Browse EX-10 agreements

INVESTMENT MANAGEMENT TRUST AGREEMENT

 

This Investment Management Trust Agreement (this “Agreement”) is made effective as of June 16, 2026, by and between Cantor Equity Partners VII, Inc., 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. 333-296199 (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares” and 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; and

 

WHEREAS, the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with Cantor Fitzgerald & Co. as representative (the “Representative”) of the several underwriters (the “Underwriters”) named therein; and

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PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT

 

This PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT (this “Agreement”) is made as of June 16, 2026, by and between Cantor Equity Partners VII, Inc., a Cayman Islands exempted company (the “Company”), and Cantor EP Holdings VII, LLC, a Delaware limited liability company (the “Subscriber”), with a principal place of business at 110 East 59th Street, New York, NY 10022.

 

WHEREAS, the Company desires to sell to Subscriber on a private placement basis (the “Offering”) 600,000 Class A ordinary shares of the Company, par value $0.0001 per share (“Class A Ordinary Shares”), for a purchase price of $6,000,000, or $10.00 per Class A Ordinary Share; and

 

WHEREAS, Subscriber wishes to purchase 600,000 Class A Ordinary Shares for a purchase price of $6,000,000 and the Company wishes to accept such subscription from Subscriber.

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Cantor Equity Partners VII, Inc.

110 East 59th Street

New York, NY 10022

 

June 16, 2026

 

Cantor EP Holdings VII, LLC

110 East 59th Street

New York, NY 10022

 

Re:

Administrative Services Agreement

 

Ladies and Gentlemen:

 

This letter agreement by and between Cantor Equity Partners VII, Inc. (the “Company”) and Cantor EP Holdings VII, LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

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REGISTRATION RIGHTS AGREEMENT

 

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 16, 2026, is made and entered into by and among Cantor Equity Partners VII, Inc., a Cayman Islands exempted company (the “Company”), Cantor EP Holdings VII, LLC, a Delaware limited liability company (the “Sponsor”) and each of the undersigned individuals (together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

RECITALS

WHEREAS, the Sponsor owns an aggregate of 7,187,500 Class B ordinary shares of the Company, par value $0.0001 per share (the “Class B Ordinary Shares” and such Class B Ordinary Shares held by the Sponsor, the “Founder Shares”) up to 937,500 of which will be forfeited to the Company for no consideration depending on the extent to which the underwriters of the Company’s initial public offering exercise their over-allotment option;

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June 16, 2026

 

Cantor Equity Partners VII, Inc.

110 East 59th Street

New York, NY 10022

 

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 between Cantor Equity Partners VII, Inc., a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co. as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 25,000,000 of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”) (including up to 3,750,000 Class A Ordinary Shares that may be purchased to cover over-allotments, if any). The Class A Ordinary Shares will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company w

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THIS EXPENSE ADVANCE AGREEMENT (this “Agreement”), dated as of June 16, 2026, is made and entered into by and between Cantor Equity Partners VII, Inc., a Cayman Islands exempted company (the “Company”), and Cantor EP Holdings VII, LLC, a Delaware limited liability company (the “Sponsor”).

RECITALS

WHEREAS, the Company is engaged in an initial public offering (the “Offering”) pursuant to which the Company will issue and deliver up to 25,000,000 Class A ordinary shares of the Company, par value $0.0001 per share (the “Ordinary Shares”) (including up to 3,750,000 Ordinary Shares subject to an over-allotment option granted to the underwriters of the Offering);

WHEREAS, the Company has filed with the Securities and Exchange Commission a registration statement on Form S-1, No. 333-296199 (the “Registration Statement”) for the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the Ordinary Shares, including a prospectus (the “Prospectus”);

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STANDARD BIOTOOLS INC.

2017 EMPLOYEE STOCK PURCHASE PLAN

(As amended and restated effective June 23, 2020,

and as further amended and restated effective June 17, 2026)

Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock through accumulated Contributions. This Plan includes two components: a Code Section 423 Plan Component and a Non-423 Plan Component. The Company’s intention is to have the Code Section 423 Plan Component qualify as an “employee stock purchase plan” under Section 423 of the Code and the provisions of the Plan with respect to the Code Section 423 Component, accordingly, will be construed so as to extend and limit Plan participation in a uniform and nondiscriminatory basis consistent with the requirements of Section 423 of the Code. In addition, this Plan authorizes the grant of options under the Non-423 Plan Component that do not qualify under Section 423 of the Code, pursuant to rules, procedures or sub-plans adopted by the Administrator that are designed to achiev

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STANDARD BIOTOOLS INC.

