Browse EX-10 agreements

Exhibit 10.2

THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “1933 ACT”)

US $600,000.00

POLAR POWER, INC.

6% CONVERTIBLE REDEEMABLE NOTE

DUE MAY 21, 2027

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Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 21, 2026, by and between POLAR POWER, INC., a Delaware corporation, with headquarters located at 249 E. Gardena Boulevard, Gardena, CA 90248 (the “Company”), and CFI CAPITAL LLC, a Florida limited liability company, with its address at 2151 West Hillsboro Blvd., Suite 209, Deerfield Beach, FL 33442 (the “Buyer”).

WHEREAS:

A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”);

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Exhibit 10.(1)

Date: as of May 22, 2026

CNL Strategic Residential Credit, Inc.

CNL Holdings, LLC 450 South Orange Avenue

Orlando, FL 32801 Attention: Tammy Tipton

Re: First Amendment to Loan and Security Agreement

Ladies and Gentlemen:

This amendment letter (the “Amendment”) is entered into by and among CNL Strategic Residential Credit, Inc., a Maryland corporation (“Borrower”) and CNL Holdings, LLC, a Delaware limited liability company (“Guarantor” together with Borrower, individually and collectively, as the context requires, but in each case jointly and severally, “Obligor” or “you”) and Valley National Bank (“Bank”, “we” or “us”). We refer to that certain Loan and Security Agreement by and between Borrower and Bank dated December 31, 2025 (as amended, restated, supplemented or otherwise modified, the “Loan Agreement”). Unless otherwise defined in this Amendment, capitalized terms are used as defined in the Loan Agreement.

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FIRST NORTHWEST BANCORP

AMENDED AND RESTATED 2020 EQUITY INCENTIVE PLAN

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TABLE OF CONTENTS

	Page
ARTICLE 1. ADOPTION AND PURPOSE	5
1.1 Adoption	5
1.2 Purpose	5
ARTICLE 2. DEFINITIONS	5
2.1 Defined Terms	5
2.2 Number	9
ARTICLE 3. ADMINISTRATION	10
3.1 General	10
3.2 Authority of the Committee	10
3.3 Liability of Committee Members	10
3.4 Costs of Plan	10
ARTICLE 4. DURATION OF THE PLAN AND SHARES SUBJECT TO THE PLAN	11
4.1 Duration of the Plan	11
4.2 Shares Subject to the Plan	11
4.3 Reservation of Shares	11
ARTICLE 5. ELIGIBILITY	11
ARTICLE 6. AWARDS	11
6.1 Types of Awards	11
6.2 General	12
6.3 Nonuniform Determinations	12
6.4 Award Agreements	12
6.5 Provisions Governing All Awards	12
6.6 Performance Goals	14

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XOMA ROYALTY CORPORATION

2026 EMPLOYEE STOCK PURCHASE PLAN

Purpose. The purpose of the XOMA Royalty Corporation 2026 Employee Stock Purchase Plan (the “Plan”) is to provide Employees of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock through accumulated payroll deductions. It is the intention of the Company to have the Plan qualify as an “employee stock purchase plan” under Section 423 of the Code and the applicable regulations thereunder. The provisions of the Plan, accordingly, shall be construed so as to extend and limit participation in a manner consistent with the requirements of that section of the Code.

Definitions. As used herein, the following definitions shall apply:

(a) “Administrator” means either the Board or a committee of the Board that is responsible for the administration of the Plan as is designated from time to time by resolution of the Board.

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XOMA ROYALTY CORPORATION

AMENDED AND RESTATED

2010 LONG TERM INCENTIVE AND STOCK AWARD PLAN

1. Purposes.

The XOMA Royalty Corporation Amended and Restated 2010 Long Term Incentive and Stock Award Plan (the “Plan”) was originally adopted as the XOMA Corporation 2010 Long Term Incentive and Stock Award Plan, effective as of July 21, 2010 (the “Original Effective Date”) and was most recently amended and restated effective as of May 21, 2025. The Plan, as amended and restated herein, is effective as of May 21, 2026 (the “Effective Date”), subject to approval by the Company’s stockholders.

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Exhibit 10.1

SECOND AMENDMENT

TO THE

MOMENTUS INC.

