Browse EX-10 agreements

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of May 31, 2026, by and between VSee Health, Inc., a Delaware corporation (“VSee Health”) and Milton Chen, an individual (“Chen” and, together with VSee Health, the “Parties” and, each individually, a “Party”).

RECITALS

WHEREAS, VSee Health owns one hundred percent (100%) of the equity securities (the “Company Stock”) of VSee Lab, Inc., a Delaware corporation (the “Company”), which was founded by Chen in 2008 and acquired by VSee Health in 2022;

WHEREAS, the Parties acknowledge that Chen is a founder of the Company and is entering into this Agreement in connection with a negotiated separation and restructuring of ownership and management of the Company;

WHEREAS, Chen (a) owns 2,870,069 shares of common stock of VSee Health, par value $0.0001 per share (the “Chen VSee Stock”) and (b) is the (i) co-chief executive officer and chairman of the board of VSee Health and (ii) chief executive officer of the Company;

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AMENDMENT TO CLAROS MORTGAGE TRUST, INC. 2016 INCENTIVE AWARD PLAN

This Amendment (this “Amendment”) to the Claros Mortgage Trust, Inc. 2016 Incentive Award Plan (the “Plan”), is adopted by the Board of Directors (the “Board”) of Claros Mortgage Trust, Inc., a Maryland corporation (the “Company”), effective as of June 3, 2026. Capitalized terms used in this Amendment and not otherwise defined herein shall have the meaning ascribed to such terms in the Plan.

WHEREAS, the Company sponsors and maintains the Plan as an equity incentive program under which employees, members of the Board, consultants and advisors to the Company may be offered the opportunity to acquire a proprietary interest in the Company;

WHEREAS, pursuant to Section 12.1 of the Plan, the Board may amend the Plan at any time, subject to approval of the Company’s stockholders to the extent required by applicable law (including an increase in the number of Shares available for issuance under the Plan); and

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LIFECORE BIOMEDICAL, INC.

2026 STOCK INCENTIVE PLAN

SECTION 1.INTRODUCTION.

1.1The Lifecore Biomedical, Inc. 2026 Stock Incentive Plan (the “Plan”) will be effective on October 16, 2026 (the “Effective Date”), subject to its approval by the Company’s stockholders at an annual or special meeting of stockholders within one year following the date adopted by the Board (the “Stockholder Approval”). The Plan shall supersede the Existing Equity Plan effective as of the Effective Date such that no further awards shall be made under the Existing Equity Plan on or after such date. However, this Plan shall not, in any way, affect awards under the Existing Equity Plan that are outstanding as of the Effective Date. If Stockholder Approval is not obtained, no Awards will be made under this Plan and the Existing Equity Plan will continue in effect in accordance with its terms.

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Exhibit 10.1

CONSULTING AGREEMENT

This Consulting Agreement (“Agreement”) is effective as of June 5, 2026 (the “Effective Date”) by and between Grace Therapeutics, Inc., a Delaware corporation, with a business address of 103 Carnegie Center, Suite 300, Princeton, NJ 08540 (“Company”), and Carrie D’Andrea, having an address at [•] (“Consultant”).

WHEREAS, Company desires to retain Consultant as an independent contractor to perform consulting services for Company; and

WHEREAS, Consultant is willing to perform such services, on the terms described herein.

NOW, THEREFORE, in consideration of the foregoing, and of the covenants, terms and conditions hereinafter expressed, the parties agree as follows:

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SECURITY AGREEMENT

THIS SECURITY AGREEMENT (this “Agreement”) with an effective date of June 2, 2026 is executed by SENSUS HEALTHCARE, INC., a Delaware corporation with an address of 851 Broken Sound Parkway N.W., #215, Boca Raton, Florida 33487 (“Debtor”), and CITY NATIONAL BANK OF FLORIDA, its successors and/or assigns, with an address is 2701 S. LeJeune Road, Coral Gables, Florida 33134 (“Lender”).

R E C I T A L S

A. Debtor has requested, and Lender has agreed to make a revolving credit facility available to Debtor in the maximum principal amount of FIFTEEN MILLION AND 00/100 DOLLARS ($15,000,000.00) (the “Loan”), as evidenced by that certain Revolving Promissory Note dated of even date herewith from Debtor in favor of Lender (as the same may be amended, restated, modified or replaced from time to time, the “Note”). The Note is secured, among other things, by a first priority security interest (subject to Permitted Liens (as defined below)) in all the business assets of Debtor. The funds are to be used by Debtor for working capital needs.

