Browse EX-10 agreements

FORM OF SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of June 7, 2026, between Volato Group, 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 Section 4(a)(2) of the Securities Act (as defined below), and/or Rule 506 of Regulation D 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.

 

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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Spring Valley Acquisition Corp. V

April 28, 2026

 

[   ]

 

RE: Subscription Agreement for Founder Shares

 

Ladies and Gentlemen:

 

We are pleased to accept the offer Spring Valley Acquisition V Sponsor, LLC (the “Subscriber” or “you”) has made to purchase [ ] shares (“Founder Shares”) of the Class B ordinary shares, $0.0001 par value per share (“Class B Ordinary Shares”), of Spring Valley Acquisition Corp. V, a Cayman Islands exempted company (the “Company”), [up to [    ] of which are subject to forfeiture by you if the underwriters of the proposed initial public offering (“IPO”) of the Company pursuant to the registration statement on Form S-1 expected to be filed by the Company in connection with the IPO (the “Registration Statement”) do not fully exercise their over-allotment option (the “Over-allotment Option”) as described below]. For the purposes of this Agreement (this “Agreement”), references to “Ordinary Shares” are to, collectively, the Class B Ordinary Shares and the Company’s Class A ordinary shares, $0.0001 par va

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THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER THAT SUCH REGISTRATION IS NOT REQUIRED.

PROMISSORY NOTE

 

Principal Amount: Up to $250,000

Dated as of April 28, 2026

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Document

EXHIBIT 10.1

Commercial Paper Dealer Agreement

4(a)(2) Program

            Between:

Ares Capital Corporation, as Issuer and

[ ò ], as Dealer

Concerning Notes to be issued pursuant to an Issuing and Paying Agency Agreement dated as of [ ò ] between the Issuer and [ ò ], as Issuing and Paying Agent

Dated as of

[ ò ]

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Commercial Paper Dealer Agreement

4(a)(2) Program;

This commercial paper dealer agreement (this “Agreement”) sets forth the understandings between the Issuer and the Dealer, each named on the cover page hereof, in connection with the issuance and sale by the Issuer of its short-term promissory notes (the “Notes”) through the Dealer.

WHEREAS, certain terms used in this Agreement are defined in Section 6 hereof.

WHEREAS, the Addendum to this Agreement, and any Annexes or Exhibits described in this Agreement or such Addendum, are hereby incorporated into this Agreement and made fully a part hereof.

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Execution Version

AMENDMENT NO. 1

THIS AMENDMENT NO. 1, dated as of June 5, 2026 (this “Amendment”) is among MSD INVESTMENT CORP. (the “Borrower”), JPMorgan chase bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and the Lenders party hereto.

W I T N E S S E T H:

WHEREAS, reference is made to that certain Senior Secured Credit Agreement, dated as of December 20, 2024 ( the “Existing Credit Agreement” and, as amended by this Amendment and as further amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Lenders party thereto and the Administrative Agent; and

WHEREAS, the parties hereto have agreed to make certain amendments to the Existing Credit Agreement.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, and other good and valuable consideration, the receipt and adequacy of which are acknowledged, each party hereto agrees as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1.

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OPEN WORLD INC.

AMENDMENT TO CONSULTING AGREEMENT

 

This Amendment to Consulting Agreement (this “Amendment”) is entered into on the date last set forth on the signature page hereto, by and between Open World Inc., a Cayman Islands exempted company (the “Company”), GM Consulting Group Inc., a Delaware company (“Consultant”), effective January 1, 2026. Gerard Hernandez, an individual (the “Key Person”), is the sole shareholder and owner of Consultant and is the designated individual responsible for personally performing all Services on behalf of Consultant under the Consulting Agreement. Terms used but not otherwise defined shall have the meaning ascribed in the Consulting Agreement (as defined below).

 

RECITALS

 

WHEREAS, the Company and the Consultant entered into that certain Consulting Agreement, dated August 24, 2024 (the “Consulting Agreement”), pursuant to which the Consultant agreed to perform services as described in the statement of work attached to the Consulting Agreement as Exhibit A (the “Statement of Work”).

