Browse EX-10 agreements

THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS 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 MAKER THAT SUCH REGISTRATION IS NOT REQUIRED.

CONVERTIBLE PROMISSORY NOTE

Principal Amount: Up to $3,000,000	Dated as of June 30, 2026

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MUTUAL NOTE TERMINATION AGREEMENT

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June 30, 2026

This Mutual Note Termination Agreement (this “Agreement”) is entered into as of June 30, 2026, by and between Valuence Merger Corp. I (the “Maker”) and VMCA Sponsor, LLC (the “Payee”). The Maker and Payee are each referred to herein as a “Party” and together as the “Parties.”

WHEREAS, the Maker previously issued a certain Convertible Promissory Note to the Payee, dated as of February 27, 2026, in the principal amount of up to $1,500,000 (“Undrawn Note”);

WHEREAS, no amounts have ever been drawn down, and no principal or other amount is currently outstanding, under the Undrawn Note; and

WHEREAS, in connection with the Maker’s restructuring of its outstanding related-party advances and notes, the Maker and the Payee desire to terminate the Undrawn Note in their entirety, effective as of the date hereof;

NOW, THEREFORE, the Parties agree as follows:

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OMNIBUS NOTE EXCHANGE AND DEBT CONVERSION AGREEMENT

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June 30, 2026

This Omnibus Note Exchange and Debt Conversion Agreement (this “Agreement”) is entered into as of June 30, 2026, by and among Valuence Merger Corp. I (the “Company” or “Maker”), VMCA Sponsor, LLC (the “Sponsor” or “Original Payee”), CPC Sponsor Opportunities I, LP (“CPC I”), CPC Sponsor Opportunities I (Parallel), LP (“CPC I Parallel”), and NovoCG, LLC (“NovoCG”). The Company, Sponsor, CPC I, CPC I Parallel, and NovoCG are each referred to herein as a “Party” and together as the “Parties.”

WHEREAS, the Company previously issued a certain Convertible Promissory Note to the Original Payee, dated as of June 4, 2024, in the principal amount of up to $300,000 (the “Old Note”);

WHEREAS, the Company drew down the full $300,000 principal amount under the Old Note on June 4, 2024, which was funded by CPC I ($81,750), CPC I Parallel ($68,250), and NovoCG ($150,000), respectively, the entire balance of which remains outstanding as of the date hereof;

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MASTER SECURITY AGREEMENT

This Master Security Agreement, dated as of June 30, 2026 (as the same may from time to time be amended, restated, modified or supplemented, this “MSA”), is entered into by and between LIFEWAY FOODS, INC., an Illinois corporation (“Customer”; whose address for purposes of notices hereunder is set forth on Annex A attached hereto and made a part hereof), and CIBC BANK USA, an Illinois state chartered bank, having an address for purposes of notices hereunder at 120 S LaSalle St., Chicago, IL 60603, Attention: Equipment Finance (together with its successors and permitted assigns, "Lender"). If more than one person or entity executes this MSA or any Schedule (as defined below), the liability of all such persons and entities with respect to the Obligations (as defined below) incurred in connection therewith shall be joint and several.

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Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 30, 2026, is by and between DevvStream Corp., an Alberta corporation (“DEVS”), EEME Energy SPV I LLC, a Wyoming limited liability company (“EEME”), and Southern Energy Renewables Inc., a Louisiana corporation (“Southern”).

RECITALS

WHEREAS, the parties hereto are 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 “Securities Act”), and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act;

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*** Execution Version***

MASTER PURCHASE AGREEMENT

Dated as of June 30, 2026

This Master Purchase Agreement (the “Agreement”) is made and entered into as of the date set forth above (the “Effective Date”) by and among: (1) The Glimpse Group, Inc., a Nevada corporation (“Seller”) and (2) Glimpse Learning, Inc (“Buyer”), a Wyoming company; each a Party and jointly the Parties.

RECITALS

**WHEREAS **Seller owns all the issued and outstanding membership interests (the “Shares”) in Glimpse Learning, LLC a Nevada Limited Liability company (the “Subsidiary”);

WHEREAS the Subsidiary is a provider of immersive software and related services as detailed in Exhibit 1; and

WHEREAS Seller wishes to sell to Buyer, and Buyer desires to purchase from Seller, the Shares subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual promises, terms, covenants, and conditions set forth herein, and the performance of each, the parties hereto, intending to be legally bound, agree as follows:

Article 1

Definitions

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Certain information marked as [***] has been excluded from this exhibit because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential.

