Browse EX-10 agreements

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (as amended, supplemented, restated and/or modified from time to time, this “Agreement”) is entered into as of September 10, 2026, by and between Glucotrack, Inc., a corporation incorporated under the laws of the State of Delaware (the “Company”), and the investors named on the signature pages annexed hereto (collectively, the “Investors”).

BACKGROUND

A. The board of directors (the “Board of Directors”) of the Company has authorized the issuance to the Investors of certain Notes (as defined below) and Warrants (as defined below).

B The Investor desires to purchase the Note on the terms and conditions set forth in this Agreement.

NOW THEREFORE, in consideration of the foregoing recitals and the covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Investor hereby agree as follows:

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**INVESTMENT MANAGEMENT TRUST AGREEMENT **

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2026 by and between Haymaker Acquisition Corp V, 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-[•]) (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-third 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;

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**PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT **

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [•], 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Haymaker Acquisition Corp V, a Cayman Islands exempted company (the “Company”), and Haymaker Sponsor V 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-third 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 4,000,000 warrants (whether or not the over-allotment option in connection with the Public Offering is exercised in full) (the “Private Placement Warrants”), each Private Placement Warrant entitling the holder to purchase one Ord

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[•], 2026

Haymaker Acquisition Corp V

515 North Flagler Drive

Suite 350

West Palm Beach, FL 33401

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 Haymaker Acquisition Corp V, a Cayman Islands exempted company (the “Company”) and Cantor Fitzgerald & Co. and William Blair & Company, L.L.C., as representatives (the “Representatives”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 28,750,000 of the Company’s units (including up to 3,750,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class********* A Ordinary Shares***”) and one-third of one redeemable warrant (each whole warrant, a “***

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SECURITIES PURCHASE AGREEMENT

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This Securities Purchase Agreement (this “Agreement”) is dated as of September 4, 2026, between Banzai International, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (including their respective successors and assigns, each a “Purchaser” and collectively, the “Purchasers”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 promulgated thereunder, 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:

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BANZAI INTERNATIONAL, INC. - LOCK-UP AGREEMENT

September 4, 2026

Banzai International, Inc.

435 Ericksen Ave NE

Suite 250

Bainbridge Island, WA 98110

United States

Ladies and Gentlemen:

The undersigned understands that Banzai International, Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the “SPA”) on September 4, 2026 with each purchaser (each, a “Purchaser”, and collectively “Purchasers”) identified on the signature page of the SPA, providing for the private placement (the “Transaction”) of unsecured convertible promissory notes (the “Notes”), convertible into Class A ordinary shares of Common Stock, $0.0001 par value per share, of the Company (“Shares”) and warrants (“Warrants”) to purchase shares of Common Stock. Capitalized terms used but not defined in this Agreement have the meanings ascribed to them in the SPA.

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SECOND AMENDED AND RESTATED

STOCKHOLDERS AGREEMENT

OF REFORMATION INC.

Dated as of July 28, 2026

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TABLE OF CONTENTS

Page

SECTION 1 EFFECTIVENESS; DEFINITIONS    2

Section 1.1    Effective Time    2

Section 1.2    Definitions    2

Section 1.3    Interpretation    7

SECTION 2 GENERAL PROVISIONS    8

Section 2.1    Organizational Documents    8

Section 2.2    Applicable Law    8

SECTION 3 GOVERNANCE    8

Section 3.1    Board Representation    8

Section 3.2    Committees of the Board    11

Section 3.3    Quorum and Acts of the Board    11

Section 3.4    Indemnification    12

Section 3.5    Directors’ and Officers’ Insurance    13

SECTION 4 RIGHTS AND OBLIGATIONS OF STOCKHOLDERS    14

Section 4.1    Actions Requiring Approval of the Permira Stockholder    14

Section 4.2    Lock-Up    15

Section 4.3    Confidential Information    15

SECTION 5 GENERAL PROVISIONS    17

Section 5.1    Further Assurances    17

Section 5.2    Authority; Effect    17

Section 5.3    Amendment and Waiver    17

Section 5.4    Successors and Assigns    18

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REFORMATION INC.
REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (as may be further amended, modified and supplemented from time to time, this “Agreement”), dated as of July 28, 2026 is by and among Reformation Inc., a Delaware corporation (the “Company”), and each of the other parties party hereto. Each of the Persons listed on the signature pages hereto (other than the Company) and any other Person who may become a party hereto pursuant to Section 12(c)are referred to individually as a “Stockholder” and collectively as the “Stockholders.”

WHEREAS, certain parties hereto are party to that certain Stockholders’ Agreement dated as of August 26, 2019, as amended and restated on April 11, 2025 (as so amended, the “Original Stockholders’ Agreement”);

WHEREAS, the Company intends to effect the Initial Public Offering (as defined below), which offering constitutes an IPO under the terms of the Original Stockholders’ Agreement; and

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REFORMATION INC.
2026 OMNIBUS INCENTIVE PLAN

Section 1.Purpose of Plan.

The name of the Plan is the Reformation Inc. 2026 Omnibus Incentive Plan. The purposes of the Plan are to provide an additional incentive to selected officers, employees, non-employee directors, independent contractors, and consultants of the Company or its Affiliates whose contributions are essential to the growth and success of the business of the Company and its Affiliates, in order to strengthen the commitment of such persons to the Company and its Affiliates, motivate such persons to faithfully and diligently perform their responsibilities, and attract and retain competent and dedicated persons whose efforts will result in the long-term growth and profitability of the Company and its Affiliates. To accomplish such purposes, the Plan provides that the Company may grant Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Stock Bonuses, Other Stock-Based Awards, Cash Awards or any combination of the foregoing.

Section 2.Definitions.

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Named Executive Officer Salary and Bonus Arrangements for 2026

Base Salaries

The base salaries for fiscal 2026, which are effective as of June 30, 2026, for the executive officers (the "named executive officers") of Southern Missouri Bancorp, Inc. (the "Company"), who will be named in the compensation table that will appear in the Company's upcoming 2026 Annual Meeting proxy statement are as follows:

Name and Title	​ ​ ​	Base Salary
Greg A. Steffens		$	468,000
Chairman and Chief Executive Officer,
Southern Missouri Bancorp, Inc., and Southern Bank​​

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Director Fee Arrangements for Fiscal 2026

Each director of Southern Missouri Bancorp, Inc. (the "Company"), also is a director of Southern Bank (the "Bank") with the exception of Matthew T. Funke, President and Chief Administrative Officer who serves as a director of the Bank but is not also a director of the Company. For Fiscal 2026, each director of the Company received a monthly fee of $1,250 for serving on the Company's Board of Directors and each director of the Bank received $1,250 for serving on the Bank’s Board of Directors.

Three non-employee Company directors received a monthly fee of $1,000 for service on regional loan approval committees for the Bank. In addition, directors serving on the Audit Committee received $1,000 per quarter beginning with the second quarter of fiscal 2026.

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Exhibit 10.3.1

Staking & Delegation Services Terms

**Last Updated: **May 5, 2026

These terms (these “Terms”) apply where “Client” seeks to obtain certain Staking Services (as defined below) from one of the BitGo Entities (as defined below) from which Client is currently receiving hot wallet or custodial services under a Relevant Agreement (as defined below).

By Delegating Tokens (as defined below) for Staking Services via the Platform, Client agrees to be bound by these Terms as of Client’s first Delegation (the “Staking Services Effective Date”). These Terms supplement, and do not otherwise modify or supersede the provisions of the Relevant Agreement (as defined below). Capitalized terms will have the meanings set out in the Definitions section below.  

1. **DEFINITIONS **

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