SECURITIES PURCHASE AGREEMENT

 

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 8, 2026, by and between CARDIFF LEXINGTON CORPORATION, a Nevada corporation, with headquarters located at 710 East Main Street, Lexington, KY 40502 (the “Company”), and Auctus Fund, LLC, a Delaware limited liability company, with its address at 535 Boylston Street, 3rd Floor, Boston, MA 02116 (the “Buyer”).

 

WHEREAS:

 

A.    The Company and the Buyer 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 “1933 Act”) and Rule 506(b) promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act;

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Exhibit 10.1

PACIRA BIOSCIENCES, INC.

AMENDED AND RESTATED 2014 EMPLOYEE STOCK PURCHASE PLAN

(As approved by stockholders on June 9, 2026)

SECTION 1. PURPOSE

The purposes of the Amended and Restated 2014 Employee Stock Purchase Plan (the “Plan”) are to (a) assist qualified employees of the Company, and its Designated Subsidiaries in acquiring a stock ownership interest in the Company and (b) encourage employees to remain in the employ of the Company and its Designated Subsidiaries. The Plan is intended to qualify as an “employee stock purchase plan” under Section 423 of the Code, but the Company makes no representation of such status nor undertaking to maintain such status. Stock purchased under the Plan may be paid for by regular payroll deductions. Only employees of the Company and its Designated Subsidiaries are eligible to participate in the Plan, and participation is voluntary.

SECTION 2. DEFINITIONS

Certain capitalized terms used in the Plan have the meanings set forth in Appendix A.

SECTION 3. ADMINISTRATION

3.1 Plan Administrator

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Exhibit 10.1

VERACYTE, INC.

2023 EQUITY INCENTIVE PLAN, AS AMENDED

(ADOPTED BY THE BOARD OF DIRECTORS ON APRIL 12, 2023, AS AMENDED JUNE 12, 2024, JUNE 17, 2025 AND JUNE 10, 2026)

1.PURPOSE. The purpose of this Plan is to provide incentives to attract, retain, and motivate eligible persons whose present and potential contributions are important to the success of the Company, and any Parents, Subsidiaries, and Affiliates that exist now or in the future, by offering them an opportunity to participate in the Company’s future performance through the grant of Awards. Capitalized terms not defined elsewhere in the text are defined in Section 28.

2.SHARES SUBJECT TO THIS PLAN

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WEATHERFORD INTERNATIONAL PLC FIFTH AMENDED AND RESTATED 2019 EQUITY INCENTIVE PLAN

Amended, Restated and Adopted as of June 11, 2026

1.Purpose of the Plan

The Weatherford International plc 2019 Equity Incentive Plan was originally adopted by the Board on December 12, 2019, amended and restated as of April 13, 2020, October 30, 2022, January 18, 2023 and June 11, 2025, and is hereby further amended and restated as of June 11, 2026 (the “Effective Date”). The Plan is intended to advance the best interests of the Company, its Affiliates and its shareholders by providing those persons whose substantial contributions are essential to the continued growth and profitability of the Company and its Affiliates with additional performance incentives and an opportunity to obtain or increase their proprietary interest in the Company, thereby encouraging them to continue in their Employment or affiliation with the Company or its Affiliates.

2.Definitions

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INOGEN, INC.

AMENDED AND RESTATED 2023 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

(TIME-BASED)

Unless otherwise defined herein, the terms defined in the Inogen, Inc. Amended and Restated 2023 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement (Time-Based) (this “Award Agreement”), which includes the Notice of Restricted Stock Unit Grant (the “Notice of Grant”) and Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A.

NOTICE OF RESTRICTED STOCK UNIT GRANT

Participant Name:

 

Address:

 

 

 

Participant has been granted the right to receive an Award of Restricted Stock Units, subject to the terms and conditions of the Plan and this Award Agreement, as follows:

 

Grant Number

 

Date of Grant

 

Vesting Commencement Date

 

Number of Restricted Stock Units

 

Vesting Schedule:

 

Subject to any acceleration provisions contained in the Plan or set forth below, the Restricted Stock Units will vest in accordance with the following schedule:

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INOGEN, INC.

AMENDED AND RESTATED 2023 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

(PERFORMANCE-BASED)

Unless otherwise defined herein, the terms defined in the Inogen, Inc. Amended and Restated 2023 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement (Performance-Based) (this “Award Agreement”), which includes the Notice of Restricted Stock Unit Grant (the “Notice of Grant”) and Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A.

