Browse EX-10 agreements

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Exhibit 10.66

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of [_____], 2026 between Nuwellis, 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:

ARTICLE I.

DEFINITIONS

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This settlement document is dated June 1, 2026 between Invech Holdings, Inc. and Andrew Chase Cochran.

History of the Deal: Invech Holdings, Inc. agreed to buy and Andrew Chase Cochran agreed to sell the www.paragonrentals.ai marketplace platform. Complete front end, back end, database, and full code for $450,000. Invech Holdings, Inc. issued Andrew Chase Cochran a convertible debt note in Invech Holdings, Inc. The debt note converted to 10 million shares of common stock at $.045 per share.

Settlement: However on June 1, 2026 both parties have agreed that Andrew Chase Cochran will settle for half the remaining note value of $225,000 convertible to 5,000,000 (five million) common shares at $0.045 per share.

Both parties agree that this settlement agreement settles forever all claims current and future in contract and in torte for the remaining amount of debt owed.

Upon signing this agreement both parties attest in writing this debt is settled to the above terms.

Invech Holdings, Inc.

Represented by: Alexander M. Woods-Leo

Role: CEO, Majority Holder

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Settlement Agreement

This Settlement Agreement (“Agreement”) is made by and between Invech Holdings, Inc. (“IVI”), a Wyoming corporation, with an address of 1603 Capitol Avenue Suite 413 PMB 1777 Cheyenne, WY 82001, and ARNOLD F. SOCK (“AFS”), an individual, with the address of P.O. Box 25847 Los Angeles, CA 90025 on this 1st day of June 2026. IVI and AFS are, collectively, the “Parties. The Parties agree to fully resolve and settle for their mutual benefit an undisputed IVI obligation due AFS, and in consideration therefore, agree as follows:

1. IVI has issued to AFS one million two hundred thousand shares of IVHI common stock per the AFS engagement letter with IVI dated February 12, 2026. The shares were to be earned quarterly in the amount of three hundred thousand shares. Three hundred thousand shares have been earned as of the first quarter of 2026, ending on March 31, 2026.

2. AFS has billed IVI for $3,450 for the month of May 2026 legal services. There remains an unpaid balance of $2,950 for services prior to May 2026. The total due as of June 1, 2026 is $6,400.

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CLIMB GLOBAL SOLUTIONS, INC.

2021 OMNIBUS INCENTIVE PLAN

(AMENDED AND RESTATED EFFECTIVE AS OF JUNE 2, 2026)

	SECTION 1.	GENERAL PURPOSE OF THE PLAN; DEFINITIONS

This Climb Global Solutions, Inc. 2021 Omnibus Incentive Plan (“Plan”) is hereby amended and restated as set forth herein , effective as of June 2, 2026 (“Amending Restatement”). The Plan, formerly known as the Wayside Technology Group, Inc. 2021 Omnibus Incentive Plan, was originally approved by stockholders at the 2021 Annual Meeting in June 2021. The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and Consultants of Climb Global Solutions, Inc. (the “Company”) and its Affiliates upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its business to acquire a proprietary interest in the Company. It is anticipated that providing such persons with a direct stake in the Company’s welfare will assure a closer identification of their interests with those of the Company and its stoc

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AMENDMENT TO

UPLAND SOFTWARE, INC.

2024 OMNIBUS INCENTIVE PLAN

April 8, 2026

This Amendment (this “Amendment”) to the Upland Software, Inc. 2024 Omnibus Incentive Plan, as amended from time to time (the “Plan”), is adopted by the Board of Directors of Upland Software, Inc., a Delaware corporation (the “Company”) on the date set forth above, effective as of the date it is approved by the Company’s stockholders. The Plan is hereby amended, subject to and effective as of the date of such stockholder approval, as follows:

1.    Section 3(a) of the Plan is hereby deleted and replaced in its entirety by the following:

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Exhibit 10.1

THIS INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED IN THIS SAFE AND UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.

ETRONIUM AI INC.

SAFE

(Simple Agreement for Future Equity)

THIS CERTIFIES THAT in exchange for the payment by AMC Robotics Corporation (the “Investor”) of $500,000 (the “Purchase Amount”) on or about ____, 2026, Etronium AI Inc., a North Carolina corporation (the “Company”), issues to the Investor the right to certain shares of the Company’s Capital Stock, subject to the terms described below.

The “Post-Money Valuation Cap” is $______. See Section 2 for certain additional defined terms.

