Browse EX-10 agreements

VisionWave Holdings, Inc.

300 Delaware Ave., Suite 210#301

Wilmington, Delaware 19801

 

June 11, 2026

 

VIA EMAIL

 

Danny Rittman

 

Re: Amendment No. 1 to Employment Agreement dated August 6, 2025

 

Dear Danny:

 

This letter agreement (this “Amendment”) is entered into as of June 11, 2026, by and between VisionWave Holdings, Inc., a Delaware corporation (the “Company”), and Danny Rittman (“Executive”).

 

RECITALS

 

WHEREAS, the Company and Executive are parties to that certain Employment Agreement dated August 6, 2025 (the “Original Agreement”); and

 

WHEREAS, the parties desire to amend the Original Agreement on the terms and conditions set forth herein;

 

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

…

Execution Version

 

REVOLVING LOAN AGREEMENT`

 

This Revolving Loan Agreement (this “Agreement”) is dated as of June 10, 2026, between BioRestorative Therapies, Inc. (the “Borrower”), and the lender identified on the signature page hereto (including its successors and assigns, the “Lender”).

 

WHEREAS, Borrower wishes to obtain Loans from time to time from Lender in an aggregate principal amount at any one time outstanding not to exceed the Maximum Outstanding Amount, and Lender wishes to provide such Loans, all on the terms and subject to the conditions hereinafter set forth;

 

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, Borrower and Lender agree as follows:

ARTICLE I DEFINITIONS

 

Section 1.01. Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings set forth in this Agreement.

 

“$” means United States Dollars.

…

Execution Version

 

APPENDIX A TO REVOLVING LOAN AGREEMENT

Form of Revolving Promissory Note

THIS PROMISSORY NOTE HAS NOT 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.

Original Issue Date:

[Closing Date]

Maximum Principal Amount:

$1,000,000 (the Maximum Outstanding Amount)

Final Maturity Date:

First anniversary of the Closing Date

Interest Rate:

12% per annum

Default Rate:

16% per annum

 

BIORESTORATIVE THERAPIES, INC.

REVOLVING PROMISSORY NOTE

…

I-ON Digital Corp.

 

2026 Equity Incentive Plan

Date of Approval: June 8, 2026

 

1.

General.

 

(a) Name of Plan. The name of this Plan is the “I-ON Digital Corp 2026 Equity Incentive Plan.”

 

(b) Eligible Award Recipients. Employees, Directors and Consultants are eligible to receive Awards.

 

(c) Available Awards. The Plan provides for the grant of the following types of Awards: (i) Incentive Stock Options, (ii) Nonstatutory Stock Options, (iii) Stock Appreciation Rights (iv) Restricted Stock Awards, (v) Restricted Stock Unit Awards, (vi) Performance Stock Awards, (vii) Performance Cash Awards, and (viii) Other Stock Awards.

 

(d) Purpose. The Plan, through the granting of Awards, is intended to help the Company secure and retain the services of eligible award recipients, provide incentives for such persons to exert maximum efforts for the success of the Company and any Affiliate and provide a means by which the eligible recipients may benefit from increases in value of the Common Stock.

 

2.

Administration.

…

Neuraxis, Inc.

2022 Omnibus Securities and Incentive Plan (As Amended As of June 11, 2026)

 

Table of Contents

 

 

 

Page

 

 

 

 

ARTICLE I

PURPOSE

1

 

 

 

ARTICLE II

DEFINITIONS

1

 

 

 

ARTICLE III

EFFECTIVE DATE OF PLAN

6

 

 

 

ARTICLE IV

ADMINISTRATION

6

 

Section 4.1

Administration

6

 

Section 4.2

Powers

6

 

Section 4.3

Additional Powers

6

 

Section 4.4

Delegation

6

 

Section 4.5

Power and Authority of the Board

6

 

 

 

 

ARTICLE V

Stock SUBJECT TO PLAN AND LIMITATIONS THEREON

7

 

