Browse EX-10 agreements

Certain personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K. [***] indicates that information has been redacted.

COURTESY TRANSLATION This document is a courtesy English translation prepared by artificial intelligence for information purposes only. In the event of any discrepancy or inconsistency between this translation and the original Italian-language version of the Agreement, the Italian-language version shall prevail in all respects.

INVESTMENT AGREEMENT

between

Carlo Ulacco, born in Rome (RM) on [***], tax code [***], resident at [***], [***] (“CU”);

and

Ambrogio D’Arrezzo, born in Crecchio (CH) on [***], tax code [***], resident at [***], [***] (“ADA”);

and

Andrea Lodi, born in Carpi (MO) on [***], tax code [***], resident in [***], [***] (“AL” and, together with CU and ADA, the “Existing Shareholders");

- on the one hand -

…

THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS PROMISSORY NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

UNSECURED PROMISSORY NOTE

Principal Amount: $191,475.00	Date: July 8, 2026

…

**SECURITIES PURCHASE AGREEMENT **

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of July 13, 2026, by and among Agenus Inc., a Delaware corporation (the “Company”), and each of the entities listed on Exhibit A attached to this Agreement (each, an “Investor” and together, the “Investors”).

WHEREAS, the Company and the Investors are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act;

…

**REGISTRATION RIGHTS AGREEMENT **

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 13, 2026, is entered into by and among Agenus Inc.,** **a Delaware corporation (the “Company”), and the several investors signatory hereto (individually as an “Investor” and collectively together with their respective permitted assigns, the “Investors”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement by and among the parties hereto, dated as of the date hereof (as amended, restated, supplemented and/or otherwise modified from time to time, the “Purchase Agreement”).

**WHEREAS: **

…

EMPLOYMENT AGREEMENT

** **

This Employment Agreement (the “Agreement”) is made by and between **Brand Engagement Network, Inc. **(“Employer”), and **Tyler Luck **(“Executive”). Employer and Executive are sometimes collectively referred to herein as the “Parties.”

WHEREAS, Employer wishes to employ Executive as its Chief Executive Officer on the terms set forth below.

WHEREAS, Executive desires to accept employment as Chief Executive Officer on the terms set forth below.

NOW, THEREFORE, in consideration of the mutual covenants, promises, and obligations set forth herein, the Parties agree as follows:

1.	DEFINITIONS:

** **

“Affiliates” as used in this Agreement shall mean any entities under common management and control of Employer, and all references to Employer herein shall include all Affiliates of Employer, unless the context requires otherwise.

…

NINTH AMENDED AND RESTATED

MANAGEMENT SERVICES AGREEMENT

BY AND BETWEEN

COMPASS GROUP DIVERSIFIED HOLDINGS LLC,

AND

COMPASS GROUP MANAGEMENT LLC

Amended and Restated as of July 12, 2026

Amended and Restated as of February 23, 2026

Amended and Restated as of January 15, 2025

Amended and Restated as of September 30, 2014

Amended and Restated as of July 1, 2013

Amended and Restated as of December 20, 2011

Amended and Restated as of December 15, 2009

Amended as of March 12, 2008

Amended and Restated as of April 2, 2007

Amended and Restated as of November 8, 2006

Originally effective as of May 16, 2006

---

TABLE OF CONTENTS

…

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of July 9, 2026, between Silo Pharma, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act (as defined below), and/or Rule 506 of Regulation D promulgated thereunder, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

** **

ARTICLE I.
DEFINITIONS

…

** **

EXHIBIT B

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 9, 2026, by and between Silo Pharma, Inc., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).

The Company and each Purchaser hereby agree as follows:

1. Definitions.

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

“Advice” shall have the meaning set forth in Section 6(d).

…

**REGISTRATION RIGHTS AGREEMENT **

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 9, 2026, is entered into by and among Cue Biopharma, Inc.,** **a Delaware corporation (the “Company”), and the several investors signatory hereto (individually as an “Investor” and collectively together with their respective permitted assigns, the “Investors”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement by and among the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

**WHEREAS: **

…

**SECURITIES PURCHASE AGREEMENT **

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of July 9, 2026, by and among Cue Biopharma, Inc., a Delaware corporation (the “Company”), and each of the purchasers listed on Exhibit A attached to this Agreement (each, an “Investor” and together, the “Investors”).

WHEREAS, the Company and the Investors are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act (as defined below) and Rule 506 of Regulation D promulgated under the Securities Act;

…

AMENDMENT NO. 1 TO

DEBT SATISFACTION AND PREFERRED STOCK

AMENDMENT AGREEMENT

This Amendment No. 1 to Debt Satisfaction and Preferred Stock Amendment Agreement (this “Amendment”) is made and entered into effective as of the 7th day of July, 2026 (the “Effective Date”) by and between Vivakor, Inc., a Nevada corporation (the “Company”), the holders of the Company’s Series A Convertible Preferred Stock as identified on signature page hereof (the “Holders”), and Ballengee Holdings, LLC (the “Ballengee Holdings”) in order to amend the terms of that certain Debt Satisfaction and Preferred Stock Amendment Agreement dated November 25, 2025 (the “Agreement”). The Company, the Holders and Ballengee Holdings shall each be referred to as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, the Holders currently own all the outstanding shares of the Company’s Series A Convertible Preferred Stock (the “Preferred Stock”);

…

** **

CELLECTAR BIOSCIENCES, INC.

2021 STOCK INCENTIVE PLAN, AS AMENDED

** SECTION 1. General Purpose of the Plan; Definitions**

The purpose of this 2021 Stock Incentive Plan (the “Plan”) is to encourage and enable officers and employees of, and other persons providing services to, Cellectar Biosciences, Inc. (the “Company”) and its Subsidiaries (as defined below) to acquire a proprietary interest in the Company. It is anticipated that providing such persons with a direct stake in the Company’s welfare will assure a closer identification of their interests with those of the Company and its stockholders, thereby stimulating their efforts on the Company’s behalf and strengthening their desire to remain with the Company.

The following terms shall be defined as set forth below:

…