Browse EX-10 agreements

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 5, 2026, is by and among Kandal M Venture Limited, an exempted company organized in the Cayman Islands with offices located at Padachi Village, Prek Ho Commune, Takhmao Town, Kandal Province, Kingdom of Cambodia (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

 

RECITALS

A. The Company and each Buyer is 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) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.

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[FORM OF SENIOR UNSECURED CONVERTIBLE PROMISSORY NOTE]

**NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD 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. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE, INCLUDING SECTIONS 3(c)(iii) AND 20(a) HEREOF. THE PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE AND, ACCORDINGLY, THE SECURITIES ISSUABLE UPON CON

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PLACEMENT AGENCY AGREEMENT

 

June 5, 2026

Revere Securities LLC

560 Lexington Avenue – 16th Floor

New York, NY 10022

 

Ladies and Gentlemen:

 

This letter (this “Agreement”) constitutes the agreement between Kandal M Venture Limited, an exempted company organized in the Cayman Islands with offices located at Padachi Village, Prek Ho Commune, Takhmao Town, Kandal Province, Kingdom of Cambodia (the “Company”) and Revere Securities LLC (“ Revere” or the “Placement Agent”) pursuant to which Revere shall serve as the placement agent for the Company, on a reasonable “best efforts” basis, in connection with the proposed offer and private placement of senior convertible promissory notes of the Company and the Class A Ordinary Shares (the “Ordinary Shares”) issuable upon conversion of, or otherwise pursuant to, such notes 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 Un

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FORM OF LOCK-UP AGREEMENT

 

[_______], 2026

 

HCW Biologics Inc.

2929 N. Commerce Parkway

Miramar, FL 33025

 

Re: Placement Agency Agreement, dated as of [_______], 2026 (the “Placement Agency Agreement”), between HCW Biologics Inc. (the “Company”) and E.F. Hutton & Co. (the “Placement Agent”).

 

Ladies and Gentlemen:

 

Defined terms not otherwise defined in this letter agreement (the “Letter Agreement”) shall have the meanings set forth in the Placement Agency Agreement. In satisfaction of a condition of the Company’s obligations under the Placement Agreement, the undersigned irrevocably agrees with the Company that, from the date hereof until one hundred eighty (180) days after the Closing Period (such period, the “Restriction Period”), the undersigned will not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or other

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June 3, 2026

 

Paul Carreiro

Sent via email

 

SUBJECT: Offer of Employment

 

Dear Paul,

 

On behalf of Digimarc Corporation (the “Company”), I am pleased to confirm our offer of employment for the exempt position of Chief Executive Officer reporting to the Board of Directors, subject to our completion of reference/background checks and your appointment by the Company’s Board of Directors**.** You will agree to the initial expectations for your role and responsibiliites with the Chief Executive Officer upon hire**.** Your job duties may, of course, evolve and change with time, as the Company’s needs change. As also discussed, you will work remotely from your home in Florida with travel for business as required. We look forward to your contributions in the growth and development of Digimarc.

 

The following summarizes the terms relating to this offer.

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EXECUTION VERSION

FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT

This FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of June 5, 2026, is entered into by and among FAIR ISAAC CORPORATION, a Delaware corporation (the “Borrower”), the Lenders party hereto (including the Term Loan Lenders (as defined in the Amended Credit Agreement referenced below)) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, with respect to the following:

A. The Borrower, the Administrative Agent and the several banks and other financial institutions party thereto (together with the Term Loan Lenders, the “Lenders”) have previously entered into that certain Third Amended and Restated Credit Agreement, dated as of May 13, 2025 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement” and the Credit Agreement as amended by this Amendment, the “Amended Credit Agreement”). Capitalized terms used but not defined herein have the meanings assigned to them in the Credit Agreement.

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Document

Exhibit 10.1

[Groupon Letterhead]

May 18, 2026

Adi Rajkumar

Via Email

Dear Adi,

Groupon, Inc. (“Groupon”) is excited to formally offer you an exempt, regular, full-time position as a Chief Operating Officer, reporting to Dusan Senkypl. You will be based remotely in Texas. The terms of the offer are detailed below.

