Browse EX-10 agreements

Annex A

Execution Version

BUSINESS COMBINATION AGREEMENT

by and among

HORIZON SPACE ACQUISITION II CORP.,

SL SCIENCE HOLDING LIMITED,

CW MEGA LIMITED,

WW CENTURY LIMITED,

and

SL BIO LTD.

dated May 9, 2025

 

 

 

 

 

Annex A

Page Nos.

ARTICLE I CERTAIN DEFINITIONS

 

A-3

 

 

 

Section 1.1. Definitions

 

A-3

Section 1.2. Construction

 

A-12

Section 1.3. Knowledge

 

A-12

 

 

 

ARTICLE II THE MERGERS; MERGER CLOSING

 

A-12

 

 

 

Section 2.1. Pre-Closing Actions

 

A-12

Section 2.2. The First Merger

 

A-13

Section 2.3. The Second Merger

 

A-14

Section 2.4. Tax Free Reorganization Matters

 

A-15

 

 

 

ARTICLE III EFFECTS OF THE MERGERS ON COMPANY AND ACQUIROR EQUITY SECURITIES

 

A-15

 

 

 

Section 3.1. Conversion of Acquiror and Company Securities

 

A-15

Section 3.2. Payment of Second Closing Consideration

 

A-17

Section 3.3. Withholding

 

A-17

Section 3.4. Dissenting Shares

 

A-17

 

 

 

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY

 

A-18

 

 

 

Section 4.1. Company Organization

 

A-18

…

SECURITIES TRANSFER AGREEMENT

 

This Securities Transfer Agreement is dated as of July 26, 2024 (this “Transfer”), by and among Horizon Space Acquisition II Sponsor Corp., a Cayman Islands limited liability company (the “Seller”), Horizon Space Acquisition II Corp., a Cayman Islands exempted company (the “Company”), and Lydia Min Zhai, with an address at #05-91 BLK345 KANG CHING ROAD, SINGAPORE 610345 (the  “Buyer”).

 

WHEREAS, on the terms and subject to the conditions set forth in this Transfer, the Seller wishes to transfer to the Buyer certain amount of ordinary shares, $0.0001 par value (“Ordinary Shares”) of the Company, a newly-organized blank check company, or special purpose acquisition company, formed for the purpose of effecting a merger, stock exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”), and the Buyer wish to purchase and receive such Initial Shares (as defined below) from the Seller.

…

PRIVATE UNIT SUBSCRIPTION AGREEMENT

BETWEEN THE REGISTRANT AND THE SPONSOR

 

Horizon Space Acquisition II Corp.

1412 Broadway

21st Floor, Suite 21V

New York, NY 10018

November 14, 2024

 

Ladies and Gentlemen:

 

Horizon Space Acquisition II Corp. (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), in connection with its initial public offering (“IPO”), pursuant to a registration statement on Form S-1 (File No. 333- 282758) (“Registration Statement”).

…

Acrivon Therapeutics, Inc.

Amended and Restated 2022 Equity Incentive Plan

 

Adopted by the Board of Directors: May 20, 2026

Approved by the Stockholders: June 17, 2026

 

General.

 

(a)

Successor to and Continuation of Prior Plan. The Plan is the successor to and continuation of the Prior Plan. As of the Effective Date, (i) no additional awards may be granted under the Prior Plan; (ii) the Prior Plan’s Available Reserve plus any Returning Shares are available for issuance pursuant to Awards granted under this Plan; and (iii) all outstanding awards granted under the Prior Plan will remain subject to the terms of the Prior Plan (except to the extent such outstanding awards result in Returning Shares that become available for issuance pursuant to Awards granted under this Plan). All Awards granted under this Plan will be subject to the terms of this Plan.

(b)

…

AMENDMENT NO. 1 TO TRANSACTION AGREEMENT

This Amendment No. 1 to Transaction Agreement (this “Amendment”), dated as of June 17, 2026 (the “Effective Date”), is made by and between Rumble Inc., a Delaware corporation (the “Company”), and Tether Investments S.A. de C.V. (as successor in interest to Tether Investments Limited) (the “Investor”) in reference to that certain Transaction Agreement (the “Transaction Agreement”), dated as of December 20, 2024, by and between the Company and the Investor. The Company and the Investor are each referred to herein from time to time as a “Party” and together as the “Parties”. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Transaction Agreement.

 

W I T N E S S E T H:

…

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

 

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 17, 2026, is made and entered into by and between Rumble Inc., a Delaware corporation (the “Company”), and Tether Investments S.A. de C.V. (the “Investor”).

RECITALS

WHEREAS, the Company and the Investor are parties to that certain Registration Rights Agreement, dated as of February 7, 2025 (the “February 2025 Registration Rights Agreement”) pursuant to which the Company granted the Investor certain registration rights with respect to certain securities of the Company;

…

COMSTOCK INC.

