Browse EX-10 agreements

SURF AIR MOBILITY INC.

Senior Secured Convertible Note due 2027

Certificate No. 1

SURF AIR MOBILITY INC., a Delaware corporation (the “Company”), for value received, promises to pay to HIGH TRAIL SPECIAL SITUATIONS LLC (the “Initial Holder”), or its registered assigns, one hundred ten percent (110%) of the principal sum of sixteen million eight hundred and fifty-seven thousand one hundred forty-two dollars and eighty nine cents ($16,857,142.89) (such principal sum, the “Principal Amount” and one hundred ten percent (110%) of such Principal Amount, the “Maturity Principal Amount”) on July 1, 2027, and to pay any outstanding interest thereon, as provided in this Note, in each case, as provided in and subject to the other provisions of this Note, including the earlier redemption, repurchase or conversion of this Note.

Unless otherwise indicated, references herein to “dollars” or “$” are to U.S. dollars.

Additional provisions of this Note are set forth on the other side of this Note.

[The Remainder of This Page Intentionally Left Blank; Signature Page Follows]

 

 

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REGISTRATION RIGHTS AGREEMENT

 

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 30, 2026, by and among Surf Air Mobility Inc., a Delaware corporation (the “Company”), and each buyer identified as a “Buyer” under the Purchase Agreement (each, a “Buyer” and, collectively, the “Buyers”).

 

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of June 30, 2026, by and among the Company, the Buyers and JGB Collateral LLC, as Collateral Agent (as amended, the “Purchase Agreement”).

 

The Company and each Buyer hereby agree as follows:

 

1. Definitions.

 

Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

 

“Advice” shall have the meaning set forth in Section 6(c).

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THIS SECURITY AND ANY SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR (B) AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

WARRANT TO PURCHASE SHARES OF COMMON STOCK

SURF AIR MOBILITY INC.

 

Warrant Shares: [ ]

Original Issuance Date: [ ], 2026

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of June 30, 2026, by and among Surf Air Mobility Inc., a Delaware corporation (the “Company”), Southern Airways Pacific, LLC and Southern Airways Express, LLC, each a Delaware limited liability company (individually and collectively, as the context requires, the “Subsidiaries”), each buyer identified on the signature pages hereto (each, including its successors and assigns, a “Buyer” and collectively, the “Buyers”), and JGB Collateral LLC, a Delaware limited liability company, as Collateral Agent.

WHEREAS, subject to the terms and conditions set forth in this Agreement, the Company desires to issue and sell to each Buyer, and each Buyer, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

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OMNIBUS AMENDMENT AND EXCHANGE AGREEMENT

This OMNIBUS AMENDMENT AND EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of June 30, 2026, by and between Surf Air Mobility Inc., a Delaware corporation (the “Company”), High Trail Special Situations LLC (the “Note Holder”), and HT Investments MA LLC (the “Warrant Holder,” and together with the Note Holder, each, a “Holder,” and collectively, the “Holders”). Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Securities Purchase Agreement (as defined below).

RECITALS

WHEREAS, the Company and the Holders are parties to that certain Securities Purchase Agreement, dated as of November 10, 2025, by and among the Company and the Holders, as amended from time to time (the “Securities Purchase Agreement”);

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SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement (this “Agreement”) is dated as of June [-], 2026 between Aethlon Medical, Inc., 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) as to the Shares, the Pre-Funded Warrants and the Common Warrants, 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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Execution Version

THIRD AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT

dated as of

June 30, 2026

by and among

BATTALION OIL CORPORATION,

as Holdings,

HALCÓN HOLDINGS, LLC, as the Borrower,

the other Loan Parties party hereto,

FORTRESS CREDIT CORP.,

​ as Administrative Agent,

and the Lenders party hereto

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TABLE OF CONTENTS

ARTICLE I DEFINITIONS AND ACCOUNTING MATTERS‌1

Section 1.01Terms Defined Above‌1

Section 1.02Certain Defined Terms‌1

Section 1.03Terms Generally; Rules of Construction‌45

Section 1.04Accounting Terms and Determinations; GAAP‌46

Section 1.05Interest Rates.‌46

Section 1.06Divisions‌47

ARTICLE II THE CREDITS‌47

Section 2.01Term Loan Commitments‌47

Section 2.02Loans and Term Loan Commitments‌48

Section 2.03Requests for Loans‌49

Section 2.04Evidence of Debt‌50

Section 2.05Scheduled Termination of Term Loan Commitments‌50

Section 2.06Letters of Credit‌50

ARTICLE III PAYMENTS OF PRINCIPAL AND INTEREST; PREPAYMENTS; FEES‌55

Section 3.01Repayment of Loans‌55

Section 3.02Interest‌55

Section 3.03Alternate Rate of Interest‌56

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NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE 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 EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

[SERIES A/SERIES B] ORDINARY SHARE PURCHASE WARRANT

CollPlant Biotechnologies Ltd.

Warrant Shares: _______

 

Issue Date: [_______, 2026

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EXHIBIT C

 

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE 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 EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

PREFUNDED COMMON STOCK PURCHASE WARRANT

collplant biotechnologies ltd.

Warrant Shares: _______

 

Initial Exercise Date: June __, 2026

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NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE 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 EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

 

PLACEMENT AGENT ORDINARY SHARE PURCHASE WARRANT

CollPlant Biotechnologies Ltd.

 

Warrant Shares: _______

Issue Date: July 1, 2026

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EXHIBIT A

 

REGISTRATION RIGHTS AGREEMENT

 

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 29, 2026, between CollPlant Biotechnologies Ltd., an Israeli corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

 

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).

 

The Company and each Purchaser hereby agrees as follows:

 

1. Definitions.

 

Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

 

“Advice” shall have the meaning set forth in Section 6(c).

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SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement (this “Agreement”) is dated as of June 29, 2026, between CollPlant Biotechnologies Ltd., a Company organized under the laws of the State of Israel (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 Section 4(a)(2) of the Securities Act (as defined below), 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:

ARTICLE I. DEFINITIONS

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