Browse EX-10 agreements

Exhibit 10.1 VERITONE, INC. SECOND AMENDED AND RESTATED 2023 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: APRIL 27, 2026 APPROVED BY THE STOCKHOLDERS: JULY 7, 2026 1. GENERAL. (a) Defined Terms. Except as otherwise provided, any capitalized term shall have the meaning provided in Section 14 of this Plan. (b) Successor to and Continuation of Prior Plans. The Plan is the successor to and continuation of the Prior Plans. As of the Effective Date, (i) no additional awards may be granted under the Prior Plans; (ii) the Prior Plans’ Available Reserve (plus the Prior Plans’ Returning Shares) will become available for issuance pursuant to Awards granted under this Plan; and (iii) each outstanding award granted under the Prior Plans will remain subject to the terms of the Prior Plan pursuant to which it was granted. All Awards granted under this Plan will be subject to the terms of this Plan. (c) Plan Purpose. The Company, by means of the Plan, seeks to secure and retain the services of Employees, Directors and Consultants, to provide incentives for such persons to exert maximum e

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PSQ HOLDINGS, INC.
AMENDED AND RESTATED 2023 STOCK INCENTIVE PLAN

1. Purpose

The purpose of this Amended and Restated 2023 Stock Incentive Plan (the “Plan”) of PSQ Holdings, Inc., a Delaware corporation (the “Company”), is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons who are expected to make important contributions to the Company and by providing such persons with equity ownership opportunities and performance-based incentives that are intended to better align the interests of such persons with those of the Company’s stockholders. Except where the context otherwise requires, the term “Company” shall include any of the Company’s present or future parent or subsidiary corporations as defined in Sections 424(e) or (f) of the Internal Revenue Code of 1986, as amended, and any regulations thereunder (the “Code”) and any other business venture (including, without limitation, joint venture or limited liability company) in which the Company has a controlling interest (“***Af

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July 9, 2026

Cyabra, Inc.

Attn: Dan Brahmy, Chief Executive Officer

13 Gershon Shatz

Tel Aviv Israel 6997543 

Dear Mr. Brahmy:

This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners (the “Placement Agent”) and Cyabra, Inc., a Delaware corporation (the “Company”), that the Placement Agent shall serve as the exclusive placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of (i) shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”); (ii) warrants to purchase shares of Common Stock of the Company (the “Common Warrants”), and/or (iii) pre-funded warrants to purchase shares of Common Stock (the “Pre-Funded Warrants”, and together with the Common Warrants, the “Warrants,” and collectively with the Shares, the “Securities”). The Shares, Common Warrants, Pre-Funded Warrants, along with the Shares underlying the Common Warrants and the Pre-Funded Warrants, shall be offered and s

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EXCHANGE AGREEMENT

**EXCHANGE AGREEMENT **(the “Agreement”) is made as of the 9th day of July 2026, by and between Cyabra, Inc., a Delaware corporation (the “Company”), and Alpha Capital Anstalt (the “Holder”).

WHEREAS, the Holder is the holder of certain shares of the Company's Series C Convertible Preferred Stock in the amounts as set forth on the signature page to this Agreement (collectively, the “Preferred Shares”);

WHEREAS, contemporaneously herewith, the Company and the Holder are entering into that certain Securities Purchase Agreement, dated as of the date hereof (the "SPA"), pursuant to which the Holder is purchasing shares of Common Stock (or Pre-Funded Warrants in lieu thereof) and Common Warrants as part of the Company's private placement (the “Private Placement”);

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of July 9, 2026, between Cyabra, Inc., a Delaware 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 exemption from the registration requirements of Section 5 of the Securities Act contained in Section 4(a)(2) thereof and/or Regulation D promulgated under the Securities, 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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CONVERSION AGREEMENT

**CONVERSION AGREEMENT **(the “Agreement”) is made as of the 9th day of July 2026, by and between Cyabra, Inc., a Delaware corporation (the “Company”), and [____] (the “Holder”).

WHEREAS, the Holder is the holder of certain shares of the Company’s Series A Convertible Preferred Stock, and/or Series B Convertible Preferred Stock n the amounts as set forth on the signature page to this Agreement (collectively, the “Preferred Shares”);

WHEREAS, the Board of Directors of the Company has approved amendments to the Certificates of Designation governing the Preferred Shares (the “COD Amendments”), which, upon becoming effective, will amend the applicable Certificate of Designation governing the Holder’s Preferred Shares (the “Amended Certificate of Designation”), subject to receipt of the requisite approval of the Company’s stockholders as required by the applicable rules of The Nasdaq Stock Market LLC;

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FIRST AMENDMENT TO LETTER OF INTENT

(Acquisition of Skycore Digital LLC by Z Squared Inc.)