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EMPLOYMENT AGREEMENT

 

This Employment Agreement (this “Agreement”) is entered into on the date last set forth on the signature page hereto, by and between Open World Inc., a Cayman Islands exempted company (“Employer”) and Matthew Ian Shaw (the “Executive”), effective as of January 1, 2026 (the “Effective Date”). Some of the terms of this Employment Agreement are in the attached schedule (the “Schedule”), which is part of this Agreement.

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REGISTRATION RIGHTS AGREEMENT

 

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ l ], 2026, is made and entered into by and among VerifyMe, Inc., a Nevada corporation (the “Parent”), and the Persons set forth on Schedule I hereto (collectively, the “Company Holders” and, collectively with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 or Section 5.10 of this Agreement, the “Holders” and each, a “Holder”).

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OPEN WORLD INC.

AMENDMENT TO CONSULTING AGREEMENT

 

This Amendment to Consulting Agreement (this “Amendment”) is entered into on the date last set forth on the signature page hereto, by and between Open World Inc., a Cayman Islands exempted company (the “Company”) and Russel McMeekin, an individual (“Consultant”), effective January 1, 2026. Terms used but not otherwise defined shall have the meaning ascribed in the Consulting Agreement (as defined below).

 

RECITALS

 

WHEREAS, the Company and the Consultant entered into that certain Consulting Agreement, dated August 1, 2025 (the “Consulting Agreement”), pursuant to which the Consultant agreed to perform services as described in the statement of work attached to the Consulting Agreement as Exhibit A (the “Statement of Work”).

 

WHEREAS, the Company and the Consultant wish to amend the Consulting Agreement as set forth below.

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Document

Exhibit 10.2

Strive, Inc. Shares of Variable Rate Series A Perpetual Preferred Stock

(par value $0.001 per share)

Amended and Restated Controlled Equity OfferingSM

Sales Agreement

June 5, 2026

Cantor Fitzgerald & Co. 110 East 59th Street New York, New York 10022

Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019

Clear Street LLC 4 World Trade Center, Floor 46 New York, New York 10007

The Benchmark Company, LLC 150 E. 58th Street, 17th Floor New York, New York 10155

StoneX Financial Inc. 230 Park Ave, 10th Floor New York, New York 10169

B. Riley Securities, Inc. 299 Park Avenue, 21st Floor New York, New York 10171

Maxim Group LLC 300 Park Avenue, 16th Floor New York, New York 10022

H.C. Wainwright & Co., LLC 430 Park Avenue, 3rd Floor New York, New York 10022

Ladies and Gentlemen:

Strive, Inc., a Nevada corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (“Cantor”), Barclays Capital Inc. (“Barclays”) Clear Street LLC (“Clear Street”), The Benchmark Company, LLC (“Benchmark”), StoneX

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Document

Exhibit 10.1

Strive, Inc. Shares of Class A Common Stock

(par value $0.001 per share)

Amended and Restated Controlled Equity OfferingSM

Sales Agreement

June 5, 2026

Cantor Fitzgerald & Co.

110 East 59th Street

New York, New York 10022

Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019

Clear Street LLC 4 World Trade Center, Floor 46 New York, New York 10007

The Benchmark Company, LLC 150 E. 58th Street, 17th Floor New York, New York 10155

StoneX Financial Inc. 230 Park Ave, 10th Floor New York, New York 10169

B. Riley Securities, Inc. 299 Park Avenue, 21st Floor New York, New York 10171

Maxim Group LLC 300 Park Avenue, 16th Floor New York, New York 10022

H.C. Wainwright & Co., LLC 430 Park Avenue, 3rd Floor New York, New York 10022

Ladies and Gentlemen:

Strive, Inc., a Nevada corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (“Cantor”), Barclays Capital Inc. (“Barclays”) Clear Street LLC (“Clear Street”), The Benchmark Company, LLC (“Benchmark”), StoneX

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