Browse EX-10 agreements

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Citibank, N.A.

Corporate Equity Derivatives

390 Greenwich Street, 4th Floor

New York, NY 10013

May 12, 2026

To:     ACV Auctions Inc. 640 Ellicott Street, #321 Buffalo, New York 14203 Attention: Legal Department Telephone No.: 1-800-553-4070 Email Address: [_]

Re:     Master Confirmation—Uncollared Accelerated Share Repurchase

This master confirmation (this “Master Confirmation”), dated as of May 12, 2026, is intended to set forth certain terms and provisions of certain Transactions (each, a “Transaction”) entered into from time to time between Citibank, N.A. (“Dealer”) and ACV Auctions Inc., a Delaware corporation (“Counterparty”). This Master Confirmation, taken alone, is neither a commitment by either party to enter into any Transaction nor evidence of a Transaction. The additional terms of any particular Transaction shall be set forth in a Supplemental Confirmation in the form of Schedule A hereto (a “Supplemental Confirmation”), which shall reference this Master Confirmation and supplement, form a part of, and be subject to this Master Confirmation. This Master Confirmat

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SmartRent, Inc. 2021 Equity Incentive Plan

Establishment, Purpose and term of Plan.

1.1

Establishment. The SmartRent, Inc. 2021 Equity Incentive Plan (the “Plan”) was established effective as of August 24, 2021, the date of the closing of the transactions contemplated by that certain merger agreement entered into by and between SmartRent, Inc., Einstein Merger Corp. I, and Fifth Wall Acquisition Corp. I, following the Plan’s approval by the stockholders of the Company (the “Effective Date”), and subsequently was amended and restated effective as of May 14, 2024, and May 12, 2026 (the “2026 Amendment Date”).

1.2

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ARS PHARMACEUTICALS, INC.

EXECUTIVE EMPLOYMENT AGREEMENT

for

DONN CASALE

This Executive Employment Agreement (this “Agreement”) is made and entered into effective as of May 12, 2026 (the “Effective Date”), by and between Donn Casale (“Executive”) and ARS Pharmaceuticals, Inc. (the “Company”).

1. Employment by the Company.

1.1 Position. Executive’s employment with the Company shall begin on June 1, 2026 or such date as otherwise agreed to by Executive and the Company (the actual date Executive’s employment begins, the “Start Date”). Executive shall serve as the Company’s President, reporting to the Company’s Chief Executive Officer. During the term of Executive’s employment with the Company, Executive will devote Executive’s best efforts and full-time attention to the business of the Company, except for approved vacation periods and reasonable periods of illness or other incapacities all in conformity with the Company’s policies applicable to senior executives and general employment policies.

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SECOND AMENDMENT TO TERM LOAN AGREEMENT This Second Amendment to Term Loan Agreement (this “Amendment”) is entered into as May 11, 2026 (the “Effective Date”), by and among Nauticus Robotics, Inc. (“Company”) and the undersigned Lender (“Lender”). Company and Lender are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. A. The Parties are party to that Senior Secured Term Loan Agreement, dated as of September 18, 2023 by and among the Company, ATW Special Situations Management LLC, as collateral agent, and the lenders (including the Lender) (collectively, the “Lenders”) from time to time party thereto (as amended, restated, amended and restated, restructured, supplemented, waived and/or otherwise modified from time to time, the “Loan Agreement”); B. The Conversion Price under the Loan Agreement has been adjusted as provided in the Loan Agreement to account for the reverse stock splits effective July 18, 2024 and September 5, 2025, respectively, and the Conversion Price is $1,944.00 as of the date hereof; C. Pursuant to Section 25(c) of the Loan

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1 AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT This AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT (this “Amendment”), dated as of May11, 2026, by and between SeaTrepid International, L.L.C., a Louisiana limited liability company, SeaTrepid Deepsea LLC, a Louisiana limited liability company, Remote Inspection Technologies, L.L.C., a Louisiana limited liability company (each, a “Seller” and collectively, “Sellers”), Nauticus Robotics, Inc., a Delaware corporation (“Buyer”), and Karen Christ, Robert D. Christ, and Steve W. Walsh, individual residents of the State of Louisiana (each, a “Selling Person” and collectively, the “Selling Persons”). Each of Seller and Buyer are individually referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Agreement (as defined below). RECITALS WHEREAS, the Parties entered into that certain Asset Purchase Agreement, dated March 5, 2025 (as amended by Amendment No. 1 dated March 20, 2025, collectively, the “Agreement”); WHEREAS, the transactions contem

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FORM OF REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of [____], 2026 by and among Whitehawk Therapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), the several purchasers signatory hereto (each, a “Purchaser” and collectively, the “Purchasers”).

