Browse EX-10 agreements

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

UNSECURED CONVERTIBLE PROMISSORY NOTE

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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS OF THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of July 17, 2019, between FireFly Automatix, Inc., a Delaware corporation d/b/a FireFly Equipment (the “Company”), and each purchaser 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 and pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 promulgated thereunder, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

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Lock-Up Agreement

[●], 2026

To: Firefly Robotics, Inc.

1130 South 3800 West, Suite 100

Salt Lake City, Utah 84104

Ladies and Gentlemen:

In connection with the direct listing (the “Listing” and the date of such listing, the “Listing Date”) of Firefly Robotics, Inc., a Delaware corporation (the “Company”) that is intended to result in the establishment of a public market for the Company’s shares of common stock, par value $0.001 per share held by the undersigned (the “Shares”), the undersigned hereby agrees that during the period specified in the second following paragraph (the “Lock-Up Period”), the undersigned will not offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, any Shares or securities convertible into or exchangeable or exercisable for or that represent the right to receive any Shares (including, without limitation, Share

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NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

Original Issue Date: April 22, 2020

Original Conversion Price (subject to adjustment herein): $2.00

$750,000

11% SENIOR SECURED CONVERTIBLE DEBENTURE

DUE APRIL 22, 2024

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Exhibit 10.11

SECURITY AGREEMENT

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This SECURITY AGREEMENT, dated as of July 17, 2019 (this “Agreement”), is among FireFly Automatix, Inc., a Delaware corporation d/b/a FireFly Equipment (the “Company”), all of the subsidiaries of the Company from time to time party hereto by execution of an Additional Debtor Joinder (as defined below) (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 11% Senior Secured Convertible Debentures due four years following their issuance, in the original aggregate principal amount of $3.8 million (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).

WITNESSETH:

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WHEREAS, pursuant to the Purchase Agreement (as defined in the Debentures), the Secured Parties have severally agreed to extend the loans to the Company evidenced by the Debentures; and

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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS OF THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

SECURITIES PURCHASE AGREEMENT

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This Securities Purchase Agreement (this “Agreement”) is dated as of June 1, 2026, between FireFly Automatix, Inc., a Delaware corporation (the “Company”), and FF Opportunities 5 LLC (including its successors and assigns, “Purchaser”).

WHEREAS, an Affiliate of Purchaser and the Company entered into the Securities Purchase Agreement, dated July 17, 2019, and the Transaction Documents, as defined therein (the “2019 Transaction Documents”);

WHEREAS, an Affiliate of Purchaser and the Company entered into the Securities Purchase Agreement, dated April 22, 2020, and the Transaction Documents, as defined therein (the “April 2020 Transaction Documents”);

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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS OF THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

SECURITIES PURCHASE AGREEMENT

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This Securities Purchase Agreement (this “Agreement”) is dated as of April 22, 2020, between FireFly Automatix, Inc., a Delaware corporation d/b/a FireFly Equipment (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

WHEREAS, the Purchaser and the Company entered into the Securities Purchase Agreement, dated July 17, 2019, and the Transaction Documents, as defined therein (the “2019 Transaction Documents”); and

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SECURITY AGREEMENT

This SECURITY AGREEMENT, dated as of January 19, 2023 (this “Agreement”), is among FireFly Automatix, Inc., a Delaware corporation (the “Company”), all of the subsidiaries of the Company from time to time party hereto by execution of an Additional Debtor Joinder (as defined below) (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 15% Senior Secured Convertible Debentures due 18 months following their issuance, in the original aggregate principal amount of $2.0 million (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).

W I T N E S S E T H:

WHEREAS, pursuant to the Purchase Agreement (as defined in the Debentures), the Secured Parties have severally agreed to extend the loans to the Company evidenced by the Debentures; and

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Exhibit 10.28

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WARRANT EXERCISE AGREEMENT

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This **WARRANT EXERCISE AGREEMENT **(“Agreement”) is entered into effective as of August [__], 2025 by and between FireFly Automatix, Inc., a Delaware corporation (the “Company”) and Joseph Reda (“Reda”), Jonathan Schecter (“Schecter”), Bradley Woods & Co. Ltd (“Bradley Woods”), and Chardan Capital Markets LLC (“Chardan” together with Reda, Schecter, and Bradley Woods, each a “Holder” and together, the “Holders”).

RECITALS

WHEREAS, the Holders hold certain warrants to purchase shares of the Company’s common stock that were issued by the Company on April 22, 2020, with an exercise price equal to $2.00 per share of common stock (the “Holder Warrants”).

WHEREAS, the Holder Warrants do not provide for “net” or “cashless” exercise.

WHEREAS, the Company and the Holders desire to agree that the Holder Warrants may be exercised on a cashless basis for shares of common stock (the “Warrant Shares”), in the manner described herein.

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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS OF THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

Original Issue Date: July 17, 2019

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OMNIBUS WAIVER AND CONSENT AGREEMENT

This Omnibus Waiver and Consent Agreement (this “Agreement”), is made and entered into effective as of June 1, 2026, by and between FireFly Automatix, Inc., a Delaware corporation (the “Company”) and FF Opportunities 2 LLC (“FF2”), FF Opportunities 3 LLC (“FF3”), FF Opportunities 4 LLC and FF Opportunities 5 LLC (“FF5” together with FF2, FF3 and FF4, each a “Holder” and together, the “Holders”).

WHEREAS, the Company and FF2 are parties to that certain Securities Purchase Agreement, dated as of July 17, 2019 (the “2019 Purchase Agreement”) pursuant to which the Company issued to FF2 an 11% Senior Secured Convertible Debenture dated as of July 17, 2019 (the “2019 Debenture”) and Common Stock Purchase Warrant dated as of July 17, 2019 (the “2019 Warrant”);

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Exhibit 10.41

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COMMON STOCK PURCHASE AGREEMENT

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THIS COMMON STOCK PURCHASE AGREEMENT (this “Agreement”), is made as of [*     *], 2026, by and among FireFly Robotics, Inc., a Delaware corporation (the “Company”), and the investors listed on Exhibit A attached to this Agreement (each a “Purchaser” and together the “Purchasers”).

The parties hereby agree as follows:

1. Purchase and Sale of Common Stock.

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