Section 5.1

Stock Grant and Award Limits

7

 

Section 5.2

Prior Stock Plan

7

 

Section 5.3

Common Stock Offered

7

 

 

 

 

ARTICLE VI

ELIGIBILITY FOR AWARDS

7

 

 

 

ARTICLE VII

OPTIONS

7

 

Section 7.1

Option Period

7

 

Section 7.2

Limitations on Exercise of Option

7

 

Section 7.3

Special Limitations on Incentive Stock Options

8

 

Section 7.4

Option Agreement

8

 

Section 7.5

Option Price and Payment

8

 

Section 7.6

Stockholder Rights and Privileges

9

 

Section 7.7

…

Employee Stock Purchase Plan (“ESPP”)

 

NEURAXIS, INC.

 

2025 EMPLOYEE STOCK PURCHASE PLAN

 

Compensation Committee and Board of Directors Approval: July 1, 2025 (amendment approved by the Compensation Committee and Board of Directors on April 9, 2026)

APPROVED BY THE STOCKHOLDERS: June 10, 2026

EFFECTIVE DATE: July 1, 2025

 

1.

General; Purpose.

 

(a) The Plan provides a means by which Eligible Employees of the Company may be given an opportunity to purchase shares of Common Stock. The Plan permits the Company to grant a series of Purchase Rights to Eligible Employees under an Employee Stock Purchase Plan. In addition, the Plan permits the Company to grant a series of Purchase Rights to Eligible Employees that do not meet the requirements of an Employee Stock Purchase Plan.

…

June 8, 2026

 

Snow Rothschild Acquisition Corp.

40 West 57th Street, Suite 1800

New York, NY 10019

 

Re:

Initial Public Offering

 

Ladies and Gentlemen:

 

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Snow Rothschild Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Santander US Capital Markets LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 200,000,000 of the Company’s units (including up to 3,000,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each unit comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11

…

INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of June 8, 2026 by and between Snow Rothschild Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

 

WHEREAS, the Company’s registration statement on Form S-1 (File No. 333-261011110) (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”), each of which consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (such initial public offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission;

…

REGISTRATION RIGHTS AGREEMENT

 

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 8, 2026, is made and entered into by and among Snow Rothschild Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Snow Rothschild Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”) (together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

 

RECITALS

WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “IPO”), each unit consisting of one (Class A Ordinary Share, par value $0.0001 per share (the “Ordinary Shares”), of the Company and one-half of one redeemable warrant to purchase one Ordinary Share upon the consummation of the Company’s initial business combination;

…

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of June 8, 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Snow Rothschild Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Snow Rothschild Acquisition Sponsor LLC, a Delaware limited liability company (the “Purchaser”).

 

WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting of one Class A Ordinary Share, par value $0.0001 per share, of the Company (an “Ordinary Share”), and one-half of one redeemable warrant. Each whole warrant entitles the holder to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share. The Purchaser has agreed to purchase an aggregate of 1,500,000 warrants (including in the event that the over-allotment option in connection with the Public Offering is exercised) (the “Private Placement Warrants”), each Private Placement Warrant entitling the

…

FORM OF INDEMNITY AGREEMENT

 

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of June 8, 2026, by and between Snow Rothschild Acquisition Corp, a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).

 

RECITALS

 

WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such companies;

 

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its Subsidiaries (as defined below) from certain liabilities;

…

Snow Rothschild Acquisition Corp.

40 West 57th Street, Suite 1800

New York, NY 10019

 

June 8, 2026

 

Snow Rothschild Acquisition Sponsor LLC

40 West 57th Street, Suite 1800

New York, NY 10019

 

Re: Administrative Services Agreement

 

Ladies and Gentlemen:

 

This letter agreement by and between Snow Rothschild Acquisition Corp. (the “Company”) and Snow Rothschild Acquisition Sponsor LLC (the “Services Provider” or “Sponsor”), our sponsor, dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Stock Market LLC (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

…