2021 EQUITY INCENTIVE PLAN

THIS SECOND AMENDMENT TO THE MOMENTUS INC. 2021 EQUITY INCENTIVE PLAN (this “Amendment”) is effective as of May 19, 2026. Capitalized terms used and not defined herein shall have the meanings ascribed to them in the Plan (as defined below), and all section references shall refer to the Plan.

RECITALS

WHEREAS, Momentus Inc. (the “Company”) currently awards long-term compensation to certain non‑employee directors, employees, and consultants under its 2021 Equity Incentive Plan, as amended by that certain First Amendment dated as of May 19, 2025 (as amended, the “Plan”);

WHEREAS, the Plan reserves 60,260 shares of Class A common stock, on a split-adjusted basis, for issuance in connection with awards granted thereunder;

WHEREAS, the Company desires to amend the Plan to increase the number of shares of Class A common stock reserved for issuance under the Plan by 500,000 shares;

WHEREAS, this Amendment requires the approval of the Company’s stockholders;

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Exhibit 10.2

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of May 22, 2026 by and between Starfighters Space, Inc., a Delaware corporation (the "Company"), and each of the investors identified on the signature page hereto (including its respective successors and assigns and any affiliate or permitted transferee who is a subsequent holder of Registrable Securities (as defined below), the "Investors" and each an "Investor").

WHEREAS, Company and Investor are parties to the Securities Purchase Agreement, dated as of May 22, 2026, between the Company and each of the Investors identified on the signature pages thereto (the "Purchase Agreement").  Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.

The parties hereby agree as follows:

1. Certain Definitions.

As used in this Agreement, the following terms shall have the following meanings:

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Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this "Agreement") is dated as of May 22, 2026, by and between Starfighters Space, Inc., a Delaware corporation (the "Company"), and each of the investors identified on the signature pages hereto (including its respective successors and assigns, the "Purchasers" and each a "Purchaser").

WHEREAS, the Company and each Purchaser is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (together with the rules and regulations thereunder, the "Securities Act") and/or Rule 506(b) of Regulation D promulgated thereunder; and

WHEREAS, the Company desires to issue and sell to the Purchasers, and the Purchasers, severally and not jointly, desire to purchase from the Company, securities of the Company as more fully described in this Agreement.

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Amendment No. 1 to the Wayfair Inc. 2023 Incentive Award Plan

The first sentence of Section 3.1(a) of the Wayfair Inc. 2023 Incentive Award Plan (the “Plan”) is hereby deleted in its entirety and the following is inserted in lieu thereof:

“(a) Share Reserve. Subject to Section 11.2, the aggregate number of Shares which may be issued or transferred pursuant to Awards under the Plan is the sum of: (i) 35,000,000 Shares, (ii) the number of Shares which as of the Effective Date are available for grant under the Prior Plan, and (iii) any Shares which are subject to Prior Plan Awards and which, on or after the Effective Date, become available for issuance under this Plan pursuant to Section 3.1(b); provided, however, no more than 35,000,000 Shares may be issued upon the exercise of Incentive Stock Options.”

Except as expressly amended herein, the Plan and all of the provisions contained therein shall remain in full force and effect.

AMENDED AND RESTATED CONSULTING AGREEMENT

This Amended and Restated Consulting Agreement (this “Agreement”), dated as of the later of the dates set forth on the signature page hereto (the “Effective Date”), is made by and between Neuronetics, Inc., together with its subsidiaries and affiliates, including Greenbrook TMS Inc. and its subsidiaries and affiliates (“Greenbrook” and, together with Neuronetics, Inc., collectively, “Neuronetics”) and the counterparty set forth on the signature page hereto (“Consultant”). Consultant and Neuronetics are sometimes individually referred to in this Agreement as a “Party” and collectively as the “Parties.”

Background

WHEREAS, the Parties executed that certain Consulting Agreement dated as of April 15, 2026, pursuant to which Consultant provided various finance and accounting services to Neuronetics at a fixed hourly rate (the “General Agreement”);

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Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of May 19, 2026, between Smart Powerr Corp., a Nevada 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 pursuant to an effective registration statement under the Securities Act (as defined below), 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:

ARTICLE I. DEFINITIONS

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