EQUITY INCENTIVE PLAN

 

 

1. Purposes of the Plan.

 

The purposes of this Plan are (a) to attract and retain the best available personnel for positions of substantial responsibility, (b) to provide additional incentive to Employees, Directors, and Consultants, and (c) to promote the success of the Company’s business. The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Performance Units and Performance Shares.

 

2. Definitions.

 

As used herein, the following definitions will apply:

 

(a) “Administrator” means the Board or any of its Committees as may administer the Plan in accordance with Section 4 hereof.

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Exhibit 10.1

 

STANDBY EQUITY PURCHASE AGREEMENT

 

THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of June 18, 2026 is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and PRF TECHNOLOGIES LTD., a company incorporated under the laws of the country of Israel (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”

 

WHEREAS, the Parties desire that, upon the terms and subject to the conditions contained herein, the Company shall have the right to issue and sell to the Investor, from time to time as provided herein, and the Investor shall purchase from the Company, up to $15 million of the Company’s ordinary shares, no par value per share (the “Ordinary Shares”);

 

WHEREAS, the Ordinary Shares are listed for trading on the Nasdaq Capital Market under the symbol “PRFX;”

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Universal Insurance Holdings, Inc.,

as Issuer

7.75% SENIOR UNSECURED NOTES DUE 2031

NOTE PURCHASE AGREEMENT

June 16, 2026

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June 16, 2026

Purchaser Named on the Signature Page Hereto

Ladies and Gentlemen:

Pursuant to the terms of this Note Purchase Agreement (this “Agreement”), Universal Insurance Holdings, Inc. (the “Issuer”), proposes to issue and sell to the purchaser named and identified on the signature pages hereto (the “Purchaser”), the aggregate principal amount set forth on the signature pages hereto of the Issuer’s Senior Unsecured Notes due 2031 (the “Notes”).

The Notes will be issued pursuant to the provisions of an indenture, to be dated as of June 16, 2026, (the “Indenture”) between the Issuer and UMB Bank National Association, as trustee (together with its successors and assigns, in such capacity, the “Trustee”).

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of June 16, 2026, and is made by and among Universal Insurance Holdings, Inc., a Delaware corporation (the “Company”), and the several purchasers of the Notes (as defined below) identified on the signature pages to the Purchase Agreement (as defined below) (collectively, the “Purchasers”).

This Agreement is made pursuant to the Note Purchase Agreement dated June 16, 2026 by and among the Company and each of the Purchasers (the “Purchase Agreement”), which provides for the sale by the Company to the Purchasers of $100,000,000 aggregate principal amount of the Company’s 7.75% Senior Unsecured Notes due 2031, which were issued on June 16, 2026 (the “Notes”). In order to induce each of the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the Purchasers’ obligations thereunder, the Company has agreed to provide to the Purchasers and their respective direct and indirect transferees and assigns the registration rights set forth in

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Document

Approved

March 2026

Terms of Non-Employee Director Compensation

(adopted on March 3, 2026)

Each director serving on the Board of Directors of the Company (the “Board”) who is not an employee of the Company or an Affiliate (each, a “Non- Employee Director”) shall be compensated as provided below and as determined by the Board from time to time. The terms set forth below shall be in effect as of April 25, 2026 and shall remain in effect until modified by the Board or the Nominating and Corporate Governance Committee of the Board (the “Committee”).

Equity compensation awards granted pursuant to this Exhibit A shall be granted under the 2021 Medtronic plc Long Term Incentive Plan (the “Incentive Plan”). Unless otherwise defined below, capitalized terms set forth in this Exhibit A shall have the meaning given to them in the Incentive Plan.

Annual Retainers and Annual Stipends

Each Non-Employee Director shall be paid an annual retainer equal to $175,000 (the “Annual Retainer”).

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