RECITALS

WHEREAS, the Company and the Purchasers are parties to a Securities Purchase Agreement, dated as of May 12, 2026 (the “Purchase Agreement”), pursuant to which the Purchasers are purchasing shares of capital stock and/or pre-funded warrants of the Company; and

WHEREAS, in connection with the consummation of the transactions contemplated by the Purchase Agreement, and pursuant to the terms of the Purchase Agreement, the parties desire to enter into this Agreement in order to grant certain rights to the Purchasers as set forth below.

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SECURITIES PURCHASE AGREEMENT

BY AND AMONG

WHITEHAWK THERAPEUTICS, INC.,

AND

THE PURCHASERS

May 12, 2026

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TABLE OF CONTENTS

1.		Definitions					1
2.		Purchase and Sale of Common Stock					6
		2.1		Purchase and Sale			6
		2.2		Closing			6
3.		Representations and Warranties of the Company					7
		3.1		Organization and Power			7
		3.2		Capitalization			7
		3.3		Registration Rights			7
		3.4		Authorization			7
		3.5		Valid Issuance			8
		3.6		No Conflict			8
		3.7		Consents			9
		3.8		SEC Filings; Financial Statements			9
		3.9		Absence of Changes			9
		3.10		Absence of Litigation			10

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AMENDMENT TO PROMISSORY NOTE

This Amendment (this “Amendment”) to certain Promissory Notes issued to Leading Group Limited or its registered assigns or successors in interest (the “Payee”) as a loan to Healthcare AI Acquisition Corp., a Cayman Islands exempted company (the “Maker”): (i) the first dated as of May 28 2025, in the amount of $30,502.20 (the “Note 1”), and (ii) the second, dated as of August 19, 2025, in the amount of $711,619.15 (“Note****2”), is made and entered into effective as of May 6, 2026 (the “Effective Date”) by Maker and Payee, together referred to as the “Notes”. All capitalized terms not defined in this Amendment will have the meanings given to them in the Notes. Both Notes are identical as to the terms and conditions but for the Principal Amounts, as such term is reflected and defined by the respective Notes.

RECITALS

WHEREAS, Maker and Payee agreed to extend the maturity date of the Notes; and

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THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED  (THE  “SECURITIES  ACT”).  THIS  NOTE  HAS  BEEN  ACQUIRED  FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

PROMISSORY NOTE

Principal Amount: $196,919.23	Dated as of May 6, 2026

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AMENDMENT

dated as of May 1, 2026

TO THE MASTER REPURCHASE AGREEMENT

between

MORGAN STANLEY BANK, N.A.

(“Morgan Stanley”)

and

EACH OF THE ENTITIES LISTED ON EXHIBIT I, SEVERALLY AND NOT JOINTLY

(each, a “Counterparty”)

WHEREAS the parties have previously entered into that certain Master Repurchase Agreement, dated as of September 29, 2015 as amended or supplemented from time to time (“the “Agreement”)) and the parties have agreed to further amend the Agreement in accordance with the terms of this amendment (“Amendment”).

NOW THEREFORE, in consideration of the mutual agreements contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:

1.	Amendment of the Agreement

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AMENDMENT

dated as of June 1, 2021

TO THE MASTER REPURCHASE AGREEMENT

between

MORGAN STANLEY BANK, N.A.

(“Morgan Stanley”)

and

EACH OF THE ENTITIES LISTED ON EXHIBIT I, SEVERALLY AND NOT JOINTLY

(each, a “Counterparty”)

WHEREAS the parties have previously entered into that certain Master Repurchase Agreement dated as of September 29, 2015 (the “Agreement”) and the parties have agreed to amend the Agreement in accordance with the terms of this Amendment (the “Amendment”).

NOW THEREFORE, in consideration of the mutual agreements contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:

1.	Amendment of the Agreement

As used in the Agreement (including any Confirmation relating thereto), as amended by this Amendment, the terms “Agreement”, “this Agreement”, “herein”, “hereinafter”, “hereof”, “hereto” and other words of similar import, shall mean the Agreement as amended hereby, unless the context otherwise specifically requires.

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