EQUITY KICKER AND REGISTRATION RIGHTS AGREEMENT
Exhibit 10.20
Certain information has been excluded as marked by [*] from this exhibit because it (i) is not material and (ii) would be competitively harmful if publicly disclosed.
EQUITY KICKER AND REGISTRATION RIGHTS AGREEMENT
This Equity Kicker and Registration Rights Agreement (this “Agreement”) dated as of December 26th 2025, is made between EXYN TECHNOLOGIES, INC. (“Borrower”) and MAXIMCASH SOLUTIONS, LLC as lender (the “Lender” or “Holder”), pursuant to that certain Business Loan and Security Agreement entered into as of the date hereof between the parties hereto (the “Loan Agreement”). All capitalized terms not otherwise defined herein shall have the meanings set forth in the Loan Agreement.
RECITALS
| A. | ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ have contemporaneously entered into that certain Loan Agreement dated December 26th 2025 as of the date hereof pursuant to which, among other covenants and representations and warranties |
| B. | As additional consideration for the Loan, the Company has agreed to issue equity securities to Holder upon the consummation of the Company’s initial public offering. |
| C. | The parties desire to set forth their respective rights and obligations with respect to such equity issuance and related registration rights. |
Now, therefore, for consideration duly received it is hereby agreed as follows:
1. Equity Kicker Issuance. Upon the consummation of the Company’s firmly underwritten initial public offering of equity securities (the “IPO”), the Company shall issue to Maximcash Solutions LLC, that number of shares of the Company’s (or the publicly traded successor entity’s) common stock having an aggregate value of One Hundred Twenty Thousand Dollars ($120,000), calculated based on the public offering price per share in the IPO (the “Equity Kicker Shares”). The Equity Kicker Shares shall be duly authorized, validly issued, fully paid and non-assessable, and shall be issued in the name of Maximcash Solutions LLC. The Equity Kicker Shares and related rights are independent of, and shall not be subordinated to, any equity or conversion rights of Neolync Holdings Ltd. or any other creditor or equity holder, and no third-party consent shall be required for their issuance, registration, resale, or enforcement.
2. Registration Rights; IPO Registration Statement. The Company shall include the Equity Kicker Shares as selling shareholder shares in the registration statement filed with the U.S. Securities and Exchange Commission in connection with the IPO (the “Registration Statement”). Without limiting the foregoing, the Company shall:
| (a) | List Maximcash Solutions LLC as a selling shareholder in the Registration Statement; |
| (b) | Register the Equity Kicker Shares for resale under the Securities Act of 1933, as amended; and |
| (c) | Cause the Registration Statement to be declared effective on or prior to the closing of the IPO. |
The Company shall not enter into any underwriter lock-up or contractual restriction that would prohibit or materially impair ▇▇▇▇▇▇’s resale rights expressly set forth herein.
3. Bleed-Out; Staged Resale. Notwithstanding the effectiveness of the Registration Statement, ▇▇▇▇▇▇’s resale of the Equity Kicker Shares shall be subject to the following staged resale provisions:
| (a) | At IPO Closing: Holder may sell up to fifty percent (50%) of the Equity Kicker Shares; |
| (b) | Post-IPO Period: The remaining fifty percent (50%) of the Equity Kicker Shares may be sold commencing thirty (30) days following the IPO closing date. |
4. IPO Failure Backstop. If the Company has not consummated an initial public offering on or before June 30, 2026, then, at Lender’s election, the Company shall either:
| (i) | issue the Equity Kicker Shares based on a valuation reasonably determined by ▇▇▇▇▇▇, or |
| (ii) | pay Lender a cash equity kicker in the amount of $120,000, which amount shall be due and payable immediately. |
5. Further Assurances. The Company shall execute and deliver such documents and take such actions as may be reasonably requested by ▇▇▇▇▇▇ to effectuate the intent of this Agreement, including selling shareholder questionnaires, transfer agent instructions, and customary IPO documentation.
6. Lender May Perform. If the Borrower fails to perform any agreement contained herein, the Lender may itself perform, or cause performance of, such agreement, and the expenses of the Agent and/or Lender incurred in connection therewith shall be payable by Borrower.
7. Survival. The rights and obligations set forth in this Agreement shall survive repayment in full of the Loan and termination of the Loan Agreement.
8. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Utah without regard to conflict-of-laws principles.
