Browse EX-10 agreements

AMENDMENT
TO THE
INVESTMENT MANAGEMENT TRUST AGREEMENT

This Amendment No. 1 (this “Amendment”), dated as of October 7, 2026, to the Existing Trust Agreement (as defined below) is made by and between Aldel Financial II Inc. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Existing Trust Agreement.

WHEREAS, the Company and the Trustee entered into an Investment Management Trust Agreement dated as of October 16, 2024 (the “Existing Trust Agreement”);

WHEREAS, Section 1(i) of the Trust Agreement sets forth the terms that govern the liquidation of the Company’s trust account (the “Trust Account”) under the circumstances described therein;

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REGISTERED PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK

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SUNSHINE BIOPHARMA INC.

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Warrant Shares: [●]	Initial Exercise Date: [●], 2026
	Issuance Date: [●], 2026

THIS PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, [●] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time until this Warrant is exercised in full (the “Termination Date”), to subscribe for and purchase from Sunshine Biopharma Inc., a Colorado corporation (the “Company”), up to [●] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. Subject to the provisions of Section 2.3, the purchase price of one (1) share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2.2.

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October 8, 2026

PERSONAL AND CONFIDENTIAL

Dr. Steve Slilaty, Chief Executive Officer

Sunshine Biopharma Inc.

333 Las Olas Way, CU4 Suite 433

Fort Lauderdale, FL 33301

Re:SBFM | Best Efforts Secondary Offering | Placement Agent Agreement

Dear Dr. Slilaty:

The purpose of this placement agent agreement is to outline our agreement pursuant to which Aegis Capital Corp. (“Aegis”) will act as the placement agent on a “best efforts” basis in connection with the proposed Best Efforts Secondary Offering (the “Placement”) by Sunshine Biopharma Inc. (collectively, with its subsidiaries and affiliates, the “Company”) of units consisting of its shares of Common Stock and warrants to purchase its shares of Common Stock (the “Securities”). This placement agent agreement sets forth certain conditions and assumptions upon which the Placement is premised. The Company expressly acknowledges and agrees that Aegis’s obligations hereunder are on a reasonable “best efforts” basis only and that the execution of this Agreement does not constitute a commitment by Aegis t

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SERIES D REGISTERED COMMON WARRANT TO PURCHASE COMMON STOCK

SUNSHINE BIOPHARMA INC.

Warrant Shares: [●]	Initial Exercise Date: [●], 2026
	Issuance Date: [●], 2026

THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, [●] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Initial Exercise Date and on or prior to 5:00 p.m. (New York City time) on [●] (the “Termination Date”) but not thereafter, to subscribe for and purchase from Sunshine Biopharma Inc., a Colorado corporation (the “Company”), up to [●] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. Subject to the provisions of Section 2.3, the purchase price of one (1) share of Common Stock under this Warrant shall be equal to the Exercis

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FORM OF SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of October 5, 2026 between Arrive AI 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 in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, (i) shares of Common Stock (as defined below) (the “Shares”) and (ii) Common Warrants (as defined below) to purchase shares of Common Stock (the “Warrant Shares” and, together with the Shares and the Common Warrants, the “Securities”), as more fully described in this Agreement. The Shares and the Warrant Shares will be registered under the Registration Statement (as defined below).

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 8, 2026 (the “Execution Date”), is entered into by and between Volato Group, Inc., a Delaware corporation (the “Company”), and DFU, LLC, a Delaware limited liability company (the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Common Stock Purchase Agreement, dated as of the date hereof, by and between the parties hereto (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

WHEREAS:

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** Exhibit 10.1**

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Execution Version

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COMMON STOCK PURCHASE AGREEMENT

This COMMON STOCK PURCHASE AGREEMENT is made and entered into as of October 8, 2026 (this “Agreement”), by and between DFU, LLC, a Delaware limited liability company (the “Investor”), and Volato Group, Inc., a Delaware corporation (the “Company”).