This First Amendment to Letter of Intent (this “Amendment”) is effective as of **June 30, 2026 **(the “Amendment Effective Date”), by and among Z Squared Inc., a Delaware corporation (the “Buyer”), MN Data Centers JV LLC, a Delaware limited liability company (“MN Data Centers”), and Claw Holdings, LLC, a North Carolina limited liability company (“Claw” and, together with MN Data Centers, the “Sellers”). The Buyer and the Sellers are referred to herein collectively as the “Parties” and each individually as a “Party.”

RECITALS

WHEREAS, the Parties entered into that certain Letter of Intent, dated as of April 28, 2026 (the “LOI”), setting forth the principal terms and conditions upon which the Buyer proposes to acquire one hundred percent (100%) of the issued and outstanding membership interests of Skycore Digital LLC, a North Carolina limited liability company;

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MDWERKS, INC.

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Independent Director Agreement

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Jeff Hopmayer

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Dated as of June 26, 2026

This Independent Director Agreement (this “Agreement”), dated and made effective as of the date first set forth above (the “Effective Date”), is entered into by and between MDWerks, Inc., a Delaware Corporation (the “Company”), and Jeff Hopmayer (the “Director”). The Company and Director may be referred to herein individually as a “Party” or collectively as the “Parties”.

WHEREAS, the Company has appointed the Director to the Board of Directors of Company (the “Board”) on the Effective Date and now desires to enter into an agreement with the Director with respect to Director’s service as a director of Company; and

WHEREAS, the Director is willing to serve as a director of Company upon the terms and conditions set forth herein and in accordance with the provisions of this Agreement.

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**PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED BECAUSE IT IS NOT MATERIAL AND OF A TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SUCH REDACTED PORTIONS ARE INDICATED WITH “[***].” **

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SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 10, 2026, is by and among La Rosa Holdings Corp., a Nevada corporation with offices located at 1420 Celebration Blvd., 2nd Floor, Celebration, Florida 34747 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

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**RECITALS **

A. The Company and each Buyer 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 (the “1933 Act”), and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.

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AMENDMENT NO. 2 TO THE LOAN AGREEMENT

THIS AMENDMENT NO. 2 TO THE LOAN AGREEMENT, dated as of July 8, 2026 (this “Second Amendment Agreement”), amends the loan agreement, dated as of March 15, 2026 (as amended from time to time, the “Loan Agreement”), by and between BSTR Newco, LLC, a Delaware limited liability company (“Payor”) and BSTR Holdings (Cayman), a Cayman Islands limited liability company (“Payee”). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Loan Agreement.

RECITALS

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WHEREAS, the Payor and the Payee entered into the Loan Agreement, pursuant to which the Payor promised to pay to the Payee a Principal Sum of $2,500,000, together with interest and other fees, expenses and charges as provided therein; and

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WHEREAS, on June 3, 2026, the Payor and the Payee entered into that certain amendment to the Loan Agreement, pursuant to which the parties have increased the Principal Sum by an additional $1,1000,000, from $2,500,000 to $3,600,000 (the “First Additional Principal Amount”).

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Execution Version US-DOCS\167976155.16 SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Dated as of July 2, 2026 ______________________________________________________________________________ DXP ENTERPRISES, INC., DXP HOLDINGS, INC., APO PUMPS & COMPRESSORS, LLC, CARTER & VERPLANCK, LLC, CISCO AIR SYSTEMS, INC., MID ATLANTIC STORAGE SYSTEMS, LLC, PREMIERFLOW, LLC, PUMP SOLUTIONS, LLC, KAPPE ASSOCIATES, INC., PRO-SEAL, INCORPORATED, and ARROYO PROCESS EQUIPMENT, LLC, as U.S. Borrowers DXP CANADA ENTERPRISES LTD., INDUSTRIAL PARAMEDIC SERVICES LTD., HSE INTEGRATED LTD., and NATIONAL PROCESS EQUIPMENT INC., as Canadian Borrowers THE OTHER PERSONS PARTY HERETO FROM TIME TO TIME, as Guarantors ______________________________________________________________________________ BANK OF AMERICA, N.A., as Agent and CERTAIN FINANCIAL INSTITUTIONS, as Lenders _______________________________________\

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THIS PROMISSORY NOTE (“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.

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PROMISSORY NOTE

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Principal Amount: US$8,253.03

Dated: July 7, 2026

New York, New York

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