Signature Page
The undersigned hereby, as a duly and appointed authorized agent of ▇▇▇▇▇▇▇▇ and each Secured Guarantor, and in each signer’s individual as a Guarantor, affirm that each has read and understand the terms and conditions of, consent to and agree to be bound by, the attached Agreement and the attached Authorization Agreement.
| Borrower: EXYN TECHNOLOGIES, INC. | ||
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ | 12/26/2025 | |
| Signature of Authorized Officer of Borrower | Date | |
| ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ | CEO | |
| Printed Name of Signer | Title of Signer | |
| [*] | ||
| Tax ID of Borrower |
| Guarantor: EXYN TECHNOLOGIES, INC. | ||
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ | 12/26/2025 | |
| Signature of Authorized Officer of Borrower | Date | |
| ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ | ||
| Printed Name of Signer |
| Secured Guarantor: EXYN TECHNOLOGIES, INC. | ||
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ | 12/26/2025 | |
| Signature of Authorized Officer of Borrower | Date | |
| ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ | CEO | |
| Printed Name of Signer | Title of Signer | |
| [*] | ||
| Tax ID of Borrower |
For Lenders Use Only: This Agreement has been received and accepted by Lender in Utah after being signed by ▇▇▇▇▇▇▇▇ and any Guarantor(s) (including any Secured Guarantor(s))
| Lender: MAXIMCASH SOLUTIONS LLC | ||
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | 12/26/2025 | |
| Signature of Authorized Officer of Lender | Date | |
| ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | CEO | |
| Printed Name of Signer | Title of Signer |
IPO ACCELERATION AND MANDATORY PREPAYMENT AGREEMENT
This IPO Acceleration and Mandatory Prepayment Agreement (this “Acceleration Agreement”) dated as of December 26th 2025, is made between EXYN TECHNOLOGIES, INC. (“Borrower”) and MAXIMCASH SOLUTIONS, LLC as lender (the “Lender”), pursuant to that certain Business Loan and Security Agreement entered into as of the date hereof between the parties hereto (the “Loan Agreement”). All capitalized terms not otherwise defined herein shall have the meanings set forth in the Loan Agreement.
RECITALS
| A. | ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ have contemporaneously entered into that certain Loan Agreement December 26th 2025 as of the date hereof pursuant to which, among other covenants and representations and warranties |
| B. | The parties desire to clarify that the consummation of an initial public offering shall result in automatic acceleration and repayment of the Loan. |
Now, therefore, for consideration duly received it is hereby agreed as follows:
1. Mandatory Prepayment Upon IPO. Notwithstanding anything to the contrary contained in the Loan Agreement or any other Loan Document, upon the consummation of the Borrower’s initial public offering of equity securities (the “IPO”), or similar public company event, the outstanding principal balance of the Loan, together with all accrued and unpaid interest, fees, costs, premiums, and all other amounts owing under the Loan Documents, shall automatically and immediately become due and payable in full, without notice or demand. Such payment shall be made contemporaneously with, and as a condition to, the closing of the IPO. The Borrower acknowledges that an IPO constitutes a mandatory prepayment event and shall not be deemed a voluntary prepayment.
2. No Impact on Equity Kicker. The mandatory prepayment of the Loan pursuant to this Acceleration Agreement shall not:
| (a) | reduce, offset, or otherwise affect the Lender’s entitlement to the Equity Kicker Shares; |
| (b) | impair any rights granted under the Equity Kicker and Registration Rights Agreement; or |
| (c) | be deemed satisfaction or extinguishment of any equity-based consideration. |
3. Notice and Cooperation. The Borrower shall provide the Lender with reasonable prior written notice of the anticipated IPO closing date and shall cooperate in good faith to effectuate repayment of the Loan in accordance with this Agreement.
4. Governing Law. This Acceleration Agreement shall be governed by and construed in accordance with the laws of the State of Utah, without regard to conflict-of-laws principles.
[Signature Page Below]
Signature Page
The undersigned hereby, as a duly and appointed authorized agent of ▇▇▇▇▇▇▇▇ and each Secured Guarantor, and in each signer’s individual as a Guarantor, affirm that each has read and understand the terms and conditions of, consent to and agree to be bound by, the attached Agreement and the attached Authorization Agreement.
| Borrower: EXYN TECHNOLOGIES, INC. | ||
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ | 12/26/2025 | |
| Signature of Authorized Officer of Borrower | Date | |
| ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ | CEO | |
| Printed Name of Signer | Title of Signer | |
| [*] | ||
| Tax ID of Borrower |
| Guarantor: EXYN TECHNOLOGIES, INC. | ||
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ | 12/26/2025 | |
| Signature of Authorized Officer of Borrower | Date | |
| ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ | ||
| Printed Name of Signer |
| Secured Guarantor: EXYN TECHNOLOGIES, INC. | ||
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ | 12/26/2025 | |
| Signature of Authorized Officer of Borrower | Date | |
| ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ | CEO | |
| Printed Name of Signer | Title of Signer | |
| [*] | ||
| Tax ID of Borrower |
For Lenders Use Only: This Agreement has been received and accepted by Lender in Utah after being signed by ▇▇▇▇▇▇▇▇ and any Guarantor(s) (including any Secured Guarantor(s))
| Lender: MAXIMCASH SOLUTIONS LLC | ||
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | 12/26/2025 | |
| Signature of Authorized Officer of Lender | Date | |
| ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | CEO | |
| Printed Name of Signer | Title of Signer |