Your start date will be Monday, August 3, 2026 (“Start Date”).

Please be aware that this offer is in consideration for and contingent upon: (i) your returning a signed copy of this letter to Groupon no later than 3 days from the date of this letter or 5 business days before your Start Date, whichever comes first; (ii) if applicable, the successful completion of a pre-employment background check and/or drug screen; (iii) your acknowledgement of and agreement to the Confidentiality, Intellectual Property and Restrictive Covenants Agreement (“CIPRA”) and (if applicable) the Mutual Arbitration Agreement; and (iv) your ability to provide satisfactory proof of your identity and authorization to work in the United States, as required by law. You are responsible

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SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement (this “Agreement”) is dated as of June 4, 2026, between Ocean Power Technologies, Inc., a Delaware corporation (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 an effective registration statement under the Securities Act (as defined below), 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.

 

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:

 

Definitions

 

1.1.

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SECURITIES EXCHANGE AGREEMENT

 

This Securities Exchange Agreement (this “Agreement”) is entered into as of June 3, 2026 (the “Effective Date”), by and between VisionWave Holdings, Inc., a corporation organized and existing under the laws of the State of Delaware, with its principal place of business at 300 Delaware Ave, Suite 210#301, Wilmington, Delaware 19801, USA (“VisionWave”) and Foresight Autonomous Holdings Ltd., a company organized and existing under the laws of the State of Israel, with its principal place of business at 7 Golda Meir St., Nes Ziona, Israel (“Foresight”).

 

VisionWave and Foresight are collectively referred to herein as the “Parties” and individually as a “Party.”

 

Unless otherwise expressly defined herein or the context otherwise requires, the capitalized terms used in this Agreement shall have the meanings set forth in the Appendix hereto.

 

RECITALS

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Execution Version

SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement (this “Agreement”) is dated as of June 7, 2026, between Solidion Technology, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Investor” and collectively the “Investors”).

 

WHEREAS, the Company and the Investors are executing and delivering this Agreement in reliance upon an exemption from securities registration afforded by Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act (as defined below);

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Execution Version

 

PLACEMENT AGENCY AGREEMENT

 

June 7, 2026 

 

Titan Partners Group LLC,

a division of American Capital Partners, LLC

4 World Trade Center, 49th Floor

New York, NY 10007

 

Ladies and Gentlemen:

Introductory. This Placement Agency Agreement (this “Agreement”) sets forth the terms upon which Titan Partners Group LLC, a division of American Capital Partners, LLC (“Titan Partners” or the “Placement Agent”), shall be engaged by Solidion Technology, Inc., a Delaware corporation (the “Company”), to act as the exclusive Placement Agent in connection with the private placement (hereinafter referred to as the “Placement”) of (i) shares of common stock, par value $0.0001 per share (the “Common Stock” and the Common Stock offered in the Placement, the “Placement Common Stock”), of the Company, and (ii) pre-funded warrants (the “Pre-funded Warrants” to purchase shares of Common Stock at an exercise price equal to $0.0001 per share. The Placement Common Stock and the Pre-funded Warrants are collectively referred to as the “**Place

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SOLIDION TECHNOLOGY, INC.

WAIVER TO THE SECURITIES PURCHASE AGREEMENT

 

This waiver (this “Waiver”) to the Securities Purchase Agreement, dated as of August 30, 2024, by and between Solidion Technology, Inc., a Delaware corporation (the “Company”) and the purchasers from time to time party thereto, as amended by the Amendment to the Securities Purchase Agreement, dated as of October 21, 2025, by and among the Company, Bayside Project LLC and Madison Bond LLC (together, the “Agreement”), is entered into by and among the Company, Bayside Project LLC and Madison Bond LLC (the “Investors”), as of June 7, 2026 (the “Effective Date”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

 

Section 1 Conditional Agreement to Waive Rights.

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