NOTICE OF RESTRICTED STOCK UNIT GRANT

Participant Name:

 

Address:

 

 

 

Participant has been granted the right to receive an Award of Restricted Stock Units, subject to the terms and conditions of the Plan and this Award Agreement, as follows:

 

Grant Number

 

 

Date of Grant

 

 

Vesting Commencement Date

 

 

Target Number of Restricted Stock Units

 

 

Performance Period

 

 

Performance Matrix

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INOGEN, INC.

AMENDED AND RESTATED 2023 EQUITY INCENTIVE PLAN

STOCK OPTION AGREEMENT

Unless otherwise defined herein, the terms defined in the Inogen, Inc. Amended and Restated 2023 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Agreement (the “Agreement”), including the Notice of Stock Option Grant (the “Notice of Grant”) and Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A.

NOTICE OF STOCK OPTION GRANT

Participant:

Address:

Participant has been granted an Option to purchase Common Stock of Inogen, Inc. (the “Company”), subject to the terms and conditions of the Plan and this Agreement, as follows:

Grant Number

Date of Grant

Vesting Commencement Date

Number of Shares Granted

Exercise Price per Share $

Total Exercise Price $

Type of Option

___ Incentive Stock Option

___ Nonstatutory Stock Option

Term/Expiration Date

Vesting Schedule:

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INOGEN, INC.

AMENDED AND RESTATED 2023 EQUITY INCENTIVE PLAN

 

Purposes of the Plan. The purposes of this Plan are:

•

to attract and retain the best available personnel for positions of substantial responsibility,

•

to provide additional incentive to Employees, Directors and Consultants, and

•

to promote the success of the Company’s business.

The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Performance Units and Performance Shares.

Definitions. As used herein, the following definitions will apply:

a.

“Administrator” means the Board or any of its Committees as will be administering the Plan, in accordance with Section 4 of the Plan.

b.

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Exhibit 10.1

ARQ, INC.

2026 OMNIBUS INCENTIVE PLAN

(Approved by stockholders on June 10, 2026)

1.ESTABLISHMENT, OBJECTIVES AND DURATION.

(a)Establishment of the Plan. Arq, Inc. hereby establishes an incentive compensation plan to be known as the "Arq, Inc. 2026 Omnibus Incentive Plan." The Plan permits the granting of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Stock Units, Other Stock-Based Awards and Cash-Based Awards. The Plan is effective as of June 10, 2026 (the "Effective Date"), subject to the approval of the Plan by the stockholders of the Company. Definitions of capitalized terms used in the Plan are contained in the attached Glossary, which is an integral part of the Plan.

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Execution Version

SHARE ISSUANCE AGREEMENT

This Share Issuance Agreement (this “Agreement”), is made and entered into as of June 8, 2026, by and among Veea Inc., a Delaware corporation (the “Company”) and (ii) the undersigned investor named on the signature page hereto (“Investor”). The Company and the Investor are each sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used and not otherwise defined herein shall have the meanings given to those terms in the Convertible Note (as hereinafter defined).

 

WHEREAS, the Company and the Investor entered into that certain Note Purchase Agreement dated September 10, 2024 (the “Note Purchase Agreement”) pursuant to which the Company issued to the Investor an unsecured convertible note in the aggregate principal amount set forth underneath the Investor’s name on the signature page hereto (the “Convertible Note” and collectively with the Note Purchase Agreement, the “Note Documents”);

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Execution Copy

NOTE CONVERSION AGREEMENT

 

This Note Conversion Agreement (this “Agreement”) is made and entered into as of June 8, 2026, by and among Veea Inc., a Delaware corporation (the “Company”) and (ii) the undersigned investor named on the signature page hereto (“Investor”). The Company and the Investor are each sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used and not otherwise defined herein shall have the meanings given to those terms in the Convertible Note (as hereinafter defined).

 

WHEREAS, the Company and the Investor entered into that certain Note Purchase Agreement dated September 10, 2024 (the “Note Purchase Agreement”) pursuant to which the Company issued to the Investor an unsecured convertible note in the aggregate principal amount set forth underneath Investor’s name on the signature page hereto (the “Convertible Note” and collectively with the Note Purchase Agreement, the “Note Documents”);

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INVESTMENT MANAGEMENT TRUST AGREEMENT

 

This Investment Management Trust Agreement (this “Agreement”) is made effective as of June 9, 2026 by and between RMG ML Sports Holdings, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

 

WHEREAS, the Company’s registration statement on Form S-1 (File No. 333-293853) (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”), each of which consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one right to receive one-eighth (1/8) of one Ordinary Share upon the consummation of the Company’s initial business combination (such initial public offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission;

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