Browse EX-10 agreements

LOAN AGREEMENT AND PROMISSORY NOTE

Principal Amount: US $125,000.00	Effective Date: August 7, 2026

This Loan Agreement and Promissory Note (this “Note”) is made and entered into as of the Effective Date set forth above by and between **Pavlina Bains, **an individual residing in [Miami-Dade County, Florida] (“Lender”), and **Space-Eyes, Inc., **a [Delaware] corporation with its principal place of business in Miami, Florida (“Borrower” or the “Company”). Lender and Borrower are each a “Party” and together the “Parties.”

RECITALS

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WHEREAS, Lender is an officer and director of Borrower, and this Note constitutes a related-party transaction that has been reviewed and approved by the disinterested member(s) of Borrower’s Board of Directors in accordance with applicable law and Borrower’s governance policies;

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LOAN AGREEMENT AND PROMISSORY NOTE

Principal Amount: US $125,000.00	Effective Date: July 31, 2026

This Loan Agreement and Promissory Note (this “Note”) is made and entered into as of the Effective Date set forth above by and between Pavlina Bains, an individual residing in [Miami-Dade County, Florida] (“Lender”), and **Space-Eyes, Inc., **a [Delaware] corporation with its principal place of business in Miami, Florida (“Borrower” or the “Company”). Lender and Borrower are each a “Party” and together the “Parties.”

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RECITALS

WHEREAS, Lender is an officer and director of Borrower, and this Note constitutes a related-party transaction that has been reviewed and approved by the disinterested member(s) of Borrower’s Board of Directors in accordance with applicable law and Borrower’s governance policies;

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EXECUTION VERSION

OMNIBUS AMENDMENT TO SECURITIES PURCHASE AGREEMENT,
SECURITY AGREEMENT, WARRANTS AND NOTES

OMNIBUS AMENDMENT TO SECURITIES PURCHASE AGREEMENT, SECURITY AGREEMENT, WARRANTS AND NOTES dated as of July 30, 2026 (this “Amendment”), to (a) the Securities Purchase Agreement, dated as of August 19, 2025, and April 20, 2026, and accepted by the Space-Eyes, Inc., a Delaware corporation (the “Company”), as to the Purchasers (as defined therein) on August 19, 2025, September 5, 2025, September 15, 2025, September 29, 2025, and April 20, 2026 (the “Purchase Agreement”), by and among the Company and Purchasers having Subscription Amounts in the aggregate equal to at least equal to fifty percent (50%) of the aggregate Subscription Amounts for all Purchasers (the “Required Purchasers”), (b) the Security Agreement, dated August 19, 2025, and April 20, 2026, between the Company and Christopher Carlin, as the Collateral Agent (as defined therein) for the benefit of the Secured Parties (as defined therein), and (c) the other Transaction Documents.

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LOAN AGREEMENT AND PROMISSORY NOTE

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**Principal Amount: **US $100,000.00	** **	Effective Date: July 21, 2026

This Loan Agreement and Promissory Note (this “Note”) is made and entered into as of the Effective Date set forth above by and between Pavlina Bains, an individual residing in Miami-Dade County, Florida (“**Lender”), **and Space-Eyes, Inc., a Delaware corporation with its principal place of business in Miami, **Florida (“Borrower” or the “Company”). Lender and Borrower are each a “Party” and together the “Parties.”

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RECITALS

WHEREAS, Lender is an officer and director of Borrower, and this Note constitutes a related-party transaction that has been reviewed and approved by the disinterested member(s) of Borrower’s Board of Directors in accordance with applicable law and Borrower’s governance policies;

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SECURITY AGREEMENT

This SECURITY AGREEMENT (this “Agreement”), dated as of April 20, 2026, is made by and among Space Eyes, Inc., a Delaware corporation (the “Grantor”), Christopher Carlin, as the Collateral Agent, and the secured parties listed on the signature pages hereof (collectively, the “Secured Parties” and each, individually, a “Secured Party”).

