Browse EX-10 agreements

EXCHANGE AGREEMENT

This Exchange Agreement (this “Agreement”), dated as of September 18, 2026, is entered into by and between Big Digital Energy, Inc., a Delaware corporation (the “Company”), and Endeavor Blockchain, LLC, an Arkansas limited liability company (the “Holder,” and together with the Company, the “Parties”).

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WHEREAS, the Company previously issued that certain Revolving Line of Credit Promissory Note, dated May 28, 2026, in favor of the Holder, which has an outstanding balance consisting of (i) $2,500,000.00 unpaid principal and (ii) $68,815.71 accrued and unpaid interest as of the date hereof (the “Note”);

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WHEREAS, subject to the terms and conditions set forth in this Agreement, the Parties wish to exchange (the “Exchange”) all of the outstanding principal and accrued interest under the Note (collectively, the “Exchange Debt”) for 442,899 shares of common stock, par value $0.001 per share (“Common Stock”), to be issued by the Company to the Holder (the “Shares”); and

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REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 18, 2026, between Big Digital Energy, Inc., a Delaware corporation (the “Company”), and Endeavor Blockchain, LLC, an Arkansas limited liability company (“Endeavor,” and together with the Company, the “Parties”). This Agreement is made pursuant to the Exchange Agreement, dated as of the date hereof, between the Company and Endeavor (the “Exchange Agreement”).

The Parties hereby agree as follows:

1. Definitions.

Capitalized terms used and not otherwise defined herein that are defined in the Exchange Agreement shall have the meanings given such terms in the Exchange Agreement. As used in this Agreement, the following terms shall have the following meanings:

“Advice” has the meaning set forth in Section 6(c).

“Agreement” has the meaning set forth in the preamble.

“Company” has the meaning set forth in the preamble.

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FF EAI ROBOTICS INC.

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2026 EQUITY INCENTIVE PLAN

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I. INTRODUCTION

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**1.1 Purposes. **The purposes of the FF EAI Robotics Inc. 2026 Equity Incentive Plan (this “Plan”) are (i) to align the interests of the Company’s stockholders and the recipients of awards under this Plan by increasing the proprietary interest of such recipients in the Company’s growth and success, (ii) to advance the interests of the Company by attracting and retaining directors, officers, other employees, consultants, independent contractors and agents, including individuals who provide services to the Company under a services agreement with the Parent or an affiliate of the Parent, and (iii) to motivate such persons to act in the long-term best interests of the Company and its stockholders. This Plan is established at the level of the Company, which is a majority owned subsidiary of the Parent. This Plan is intended to operate as an unregistered plan in reliance on Rule 701 and Section 4(a)(2) of the Securities Act and, with respect to offers and sales in the State of California, o

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FF EAI ROBOTICS INC.

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2026 EQUITY INCENTIVE PLAN

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STOCK OPTION AGREEMENT

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(United States)

Any capitalized terms used but not defined in this Stock Option Agreement (this “Option Agreement”) shall have the meanings ascribed to such terms in the FF EAI Robotics Inc. 2026 Equity Incentive Plan (as amended from time to time, the “Plan”). In the event of any conflict between this Option Agreement and the Plan, the Plan shall prevail.

NOTICE OF STOCK OPTION GRANT

Name: _________________________________

Address: _________________________________

The Holder named above has been granted an option (the “Option”) to purchase shares (the “Shares”) of common stock, without par value, of FF EAI Robotics Inc., a California corporation (the “Company”), subject to the terms and conditions of the Plan and this Option Agreement, as follows:

Date of Grant: _________________________________

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FORM OF REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 23, 2026 between HCW Biologics Inc., a Delaware corporation (the “Company”), and each purchaser appearing on the signature page to the Purchase Agreement (as defined below) (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

WHEREAS, the Company and the Purchasers are parties to that certain Securities Purchase Agreement, dated as of the date of this Agreement (the “Purchase Agreement”), pursuant to which the Purchasers are purchasing (i) shares of Common Stock (the “Shares”), (ii) Pre-Funded Warrants (the “Pre-Funded Warrants”) to purchase shares of Common Stock (the “Pre-Funded Warrant Shares”), and (iii) Common Stock Purchase Warrants (the “Common Warrants”) to purchase shares of Common Stock (the “Common Warrant Shares” and together with the Pre-Funded Warrant Shares, the “Warrant Shares”) of the Company; and

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FORM OF SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is entered into and made effective as of September 23, 2026, by and among HCW Biologics Inc., a Delaware corporation (the “Company”), each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

RECITALS

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an exemption from the registration requirements of Section 5 of the Securities Act contained in Section 4(a)(2) thereof and/or Rule 506(b) of Regulation D thereunder, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) and other securities of the Company as more fully described in this Agreement;

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ASSIGNMENT AND ASSUMPTION AGREEMENT

(Pole Canyon Option Agreement)

This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is entered into as of September 23, 2026 (the “Effective Date”), by and among:

SPARTAN CREST CAPITAL CORP., a corporation organized and existing under the laws of the Province of Ontario, Canada, with an address at 21 Taylor Dr, Toronto, Ontario M4C 3B4 (the “Assignor” or “Spartan Crest”);

NEWTON GOLF COMPANY, INC., a corporation organized and existing under the laws of the State of Delaware, with its common stock, par value $0.01 per share (the “Common Stock”), listed on the Nasdaq Stock Market (Nasdaq: NWTG), with an address at 551 Calle San Pablo, Camarillo, California 93012 (the “Assignee” or “Newton Golf”); and

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EXECUTION VERSION

DEED OF VARIATION AND NOVATION

This deed of variation and novation (this Deed) is dated 23 September 2026 and is made between:

(1)	80 MILE PLC, a company incorporated in England and Wales with company number 05389216, of 6 Heddon Street, London W1B 4BT (80 Mile); and

(2)	MARCH GL COMPANY, a company incorporated under the laws of the State of Texas, of 290 Dexter Street, Denver, CO 80220, USA (March GL),

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WARRANT EXCHANGE AGREEMENT

THIS WARRANT EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of [●], 2026 (the “Effective Date”), by and between Newton Golf Company, Inc., formerly known as Sacks Parente Golf, Inc., a Delaware corporation (the “Company”), and [●], a [●] (“Seller”).

WHEREAS, Seller is the legal and beneficial owner of Series A Common Warrants to Purchase Common Stock issued by the Company on December 13, 2024 (the “Warrants”), which, as originally issued, entitled Seller to purchase up to [ORIGINAL WARRANT SHARE COUNT] shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at an initial exercise price of $2.40 per share; and

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is made as of September 23, 2026 by and between Brightline Interactive, Inc., a Nevada corporation (the “Company”), and ________________________________ (the “Purchaser”).

The Company, on the one hand, and the Purchaser, on the other hand, are hereinafter each referred to as a “Party” and collectively as the “Parties.”

W I T N E S S E T H:

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SHARE PURCHASE AGREEMENT

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DATED SEPTEMBER 24, 2026

between

THE ELMET GROUP CO.

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and

MASAN HORIZON COMPANY LIMITED

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TABLE OF CONTENTS

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	Page
Article 1.   DEFINITIONS AND INTERPRETATION	1
Section 1.01   Definitions	1
Section 1.02   Interpretation	7
Article 2.   SALE AND PURCHASE OF SHARES	8
Section 2.01   Sale and Purchase of Shares	8
Section 2.02   Payment of Purchase Price and Settlement Arrangements	8

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