Browse EX-10 agreements

OMNIBUS AMENDMENT AGREEMENT

THIS OMNIBUS WAIVER AND AMENDMENT AGREEMENT (this “Agreement”), is made and entered into effective as of October 10, 2025, by and between FireFly Automatix, Inc., a Delaware corporation (the “Company”) and FF Opportunities 2 LLC (“FF2”), FF Opportunities 3 LLC (“FF3”) and FF Opportunities 4 LLC (“FF4” together with FF2 and FF3, each a “Holder” and together, the “Holders”).

WHEREAS, the Company and FF2 are parties to that certain Securities Purchase Agreement, dated as of July 17, 2019 (the “2019 Purchase Agreement”) pursuant to which the Company issued to FF2 an 11% Senior Secured Convertible Debenture dated as of July 17, 2019 (the “2019 Debenture”) and Common Stock Purchase Warrant dated as of July 17, 2019 (the “2019 Warrant”);

…

FIREFLY AUTOMATIX, INC.
2025 stock and INCENTIVE PLAN

Section 1. Purpose

** **

The purpose of the Plan is to promote the interests of the Company and its stockholders by aiding the Company in attracting and retaining employees, officers, consultants, advisors and non-employee Directors capable of assuring the future success of the Company, to offer such persons incentives to put forth maximum efforts for the success of the Company’s business and to compensate such persons through various stock-based arrangements and provide them with opportunities for stock ownership in the Company, thereby aligning the interests of such persons with the Company’s stockholders.

Section 2. Definitions

As used in the Plan, the following terms shall have the meanings set forth below:

(a) “Affiliate” shall mean any entity that, directly or indirectly through one or more intermediaries, is controlled by the Company.

…

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (“Agreement”), dated as of [DATE], is by and between FireFly Automatix, Inc., a Delaware corporation (the “Company”) and [NAME OF DIRECTOR/OFFICER] (the “Indemnitee”).

WHEREAS, Indemnitee is a director and/or an officer of the Company;

WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of public companies;

WHEREAS, the board of directors of the Company (the “Board”) has determined that enhancing the ability of the Company to retain and attract as directors and officers the most capable persons is in the best interests of the Company and that the Company therefore should seek to assure such persons that indemnification and insurance coverage is available; and

…

Unsecured Convertible Promissory Noteholder Consent and Conversion Agreement

This UNSECURED CONVERTIBLE PROMISSORY NOTEHOLDER CONSENT AND CONVERSION AGREEMENT (this “Agreement”) is entered into as of [__________], 2026 (the “Effective Date”), by and among FireFly Robotics, Inc., a Delaware corporation (the “Company”), and the holders (each, a “Holder” and together, the “Holders”) of the Company’s Unsecured Convertible Promissory Notes listed on Schedule A (the “Notes”).

WHEREAS

The Company issued the Notes to the Holders on the dates and in the aggregate principal amounts set forth on Schedule A;

The Notes provide for automatic conversion upon a Forced Conversion Event, which is defined in the Notes as an underwritten public offering of the Company’s common stock, par value $0.001 per share (“Common Stock”), which raises at least $10 million in gross proceeds;

…

SUBORDINATION AGREEMENT

February 23, 2026

FF Opportunities 5 LLC

One Penn Plaza, Suite 4810

New York, NY 10119

Ladies and Gentlemen:

The undersigned lenders and/or warrant holders (each a “Creditor”, and collectively referred to as “Creditors”) are creditors of FireFly Automatix, Inc., a Delaware corporation (the “Company” or the “Borrower”) and/or all direct and indirect subsidiaries (each, a “Borrower” and collectively referred to herein as “Borrowers”) and desire that FF Opportunities 5 LLC (the “Senior Lender”) extend and continue to extend such financial accommodations to the Borrowers as Borrowers may request and as the Senior Lender may deem proper, and continue to extend such financial accommodations to the Borrowers. Defined terms not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement dated February 23, 2026 between the Company and the Senior Lender (the “Purchase Agreement”). For the purpose of inducing Senior Lender to extend additional credit to the Borrowers and, at any time or from time to time, at

…

SECURITY AGREEMENT

This SECURITY AGREEMENT, dated as of June 1, 2026 (this “Agreement”), is among FireFly Automatix, Inc., a Delaware corporation (the “Company”), all of the subsidiaries of the Company from time to time party hereto by execution of an Additional Debtor Joinder (as defined below) (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of (i) the Company’s 15% Senior Secured Convertible Debenture in the original aggregate principal amount of $2.0 million and (ii) the Company’s 15% Senior Secured Convertible Debenture in the original aggregate principal amount of $3.0 million (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).

W I T N E S S E T H:

WHEREAS, pursuant to certain Purchase Agreements (as defined in the Debentures), the Secured Parties have severally agreed to extend the loans to the Company evidenced by the Debentures; and

…

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE 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. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

Original Issue Date: February 23, 2026

Original Conversion Price (subject to adjustment herein): $5.5674

** **

$2,000,000

15% SENIOR SECURED CONVERTIBLE DEBENTURE

DUE JANUARY 31, 2028

** **

…

** **

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS OF THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE 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. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

…

** **

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS OF THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE 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. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

…

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS OF THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

SECURITIES PURCHASE AGREEMENT

** **

This Securities Purchase Agreement (this “Agreement”) is dated as of January 13, 2022, between FireFly Automatix, Inc., a Delaware corporation d/b/a FireFly Equipment (the “Company”), and FF Opportunities 3 LLC (including its successors and assigns, “Purchaser”).

WHEREAS, the Purchaser and the Company entered into the Securities Purchase Agreement, dated July 17, 2019, and the Transaction Documents, as defined therein (the “2019 Transaction Documents”);

WHEREAS, the Purchaser and the Company entered into the Securities Purchase Agreement, dated April 22, 2020, and the Transaction Documents, as defined therein (the “April 2020 Transaction Documents”); and

…

SUBORDINATION AGREEMENT

July 25, 2024

FF Opportunities 4 LLC

17 State Street #2100

New York, NY 10004

Ladies and Gentlemen:

The undersigned lenders and/or warrant holders (each a “Creditor”, and collectively referred to as “Creditors”) are creditors of FireFly Automatix, Inc., a Delaware corporation (the “Company” or the “Borrower”)) and/or all direct and indirect subsidiaries (each, a “Borrower” and collectively referred to herein as “Borrowers”) and desire that FF Opportunities 4 LLC (the “Senior Lender”) extend and continue to extend such financial accommodations to the Borrowers as Borrowers may request and as the Senior Lender may deem proper, and continue to extend such financial accommodations to the Borrowers. Defined terms not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement dated July 25, 2024 between the Company and the Senior Lender (the “Purchase Agreement”). For the purpose of inducing Senior Lender to extend additional credit to the Borrowers and, at any time or from time to time, at Senior

…

FireFly Automatix, Inc.

2016 Stock Plan

Adopted on February 10, 2016

** **

TABLE OF CONTENTS

** **	** **	Page
SECTION 1.	Establishment And Purpose	1
** **	** **	** **
SECTION 2.	Administration	1
(a) Committees of the Board of Directors		1

…