haller, collectively referred to as “Holder” and together with the Company, the “Parties”).

WHEREAS, the Company and the Holder entered into that certain Convertible Promissory Note, dated as of March 29, 2022, pursuant to which the Company issued to the Holder a convertible promissory note in the original principal amount of $1,000,000 (together with all accrued interest thereon, the “Original Note”);

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OMNIBUS AMENDMENT TO BRIDGE LOAN DOCUMENTS

This Omnibus Amendment (the “Amendment”) is entered into as of July 22, 2025, by and among Alternative Ballistics Corporation, a Nevada corporation (the “Company”), and Solyco CAC LLC, a Michigan limited liability company (the “Investor”).

RECITALS

WHEREAS, the Company and the Investor are parties to that certain Subscription Agreement, Convertible Note, and Warrant Agreement, each dated January 28, 2025, together with all related documents (collectively, the “Transaction Documents”);

WHEREAS, the parties desire to amend certain terms of the Transaction Documents as set forth herein.

AMENDMENT

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2025 Executive Employment Agreement

This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made as of signing on May 3, 2025 with an effective date of May 1, 2025 (the “Effective Date”), by and between Alternative Ballistics Corporation, a Nevada corporation (together with its successors and assigns, the “Company”), and Steven Luna (“Executive”). This agreement is made new for the calendar year 2025 and supersedes all prior agreements.

RECITALS

WHEREAS, the Company and Executive entered into that certain Executive Employment Agreement, dated December 1, 2021 and Company and Executive later amended and restated the Agreement as of August 23, 2024 (the “Prior Agreement”). This new agreement will immediately take effect and supersede the Prior Agreements in its entirety as set forth in this Agreement; and

WHEREAS, the Company desires to employ Executive, and Executive desires to be employed by the Company, as the Company’s Chief Executive Officer.

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NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH MAY BE THE LEGAL COUNSEL OPINION (AS DEFINED IN THE PURCHASE AGREEMENT)), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A OR REGULATION S UNDER SAID ACT OR OTHER APPLICABLE EXEMPTION. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

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OMNIBUS AMENDMENT #2 TO BRIDGE LOAN DOCUMENTS

This Omnibus Amendment #2 (the “Amendment #2”) is entered into as of September 2, 2025, by and among Alternative Ballistics Corporation, a Nevada corporation (the “Company”), and Solyco CAC LLC, a Michigan limited liability company (the “Investor”).

RECITALS

WHEREAS, the Company and the Investor are parties to that certain Subscription Agreement, Convertible Note, and Warrant Agreement, each dated August 2, 2024, and that certain Amended and Restated Warrant Agreement dated January 21, 2025, together with all related documents (collectively, as amended by Omnibus Amendment to Bridge Loan Documents dated July 22, 2025, the “Transaction Documents”);

WHEREAS, the parties desire to amend the Transaction Documents as set forth herein.

AMENDMENT

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Exhibit 10.3

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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 [NAME OF DIRECTOR] (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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