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PLEDGED COLLATERAL

AND RESTRICTED ACCOUNT AGREEMENT

THIS PLEDGED COLLATERAL AND RESTRICTED ACCOUNT AGREEMENT (the “Pledged Collateral Agreement”) is executed on June 2, 2026, by SENSUS HEALTHCARE, INC., a Delaware corporation with an address of 851 Broken Sound Parkway N.W. #215, Boca Raton, Florida 33487 (“Borrower”) and CITY NATIONAL BANK OF FLORIDA, its successors and/or assigns, with an address of 2701 S. LeJeune Road, Coral Gables, Florida 33134 (“Lender”).

RECITALS

A.Borrower has requested and Lender has agreed to make a revolving credit facility available to Borrower in the maximum principal amount of FIFTEEN MILLION AND 00/100 DOLLARS ($15,000,000.00) (the “Loan”) as evidenced by that certain Revolving Promissory Note of even date herewith, from Borrower in favor of Lender (as the same may be amended, restated, modified or replaced from time to time, the “Note”) which Loan is to be used for by Borrower for working capital needs.

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Florida Documentary Taxes in the amount of $2,450.00 are being paid in connection with this Revolving Promissory Note, as required by Florida law.

REVOLVING PROMISSORY NOTE

Effective

Date of Note:	June 2, 2026
Amount of Note:	FIFTEEN MILLION AND 00/100 DOLLARS ($15,000,000.00)
Maturity Date:	June 5, 2027, unless otherwise extended and/or accelerated pursuant to and in accordance with the terms and conditions set forth in this Note or extended as provided herein.

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LOAN AGREEMENT

THIS LOAN AGREEMENT (this “Agreement”) with an effective date of June 2, 2026 is executed by **SENSUS HEALTHCARE, INC.,**a Delaware corporation, with an address of 851 Broken Sound Parkway N.W., #215, Boca Raton, Florida 33487 (“Borrower”) and CITY NATIONAL BANK OF FLORIDA, its successors and/or assigns, with an address of 2701 S. LeJeune Road, Coral Gables, Florida 33134 (“Lender”).

RECITALS

A. Borrower has requested, and Lender has agreed to make a revolving credit facility available to Borrower in the maximum principal amount of FIFTEEN MILLION AND 00/100 DOLLARS ($15,000,000.00) (the “Loan”), as evidenced by that certain Revolving Promissory Note dated of even date herewith from Borrower in favor of Lender (as the same may be amended, restated, modified or replaced from time to time, the “Note”). The Note is secured by a (i) first priority blanket secured interest (subject to Permitted Liens (as defined below)) in all the business assets of Borrower as described in the Security Agreement (as

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ONESPAN INC.

AMENDED AND RESTATED 2019 OMNIBUS INCENTIVE PLAN

I.  INTRODUCTION

1.1    Purposes.  The purposes of the OneSpan Inc. 2019 Omnibus Incentive Plan (this “Plan”) are (i) to align the interests of the Company’s stockholders and the recipients of awards under this Plan by increasing the proprietary interest of such recipients in the Company’s growth and success, (ii) to advance the interests of the Company by attracting and retaining Non-Employee Directors, officers, other employees, consultants, independent contractors and agents and (iii) to motivate such persons to act in the long term best interests of the Company and its stockholders.

1.2    Certain Definitions.

“Agreement” shall mean the written or electronic agreement evidencing an award hereunder between the Company and the recipient of such award.

“Board” shall mean the Board of Directors of the Company.

“Change in Control” shall have the meaning set forth in Section 5.8(b).

“Code” shall mean the Internal Revenue Code of 1986, as amended.

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May ___, 2026

AmperCap Acquisition Company

12 East 49th Street, 18th Floor

New York, NY, 10017

Gentlemen:

AmperCap Acquisition Company (“Company”), a blank check company formed in the Cayman Islands for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), pursuant to its registration statement on Form S-1 initially filed on March 17, 2026 (as may be amended, the “Registration Statement”) in connection with its initial public offering (“IPO”).

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INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of June 2, 2026, by and between AmperCap Acquisition Company, 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, as amended (File No. 333-294363) (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 ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one right to receive one-tenth (1/10) of 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;

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PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of this June 2, 2026, by and between AmperCap Acquisition Company, a Cayman Islands exempted company (the “Company”), having its principal place of business at 12 East 49th Street, 18th Floor, New York, NY 10017 and EarlyBirdCapital, Inc. (“EBC or the “Purchaser”).

WHEREAS, the Company intends to consummate an initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit consisting of one ordinary share (“Ordinary Share”) of the Company, par value $0.0001 per share and one right to receive one-tenth (1/10) of one Ordinary Share. The Purchaser has agreed to purchase on a private placement basis (the “Offering”) an aggregate of 137,500 private placement units (or up to 158,125 private placement units if the underwriters’ over-allotment option is exercised in full) (the “Private Placement Units”), each Private Placement Unit comprised of one Ordinary

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