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Execution Version

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ROYALTY NOTE PURCHASE AGREEMENT

dated as of June 30, 2026

among

MeiraGTx, LLC

as Issuer,

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MEIRAGTX HOLDINGS PLC

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as Parent,

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THE OTHER OBLIGORS PARTY HERETO,

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THE PURCHASERS PARTY HERETO,

and

MAVERICK SA LLC

as Purchaser Agent

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TABLE OF CONTENTS

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Execution Version

Certain information marked as [***] has been excluded from this exhibit because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential.

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THE RIGHT TO PURCHASE ORDINARY SHARES SET FORTH HEREUNDER HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS, UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of June 30, 2026 by and between (i) MeiraGTx Holdings plc, a Cayman Islands exempted company, with offices at 655 Third Avenue, Suite 1115, New York, NY 10017 (the “Company”), and (ii) TPC Investments Solutions II LP, a Delaware limited partnership, and TPC Investments Solutions Co-Invest II LP, a Delaware limited partnership (each, an “Investor” and collectively, the “Investors”).

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Exhibit 10.3

Execution Version

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of June 30, 2026 by and between (i) MeiraGTx Holdings plc, a Cayman Islands exempted company, with offices at 655 Third Avenue, Suite 1115, New York, NY 10017 (the “Company”), and (ii) TPC Investments Solutions II LP, a Delaware limited partnership, and TPC Investments Solutions Co-Invest II LP, a Delaware limited partnership (each, an “Investor” and collectively, the “Investors”) in connection with that certain Securities Purchase Agreement, by and between the Company and the Investors, dated as of even date herewith (the “Investment Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Investment Agreement unless otherwise defined herein.

The parties hereby agree as follows:

1.Certain Definitions.

As used in this Agreement, the following terms shall have the following meanings:

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AMENDMENT NO. 1 TO UNDERWRITING AGREEMENT

This Amendment No. 1 to Underwriting Agreement is made and entered into this 1st of July, 2026 (the “Amendment”) by and between FORTUNEX ACQUISITION CORPORATION, a Cayman Islands exempted company (the “Company”), and Polaris Advisory Partners LLC, a division of Kingswood Capital Partners LLC (the “Representative”). Reference is made to the Underwriting Agreement (the “Underwriting Agreement”) entered into as of May 21, 2026 between the Company and the Representative, as representative of the several underwriters named on Schedule A thereto. Capitalized terms used but not defined herein shall have the meanings given to them in the Underwriting Agreement.

Each of the undersigned parties hereby agrees that Sections 1.1.1, 1.1.2, 1.2.3, 1.3, 1.5.2, 2.21.3, 3.9, 3.25, 3.34 and 7.2 of the Underwriting Agreement are hereby amended and restated to read in their entirety as set forth below:

1. Purchase and Sale of Securities.

	1.1	Firm Securities.

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80J - 756 - 2600 @ Amendm ent to Amended and Restated Employment Agreement This Am endmeni io Amended and Restated Einployinent Agreement (this “Amendment”j is hemby entemd into as of /ulj• 4, 2026 by and between Purple Innovation, Inc. (the '??ompany”) and Robert T. DeMartini (“you’), and c onstitute s a a amendment to your Amende d and Restated E mplo 3 men t Agrmment svith the Co mpa ny dated U arch 19, 2022, as amended January 26, 2024, ß4arch 12, 2025, July 23, 2025 and August 7. 2025 (w amcnded, j•our ‘Tmployment Agreement”). Other lan expr e ssly hm ein set for th, your Employmegt Agreement remains in full fome and effect without change. 1. You are eligible io e arn an ap=gregate cwh bonus e qval to $1,000,000 (“Retention Bonus”). You will cam and ves t in the Retention 8onus in the pementages set forth in the chart below if, subje ct to the specific exceptions set toah below, you remain continuously em ployed by the Company through the x•esting date set forth below correspondin g to each such percentage (each such date, a “Retenti ond onusVesting Date"), and neither you nor t

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EMPLOYMENT AGREEMENT

This Agreement (the “Agreement”), is made and entered into as of July 6, 2026 (the “Agreement Date”), by and between Quantum Drones Corp. (the “Company”), and Peter O’Rourke (“Executive”, and together with the Company, the “Parties”)

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, it is hereby covenanted and agreed by the Company and Executive as follows:

1. Employment. Effective on the Agreement Date (the “Effective Date”), the Company hereby agrees to employ Executive in the position of President and Executive, in such capacity, agrees to the terms and conditions hereinafter set forth. Executive shall have the responsibilities reasonable of the president of a corporation of a similar size and capabilities of the Company and its parent company, Quantum Cyber N.V. (“QUCY”), designing and manufacturing drones. Executive’s principal work location shall be at 10232 Brittenford Dr., Vienna, VA 22182-. Executive shall report to the Board of Directors of QUCY. The Parties acknowledge and agree that the posit

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