RECiTALS

WHEREAS, the parties desire that, upon the terms and subject to the conditions and limitations set forth herein, the Company may issue and sell to the Investor, from time to time as provided herein, and the Investor shall purchase from the Company, up to the lesser of (a) $1,000,000,000 and (b) 19.99% of the Company’s outstanding shares of Common Stock as of the date of this Agreement, unless Stockholder Approval (defined below) is obtained to issue more than such 19.99%;

WHEREAS, in consideration for the Investor’s execution and delivery of this Agreement, the Company shall cause its Transfer Agent to issue the Commitment Securities to the Investor; and

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VISTAGEN THERAPEUTICS, INC.

EXECUTIVE SEVERANCE PLAN

AND SUMMARY PLAN DESCRIPTION

Effective Date: October 7, 2026

1.Purpose. The Board of Directors of Vistagen Therapeutics, Inc. (the “Board”), a Nevada corporation (“Vistagen” or the “Company”), recognizes that a potential involuntary termination of employment of Vistagen’s senior management, including in connection with a Change in Control of the Company, may create, may cause key employees to depart or become distracted, to the detriment of the Company and its stockholders. Accordingly, the Company will provide Eligible Employees with rights to receive certain severance payments and other benefits upon a Qualifying Termination pursuant to this Executive Severance Plan (“Plan”), as set forth below. This Plan is an “employee welfare benefit plan,” as defined in Section 3(1) of ERISA. This Plan is governed by ERISA and, to the extent applicable, the laws of the State of Nevada. This document constitutes both the written instrument under which this Plan is maintained and the required summary plan description for this Plan. This Pla

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MOLECULIN BIOTECH, INC.

2024 STOCK PLAN

(Amended and Restated)

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Section 1.      Establishment and Purpose.

1.1    The Board of Directors of Moleculin Biotech, Inc. (the “Company”) established the Moleculin Biotech, Inc. 2024 Stock Plan (the “Plan”), effective as of October 24, 2024. The Plan was amended effective as of August 18, 2025, and was further amended on October 9, 2026, subject to approval by the Company’s stockholders at the Company’s annual meeting on such date. Awards granted prior to the effective date of the Plan’s amendment and restatement shall be governed by the terms of the Plan as in effect on the grant date of the Award.

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THIS AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE (THIS “NOTE”) AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE MAKER AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER TO THE EFFECT THAT ANY SALE OR OTHER DISPOSITION IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

COPLEY ACQUISITION CORP

AMENDED AND RESTATED

CONVERTIBLE PROMISSORY NOTE

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Execution Version

AMENDED AND RESTATED SECURITY AND PLEDGE AGREEMENT

THIS AMENDED AND RESTATED SECURITY AND PLEDGE AGREEMENT (this “Agreement”) is entered into as of October 9, 2026 among i3 VERTICALS, LLC, a Delaware limited liability company (the “Borrower”), the other parties identified as “Obligors” on the signature pages hereto and such other parties that may become Obligors hereunder after the date hereof (together with the Borrower, individually an “Obligor”, and collectively the “Obligors”) and JPMorgan Chase Bank, N.A., in its capacity as administrative agent (in such capacity, the “Administrative Agent”) for the holders of the Secured Obligations (defined below).

RECITALS

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Execution Version

Published CUSIP Numbers:

Deal: 44932JAH2

Revolver: 44932JAJ8

AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of October 9, 2026

among

i3 VERTICALS, LLC,

as the Borrower,

i3 VERTICALS, INC. and THE SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN,

as the Guarantors,

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent, Swingline Lender and L/C Issuer,

and

THE OTHER LENDERS PARTY HERETO

PINNACLE BANK

and

KEYBANK NATIONAL ASSOCIATION

as Co-Documentation Agents

Arranged By:

JPMORGAN CHASE BANK, N.A.,

U.S. BANK NATIONAL ASSOCIATION

and

WELLS FARGO SECURITIES, LLC

as Joint Lead Arrangers and Joint Bookrunners

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TABLE OF CONTENTS

1.01Defined Terms1

1.02Other Interpretive Provisions41

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