Browse EX-10 agreements

Plan Amendment

 

Amendment No. 2

 

TRINITY CAPITAL INC.

 

2019 NON-EMPLOYEE DIRECTOR RESTRICTED STOCK PLAN

 

Pursuant to the power reserved to it in Section 9(A) of the Trinity Capital Inc. 2019 Non-Employee Director Restricted Stock Plan (the “Plan”), the Board of Directors of Trinity Capital Inc. hereby amends the Plan, effective June 10, 2026, as follows:

 

1. Section 3 is hereby amended and restated in its entirety to read as follows:

 

“3. SHARES SUBJECT TO THE PLAN

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DEFINIUM THERAPEUTICS, INC.

AMENDMENT NO. 1 TO THE 2025 Equity Incentive PLAN

WHEREAS, Definium Therapeutics, Inc. (the “Company”) maintains the Definium Therapeutics, Inc., 2025 Equity Incentive Plan, effective as of June 12, 2025 (as may be amended and restated from time to time, the “Plan”);

WHEREAS, pursuant to Section 5.3 of the Plan, the Board of Directors of the Company (the “Board”) may amend the Plan at any time; provided that, the effectiveness of any amendment to the Plan will be contingent on the approval of such amendment by the Company’s shareholders to the extent provided by the Board or required by Applicable Laws (including the rules of any Stock Exchange on which the Common Shares are listed (“Shareholder Approval”) subject to certain exceptions;

WHEREAS, the Board has determined that it is advisable and in the best interests of the Company and its shareholders to increase the number of Common Shares available for issuance under the Plan by 5,000,000 Common Shares (the “Share Increase”);

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Exhibit 10.1 

SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement (this “Agreement”) is dated as of June 5, 2026 by and among Linkage Global Inc., an exempt company incorporated under the laws of Cayman Islands (the “Company”) and purchasers 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, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, certain 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

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JOINDER AGREEMENT

 

This Joinder Agreement (the “Joinder Agreement”), dated as of June 12, 2026, is executed by and between M3-Brigade Acquisition V Corp., a Cayman Islands exempted company (the “Company”), and the counterparty designated as “Buyer” in the signature page hereto (“Buyer”), in connection with that certain Letter Agreement, dated as of July 31, 2024 (the “Agreement”), by and among the Company, MI7 Sponsor, LLC, a Delaware limited liability company (as assignee of M3-Brigade Sponsor V LLC) (the “Sponsor”), the other parties thereto, and each person who has become a party thereto by entering into a joinder agreement in accordance with the terms thereof. Capitalized terms used but not defined herein shall have the meaning given to such terms in the Agreement.

 

By the execution of this Joinder Agreement, Buyer agrees as follows:

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JOINDER AGREEMENT

 

This Joinder Agreement (the “Joinder Agreement”), dated as of June 12, 2026, is executed by and between M3-Brigade Acquisition V Corp., a Cayman Islands exempted company (the “Company”), and the counterparty designated as “Buyer” in the signature page hereto (“Buyer”), in connection with that certain Letter Agreement, dated as of July 31, 2024 (the “Agreement”), by and among the Company, MI7 Sponsor, LLC, a Delaware limited liability company (as assignee of M3-Brigade Sponsor V LLC) (the “Sponsor”), the other parties thereto, and each person who has become a party thereto by entering into a joinder agreement in accordance with the terms thereof. Capitalized terms used but not defined herein shall have the meaning given to such terms in the Agreement.

 

By the execution of this Joinder Agreement, Buyer agrees as follows:

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VOTING SUPPORT AND NON-REDEMPTION AGREEMENT

 

THIS VOTING SUPPORT AND NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of June 12, 2026, is made and entered into by and among the undersigned shareholder (the “Buyer”) and M3-Brigade Acquisition V Corp., a Cayman Islands exempted company incorporated with limited liability (the “SPAC”), MI7 Sponsor, LLC, a Delaware limited liability company (the “Seller”), ReserveOne, Inc., a Delaware corporation (“ReserveOne”), and ReserveOne Holdings, Inc., a Delaware corporation (“R-1 Holdings”).

 

Unless otherwise stated herein, capitalized terms used in this Agreement shall have the meanings ascribed to them in the prospectus relating to the registration statement on Form S-1 of M3-Brigade Acquisition V Corp. first filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 5, 2024 (Registration No. 333-279951), as amended and as declared effective on July 31, 2024, and as may be supplemented or post-effectively amended from time to time.

