Browse EX-10 agreements

SIXTH AMENDMENT TO LOAN, GUARANTEE AND SECURITY AGREEMENT

 

 

This SIXTH AMENDMENT TO LOAN, GUARANTEE AND SECURITY AGREEMENT (this “Amendment”), dated as of June 8, 2026, is by and between GREAT ELM CAPITAL CORP., a Maryland corporation (“Borrower”) and CITY NATIONAL BANK (“CNB”), as lender (in such capacity, together with its successors and assigns in such capacity, “Bank”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.

 

W I T N E S S E T H

 

A.

…

Document

SUPERPRIORITY SECURED DEBTOR-IN-POSSESSION

CREDIT AGREEMENT

dated as of June 5, 2026,    

among

INOTIV, INC., as the Borrower,

THE OTHER GUARANTORS PARTY HERETO, as Guarantors,

THE LENDERS PARTY HERETO,

and

ACQUIOM AGENCY SERVICES LLC,

as Administrative Agent and Collateral Agent

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TABLE OF CONTENTS

Article I DEFINITIONS    1

Section 1.01    Defined Terms    1

Section 1.02    Classification of Loans and Borrowings    33

Section 1.03    Terms Generally    33

Section 1.04    Accounting Terms; GAAP    34

Section 1.05    [Reserved]    34

Section 1.06    Resolution of Drafting Ambiguities    34

Section 1.07    Rounding    34

Section 1.08    Currency Fluctuations    34

Section 1.09    Divisions    35

Article II THE CREDITS    35

Section 2.01    Commitments    35

Section 2.02    Loans    36

Section 2.03    Borrowing Procedure    37

Section 2.04    Evidence of Debt; Repayment of Loans    38

Section 2.05    Premiums and Fees    38

Section 2.06    Interest on Loans    39

Section 2.07    Termination and Reduction of Commitments    40

…

Consulting Agreement

 

This Consulting Agreement (this “Agreement”) is entered into as of June 6, 2026 (“Effective Date”) by and between MIRA Pharmaceuticals, Inc. (“Company”), and Andriy Mushak (“Consultant”). Company and Consultant may be referred to collectively as the “Parties” or individually as a “Party.”

 

Recitals

 

WHEREAS, Consultant possesses expertise and experience in providing senior financial leadership, SEC reporting oversight, audit readiness, internal controls, capital-markets support, budgeting, treasury oversight, and related strategic finance services; and

 

WHEREAS, Company desires to engage Consultant to provide the services described in Section 1 below solely in Consultant’s capacity as a fractional chief financial officer and not for any other services unless expressly added by a written amendment signed by both Parties; and

 

WHEREAS, the Parties desire to set forth the terms and conditions governing that engagement.

 

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth below, the Parties agree as follows:

…

Consulting Agreement

 

This Consulting Agreement (this “Agreement”) is entered into as of June 6, 2026 (“Effective Date”) by and between Telomir Pharmaceuticals, Inc. (“Company”) and Andriy Mushak (“Consultant”). Company and Consultant may be referred to collectively as the “Parties” or individually as a “Party.”

Recitals

 

WHEREAS, Consultant possesses expertise and experience in providing senior financial leadership, SEC reporting oversight, audit readiness, internal controls, capital-markets support, budgeting, treasury oversight, and related strategic finance services; and

 

WHEREAS, Company desires to engage Consultant to provide the services described in Section 1 below solely in Consultant’s capacity as a fractional chief financial officer and not for any other services unless expressly added by a written amendment signed by both Parties; and

 

WHEREAS, the Parties desire to set forth the terms and conditions governing that engagement.

 

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth below, the Parties agree as follows:

…

Exhibit 10.1

PALLADYNE AI CORP.

AMENDED AND RESTATED 2021 EQUITY INCENTIVE PLAN

(effective as of June 8, 2026)

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, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units and Performance Awards.

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

2.1.

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

2.2.

…

STOCKHOLDERS AGREEMENT

DATED AS OF JUNE 3, 2026

between

LIFTOFF MOBILE, INC.

AND

GENERAL ATLANTIC (LFT), L.P.

 

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Table of Contents

 

 

Page

ARTICLE I. INTRODUCTORY MATTERS

3

1.1

Defined Terms

3

1.2

Construction

7

ARTICLE II. CORPORATE GOVERNANCE MATTERS

7

2.1

Election of Directors

7

2.2

Compensation

9

ARTICLE III. INFORMATION; VCOC

9

3.1

Books and Records; Access

9

3.2

Certain Reports

10

3.3

VCOC

10

3.4

Confidentiality

12

3.5

Information Sharing

13

ARTICLE IV. ADDITIONAL COVENANTS

13

4.1

Pledges or Transfers

13

4.2

Spin-Offs or Split-Offs

13

4.3

Expense Reimbursement

14

4.4

Additional Issuances for Earn-Out

14

ARTICLE V. INDEMNIFICATION; LIABILITY INSURANCE

15

5.1

Indemnification of Designating Stockholder

15

5.2

Jointly Indemnifiable Claims

16

5.3

Non-Exclusive Right

15

5.4

Directors and Officers Insurance

17

5.5

Other Rights of Designees

17

ARTICLE VI. GENERAL PROVISIONS

17

6.1

Termination

17

6.2

Notices

18

6.3

Amendment; Waiver

19

6.4

Further Assurances

19

6.5

Assignment

19

6.6

…

STOCKHOLDERS AGREEMENT

DATED AS OF JUNE 3, 2026

between

LIFTOFF MOBILE, INC.

