EX-10.4
from 8-K
2 pages
Amendment No. 1 Dated December 14, 2025 (The “Amendment”) Entered Into by and Among (I) Avalon GloboCare Corp., a Delaware Corporation (“Purchaser”), (II) Avalon Quantum Ai, LLC, a Nevada Limited Liability Company and a Wholly-Owned Subsidiary of Purchaser (“Merger Sub”), and (III) Rpm Interactive, Inc., a Nevada Corporation (The “Company”), Which Hereby Amends the Agreement and Plan of Merger Dated December 12, 2025 (The “Merger Agreement”) Entered Into by and Among Purchaser, Merger Sub and the Company. the Merger Agreement Is Hereby Amended as Follows: 1. the Second Sentence of Section 5.7(a) of the Merger Agreement Is Hereby Deleted in Its Entirety and Replaced With the Following Sentence: “The Purchaser Shall Use Its Commercially Reasonable Efforts to Hold the Purchaser Special Meeting on May 12, 2026 or as Soon Thereafter as Is Reasonably Practicable With the Recommendation of the Purchaser’s Board of Directors That Such Proposal(s) Be Approved.” Except as Set Forth Above, the Merger Agreement Shall Remain in Full Force and Effect
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EX-10.1
from 8-K
1 page
This Waiver (“Waiver”) With Respect to the Senior Secured Promissory Note, Dated June 5, 2024 (The “Note”), Is Entered Into as of July 28, 2025 (The “Execution Date”), by and Between Avalon GloboCare Corp., a Delaware Corporation (The “Company”) and Mast Hill Fund, L.P., a Delaware Limited Partnership (“Holder”). the Company and the Holder Entered Into the Note Pursuant to a Securities Purchase Agreement Dated June 5, 2024 (The “Agreement”). Each of the Company and Holder Is a “Party” to This Waiver and the Company and the Holder, Collectively, the “Parties” Hereto. the Parties Hereto Hereby Agree as Follows: 1. the Maturity Date (As Defined in the Note) of the Note Shall Be Extended to August 31, 2025, Effective as of June 5, 2025. 2. Except as Set Forth Above, All of the Terms, Conditions and Provisions of the Note and Agreement Shall Be and Remain in Full Force and Effect. Capitalized Terms Used but Not Defined Herein Shall Have the Meanings Given to Them in the Note. in Witness Whereof, the Parties Hereto Have Caused This Waiver to Be Executed on the Execution Date. Company: Avalon GloboCare Corp. By: /S/ Luisa Ingargiola Name: Luisa Ingargiola Title: Chief Financial Officer Holder: Mast Hill Fund, L.P. By: /S/ Patrick Hassani Name: Patrick Hassani Title: Chief Investment Officer
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