 

RECITALS

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JOINDER AGREEMENT

 

This Joinder Agreement (the “Joinder Agreement”), dated as of June 12, 2026, is executed by and between M3-Brigade Acquisition V Corp., a Cayman Islands exempted company (the “Company”), and the counterparty designated as “Buyer” in the signature page hereto (“Buyer”), in connection with that certain Registration Rights Agreement, dated as of July 31, 2024 (the “Agreement”), by and among the Company, MI7 Sponsor, LLC, a Delaware limited liability company (as assignee of M3-Brigade Sponsor V LLC) (the “Sponsor”), Cantor Fitzgerald & Co., and each person who has become a party thereto by entering into a joinder agreement in accordance with the terms thereof. Capitalized terms used but not defined herein shall have the meaning given to such terms in the Agreement.

 

By the execution of this Joinder Agreement, Buyer agrees as follows:

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VOTING SUPPORT AGREEMENT

 

THIS VOTING SUPPORT AGREEMENT (this “Agreement”), dated as of June 12, 2026, is made and entered into by and among the undersigned shareholder (the “Shareholder”) and M3-Brigade Acquisition V Corp., a Cayman Islands exempted company incorporated with limited liability (the “SPAC”).

 

Unless otherwise stated herein, capitalized terms used in this Agreement shall have the meanings ascribed to them in the prospectus relating to the registration statement on Form S-1 of M3-Brigade Acquisition V Corp. first filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 5, 2024 (Registration No. 333-279951), as amended and as declared effective on July 31, 2024, and as may be supplemented or post-effectively amended from time to time.

 

RECITALS

WHEREAS, the SPAC was incorporated on March 12, 2024, and consummated an initial public offering of its units on August 2, 2024, generating gross proceeds of $287,500,000 (the “IPO”);

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SECURITIES PURCHASE AGREEMENT

 

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of June 12, 2026, is made and entered into by and among the undersigned investor (“Buyer”), MI7 Sponsor, LLC, a Delaware limited liability company (“Seller”), ReserveOne, Inc., a Delaware corporation (“ReserveOne”), ReserveOne Holdings, Inc., a Delaware corporation (“R-1 Holdings”), and M3-Brigade Acquisition V Corp., a Cayman Islands exempted company (the “SPAC”).

 

Unless otherwise stated herein, capitalized terms used in this Agreement shall have the meanings ascribed to them in the prospectus relating to the registration statement on Form S-1 of M3-Brigade Acquisition V Corp. first filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 5, 2024 (Registration No. 333-279951), as amended and as declared effective on July 31, 2024, and as may be supplemented or post-effectively amended from time to time (the “Registration Statement”).

 

RECITALS

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MUTUAL TERMINATION AGREEMENT

 

This MUTUAL TERMINATION AGREEMENT (this “Agreement”) is made and entered into as of June 12, 2026 (the “Effective Date”), by and among M3-Brigade Acquisition V Corp., a Cayman Islands exempted company incorporated with limited liability (“M3”), and ReserveOne, Inc., a Delaware corporation (the “Company”).  Capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the BCA (as defined below).

 

WHEREAS, (i) M3, (ii) the Company, (iii) ReserveOne Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of the Company, (iv) R1 SPAC Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Pubco, and (v) R1 Company Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Pubco have entered into that certain Business Combination Agreement, dated as of July 7, 2025 (the “BCA”);

 

WHEREAS, Section 7.1(a) of the BCA provides that the BCA may be terminated by the mutual written consent of M3 and the Company; and

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JOINDER AGREEMENT

 

This Joinder Agreement (the “Joinder Agreement”), dated as of June 12, 2026, is executed by and between M3-Brigade Acquisition V Corp., a Cayman Islands exempted company (the “Company”), and the counterparty designated as “Buyer” in the signature page hereto (“Buyer”), in connection with that certain Registration Rights Agreement, dated as of July 31, 2024 (the “Agreement”), by and among the Company, MI7 Sponsor, LLC, a Delaware limited liability company (as assignee of M3-Brigade Sponsor V LLC) (the “Sponsor”), Cantor Fitzgerald & Co., and each person who has become a party thereto by entering into a joinder agreement in accordance with the terms thereof. Capitalized terms used but not defined herein shall have the meaning given to such terms in the Agreement.

 

By the execution of this Joinder Agreement, Buyer agrees as follows:

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MICROVISION, INC.

AMENDMENT NO. 1 TO AT-THE-MARKET SALES AGREEMENT

June 12, 2026

 

Deutsche Bank Securities Inc.

1 Columbus Circle

New York, New York 10019

 

Mizuho Securities USA LLC

1271 Avenue of the Americas

New York, New York 10020

 

Craig-Hallum Capital Group LLC

222 South 9th Street, Suite 350

Minneapolis, MN 55402

 

Ladies and Gentlemen:

 

Reference is made to the At-the-Market Sales Agreement, dated March 5, 2024 (the “Agreement”), by and between MicroVision, Inc., a Delaware corporation (the “Company”), and Deutsche Bank Securities Inc., Mizuho Securities USA LLC and Craig-Hallum Capital Group LLC (the “Agents”). Capitalized terms used herein but not otherwise defined are used herein as defined in the Agreement.

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