AND

BCP Redbird Aggregator L.P.

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Table of Contents

Page

 

ARTICLE I. INTRODUCTORY MATTERS

3

1.1

Defined Terms

3

1.2

Construction

6

ARTICLE II. CORPORATE GOVERNANCE MATTERS

5

2.1

Election of Directors

5

2.2

Compensation

7

2.3

Board Committees

7

ARTICLE III. INFORMATION; VCOC

7

3.1

Books and Records; Access

7

3.2

Certain Reports

8

3.3

VCOC

8

3.4

Confidentiality

10

3.5

Information Sharing

11

ARTICLE IV. ADDITIONAL COVENANTS

11

4.1

Pledges or Transfers

11

4.2

Spin-Offs or Split-Offs

11

4.3

Expense Reimbursement

11

ARTICLE V. INDEMNIFICATION; LIABILITY INSURANCE

14

5.1

Indemnification of Designating Stockholder

14

5.2

Jointly Indemnifiable Claims

15

5.3

Non-Exclusive Right

16

5.4

Directors and Officers Insurance

16

5.5

Other Rights of Designees

16

ARTICLE VI. GENERAL PROVISIONS

17

6.1

Termination

17

6.2

Notices

17

6.3

Amendment; Waiver

18

6.4

Further Assurances

18

6.5

Assignment

18

6.6

Third Parties

19

6.7

…

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (as amended from time to time, this “Agreement”) is dated as of June 3, 2026 and is between Liftoff Mobile, Inc., a Delaware corporation (the “Company”), BCP Redbird Aggregator L.P. and its related vehicles (“Blackstone”), the Founders (as defined below) and General Atlantic (LFT), L.P., a Delaware limited partnership (“General Atlantic”).

W I T N E S S E T H

WHEREAS, the Company, Blackstone and the Founders entered into that certain Registration Rights Agreement, dated as of March 17, 2021 (the “Existing Registration Rights Agreement”);

WHEREAS, in connection with the initial public offering of the Company, each of the Company and Blackstone has agreed to amend the Existing Registration Rights Agreement as set forth in this Agreement;

…

Certain confidential information contained in this document, marked by brackets and asterisk ([***]), has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K, because the Company customarily and actually treats such information as private or confidential and the omitted information is not material.

 

Date: December 23, 2024

 

Client Name:

Silentium Ltd. (hereinafter: “the Borrower” or “the Company”)

 

Company No. 512491143

 

 

Address:

5 Golda Meir St., Ness Ziona

 

 

Account No.:

[***] at the Rehovot Science Park Branch (132) (hereinafter: “the Borrower’s Account”)

 

To: Mizrahi Tefahot Bank Ltd. (hereinafter: “the Bank”)

 

Dear Sir/Madam,

 

Re: Loan Agreement

…

Effective Date: October 20, 2022

 

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED IF AT THAT TIME ANY SECURITIES OF THE CORPORATION HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR PROSPECTUS FILING THEREUNDER OR EXEMPTIONS FROM SUCH REGISTRATION AND PROSPECTUS REQUIREMENTS. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF HOLDER’S COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

 

To:

 

Mizrahi Tefahot Bank Ltd.

 

WARRANT

 

To Purchase Preferred D-2 Shares

 

of

 

SILENTIUM LTD.

 

VOID AFTER 5:00 p.m. (prevailing Israel time)

 

on the last day of the Warrant Period (defined below)

…

Certain confidential information contained in this document, marked by brackets and asterisk ([***]), has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K, because the Company customarily and actually treats such information as private or confidential and the omitted information is not material.

 

Date: October 20, 2022

 

Client Name:

Silentium Ltd. (hereinafter: “the Borrower” or “the Company”)

 

Company No. 512491143

 

 

Address:

5 Golda Meir St., Ness Ziona

 

 

Account No.:

[***] at the Rehovot Science Park Branch (132) (hereinafter: “the Borrower’s Account”)

 

To: Mizrahi Tefahot Bank Ltd. (hereinafter: “the Bank”)

 

Dear Sir/Madam,

 

Re: Loan Agreement

…

Silentium Ltd.

 

Compensation Policy

 

2026

 

A.

Overview and Objectives

 

1

Introduction

 

This document sets forth the Compensation Policy for Executive Officers and Directors (this “Compensation Policy” or “Policy”) of Silentium Ltd. (“Silentium” or the “Company”), in accordance with the requirements of the Companies Law, 5759-1999 and the regulations promulgated thereunder (the “Companies Law”).

 

Compensation is a key component of Silentium’s overall human capital strategy to attract, retain, reward, and motivate highly skilled individuals that will enhance Silentium’s value and otherwise assist Silentium to reach its business and financial long-term goals. Accordingly, the structure of this Policy is established to tie the compensation of each officer to Silentium’s goals and performance.

 

For purposes of this Policy, “Executive Officers” shall mean “Office Holders” as such term is defined in Section 1 of the Companies Law, excluding, unless otherwise expressly indicated herein, Silentium’s directors.

…