	1.	Events

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Execution Version

FIRST LIEN CREDIT AGREEMENT

dated as of June 4, 2026

among

WARNER BROS. DISCOVERY, INC.

as Holdco,

DISCOVERY GLOBAL HOLDINGS, INC.

as Parent Borrower,

THE DESIGNATED SUBSIDIARY BORROWERS

FROM TIME TO TIME PARTY HERETO,

THE LENDERS

FROM TIME TO TIME PARTY HERETO,

JPMORGAN CHASE BANK, N.A.,

as U.S. Administrative Agent and Collateral Agent,

and

J.P. MORGAN SE,

as Non-U.S. Administrative Agent

JPMORGAN CHASE BANK, N.A., BARCLAYS BANK PLC, BNP PARIBAS SECURITIES CORP.,

DEUTSCHE BANK SECURITIES INC., NATWEST MARKETS PLC, RBC CAPITAL MARKETS1,

UBS SECURITIES LLC and WELLS FARGO SECURITIES, LLC,

as Co-Syndication Agents,

PNC CAPITAL MARKETS LLC, BANCO SANTANDER, S.A., NEW YORK BRANCH, SOCIÉTÉ

GÉNÉRALE, TD SECURITIES (USA) LLC, MUFG BANK, LTD., FIFTH THIRD BANK,

NATIONAL ASSOCIATION and ING CAPITAL LLC,

as Co-Documentation Agents,

and

JPMORGAN CHASE BANK, N.A., BARCLAYS BANK PLC, BNP PARIBAS SECURITIES CORP.,

DEUTSCHE BANK SECURITIES INC., NATWEST MARKETS PLC, RBC CAPITAL MARKETS,

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Exhibit 10.1

LETTER OF INTENT

FOR THE PROPOSED ACQUISITION OF SUBSTANTIALLY ALL ASSETS AND BUSINESS OPERATIONS OF

RESMAC, INC.

Dated: May 30, 2026

This Letter of Intent (this “Letter” or “LOI”) is entered into as of the date set forth above by and between the following parties:

Acquirer:

Netcapital Inc., a Utah corporation with its principal executive offices at 1 Lincoln Street, Boston, Massachusetts 02111, whose common stock is listed on The Nasdaq Capital Market under the ticker symbol “NCPL,” Commission File Number 001-41443 (the “Acquirer” or “NCPL”), acting directly or through a wholly-owned subsidiary to be formed under the laws of the State of South Dakota as further described herein.

Seller:

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SHARE PURCHASE AGREEMENT

For an Additional 4% of PredicXion Group Limited

Date: 2 Jun 2026

Parties

This Share Purchase Agreement (the “Agreement”) is made by and among:

1. PredicXion Group Limited, a company organised under the laws of the British Virgin Islands, with registered address at Aegis Chambers, 1st floor, Ellen Skelton Building, 3076 Sir Francis Drake’s Highway, Road Town, Tortola, VG1110, British Virgin Islands (the “Company”);

2. NewGenIVF Group Limited, a British Virgin Islands incorporated company, with registered address at 1/F, Pier 2, Central, Hong Kong (the “Buyer”); and

3. The shareholders of the Company listed in Schedule A (each a “Seller” and collectively, the “Sellers”).

Each of the Company, Buyer and the Sellers is referred to as a “Party” and collectively as the “Parties”.

Recitals

(A) The Buyer wishes to acquire, and the Sellers wish to sell, an additional 4% equity interest in the Company on the terms set out in this Agreement.

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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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Exhibit 10.1

Exhibit 10.3

SECURED PROMISSORY NOTE B

Effective Date: June 2, 2026	U.S. $5,000,000.00

FOR VALUE RECEIVED, Imunon, Inc., a Delaware corporation (“Borrower”), promises to pay to Streeterville Capital, LLC, a Utah limited liability company, or its successors or assigns (“Lender”), $5,000,000.00 and any interest, fees, charges, and late fees accrued hereunder on the date that is eighteen (18) months after the Purchase Price Date (the “Maturity Date”) in accordance with the terms set forth herein and to pay interest on the Outstanding Balance at the rate of five percent (5%) per annum from the Purchase Price Date until the same is paid in full. All interest calculations hereunder shall be computed on the basis of a 360-day year comprised of twelve (12) thirty (30) day months, shall compound daily and shall be payable in accordance with the terms of this Note. This Secured Promissory Note B (this “Note”) is issued and made effective as of June 2, 2026 (the “Effective Date”).

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