RECITALS

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WHEREAS, pursuant to that certain Securities Purchase Agreement, dated even date herewith (as may be amended, restated, supplemented, or otherwise modified from time to time, including all schedules and exhibits thereto, collectively, the “Securities Purchase Agreement”), by and among the Grantor and the Secured Parties, Grantor has agreed to sell, and each of those Secured Parties have each agreed to purchase, severally and not jointly, certain senior secured convertible notes in the aggregate original principal amount of approximately $10,000,000; provided however the Company may issue up to an additional $2,500,000 aggregate original principal amount of Notes in the sole discretion

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SECURITY AGREEMENT

This SECURITY AGREEMENT (this “Agreement”), dated as of August 19, 2025 is made by and among Space Eyes, Inc., a Delaware corporation (the “Grantor”), Christopher Carlin, as the Collateral Agent, and the secured parties listed on the signature pages hereof (collectively, the “Secured Parties” and each, individually, a “Secured Party”).

RECITALS

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WHEREAS, pursuant to that certain Securities Purchase Agreement, dated even date herewith (as may be amended, restated, supplemented, or otherwise modified from time to time, including all schedules and exhibits thereto, collectively, the “Securities Purchase Agreement”), by and among the Grantor and the Secured Parties, Grantor has agreed to sell, and each of those Secured Parties have each agreed to purchase, severally and not jointly, certain senior secured convertible notes in the aggregate original principal amount of approximately $10,000,000 (the “Offering Notes”); and

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LOAN AGREEMENT AND PROMISSORY NOTE

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Principal Amount: US $100,000.00		Effective Date: July 23, 2026

This Loan Agreement and Promissory Note (this “Note”) is made and entered into as of the Effective Date set forth above by and between The Monroe Trust (“**Lender”), **and Space-Eyes, Inc., a Delaware corporation with its principal place of business in Miami, **Florida (“Borrower” or the “Company”). Lender and Borrower are each a “Party” and together the “Parties.”

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RECITALS

WHEREAS, Lender is an officer and director of Borrower, and this Note constitutes a related-party transaction that has been reviewed and approved by the disinterested member(s) of Borrower’s Board of Directors in accordance with applicable law and Borrower’s governance policies;

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LOAN AGREEMENT AND PROMISSORY NOTE

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Principal Amount: US $250,000.00	Effective Date: July 20, 2026

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This Loan Agreement and Promissory Note (this “Note”) is made and entered into as of the Effective Date set forth above by and between Pavlina Bains, an individual residing in [Miami-Dade County, Florida] (“**Lender”), and Space-Eyes, Inc., **a [Delaware] corporation with its principal place of business in Miami, Florida (“Borrower” or the “Company”). Lender and Borrower are each a “Party” and together the “Parties.”

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RECITALS

WHEREAS, Lender is an officer and director of Borrower, and this Note constitutes a related-party transaction that has been reviewed and approved by the disinterested member(s) of Borrower’s Board of Directors in accordance with applicable law and Borrower’s governance policies;

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of August 19, 2026, between Space Eyes, Inc., a Delaware corporation (the “Company”), and the purchasers identified on the signature pages hereto (individually, a “Purchaser” and collectively, the “Purchasers”).

A. The Company and each Purchaser is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506 of Regulation D (“Regulation D”), as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.

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AMENDED AND RESTATED SENIOR SUBORDINATED SECURED CONVERTIBLE NOTE

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NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS 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. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.

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COMMON STOCK PURCHASE AGREEMENT

THIS COMMON STOCK PURCHASE AGREEMENT (this “Agreement”), is made as of September 16, 2026, by and among Space-Eyes, Inc., a Delaware corporation (the “Company”), and the investors listed on Exhibit A attached to this Agreement (each a “Purchaser” and together the “Purchasers”).

The parties hereby agree as follows:

1. Purchase and Sale of Common Stock.

1.1 Sale and Issuance of Common Stock.

(a) Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase, and the Company agrees to sell and issue to each Purchaser, at the applicable Closing (as defined below) that number of shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), set forth opposite each Purchaser’s name on Exhibit A with respect to such Closing, at a purchase price of $28.98920442 per share. The maximum number of shares of the Common Stock to be sold pursuant to this Agreement shall be equal to 344,956 resulting in an aggregate purchase price of $10,000,000.00. The shares of the Common Stock issued to the Purc

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of April 20, 2026, between Space Eyes, Inc., a Delaware corporation (the “Company”), and the purchasers identified on the signature pages hereto (individually, a “Purchaser” and collectively, the “Purchasers”).

A. The Company and each Purchaser is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506 of Regulation D (“Regulation D”), as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.

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