2026 EQUITY INCENTIVE PLAN

PERFORMANCE SHARE UNIT AWARD

 

[FIRSTNAME] [LASTNAME]

 

Dear [NAME]:

 

You have been granted an award (this “Award”) of Performance Share Units of Comstock Inc. (the “Company”) under the Comstock Inc. 2026 Equity Incentive Plan (the “Plan”), effective as of the Grant Date, with the terms and conditions set forth below. Capitalized terms used in this Award and not defined shall have the meanings given in the Plan.

 

Grant Date:         

June 15, 2026

 

 

Number of Performance

Share Units (“PSUs”):

Target PSUs: [NUMBER OF PSUs]

 

Enhanced Opportunity PSUs: [NUMBER OF PSUs] 25% of the Target PSUs

 

 

Performance Periods &

Enhanced Performance

periods:

June 15, 2026 through June 30, 2027 with respect to 1/3 of the PSUs (the “First Performance Period”)

 

July 1, 2027 through June 30, 2028 with respect to 1/3 of the PSUs (the “Second Performance Period”)

…

COMSTOCK INC.

2026 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD

 

 

[EMPLOYEE NAME]

 

Dear [EMPLOYEE FIRST NAME]:

 

You have been granted an award of Restricted Stock Units (this “Award”) of Comstock Inc. (the “Company”) under the Comstock Inc. 2026 Equity Incentive Plan (the “Plan”), effective as of the Grant Date, with the terms and conditions set forth below. Capitalized terms used in this Award and not defined shall have the meanings given in the Plan.

 

Grant Date:         

 

June 15, 2026

 

 

 

Vesting Commencement Date:

 

June 15, 2026

 

 

 

Number of Restricted Stock Units:

 

[NUMBER OF RSUs]

 

 

 

Vesting Schedule:

 

One-third (1/3) of the Restricted Stock Units will vest on each of the following dates, June 30, 2027, June 30, 2028, and June 30, 2029, provided, except as otherwise set forth below, you are continuously employed by, or in service with, the Company or an Affiliate until the applicable vesting date.

…

April 11, 2026

 

STRICTLY CONFIDENTIAL

 

Bluejay Diagnostics, Inc.

360 Massachusetts Avenue, Suite 203

Acton, MA 01720

 

Attn: Neil Dey, President and Chief Executive Officer

 

Dear Mr. Dey:

 

This letter agreement (this “Agreement”) constitutes the agreement between Bluejay Diagnostics, Inc. (the “Company”) and H.C. Wainwright & Co., LLC (“Wainwright”), that Wainwright shall serve as the exclusive underwriter, agent or advisor in any offering (each, an “Offering”) of securities of the Company (the “Securities”) during the Term (as hereinafter defined) of this Agreement. The terms of each Offering and the Securities issued in connection therewith shall be mutually agreed upon by the Company and Wainwright and nothing herein implies that Wainwright would have the power or authority to bind the Company and nothing herein implies that the Company shall have an obligation to issue any Securities. It is understood that Wainwright’s assistance in an Offering will be subject to the satisfactory completion of such investigation and inquiry into the affairs of the Company as Wainw

…

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Exhibit 10.1

VOTING AND SUPPORT AGREEMENT

 

This Voting and Support Agreement (this “Agreement”) is made and entered into as of June 16, 2026, by and among Bed Bath & Beyond, Inc., a Delaware corporation (“Parent”), the undersigned stockholder (“Stockholder”) of Fathom Holdings Inc., a North Carolina corporation (the “Company”), and, solely with respect to Section 3(c), the Company.

 

RECITALS

 

A.         Concurrently with the execution and delivery of this Agreement, Parent, Fathom Merger Sub, Inc., a North Carolina corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and the Company are entering into a Merger Agreement and Plan of Reorganization dated as of the date hereof (as it may be amended or supplemented from time to time pursuant to the terms thereof, the “Merger Agreement”), which provides for, among other things, the merger (the “Merger”) of Merger Sub with and into the Company in accordance with its terms.

…

NOTICE OF PERFORMANCE-BASED STOCK UNITS

BLOOM ENERGY CORPORATION

2018 EQUITY INCENTIVE PLAN

Unless otherwise defined herein, the terms defined in the Bloom Energy Corporation (the “Company”) 2018 Equity Incentive Plan (the “Plan”) shall have the same meanings in this Notice of Performance-based Stock Units (the “Notice”) and the attached Performance-based Stock Unit Agreement, including Exhibit A attached hereto (collectively, the “PSU Agreement”).You have been granted an award of Performance-based Stock Units (“PSUs”) under the Plan subject to the terms and conditions of the Plan, this Notice and the attached PSU Agreement. Capitalized terms that are undefined will have the meaning set forth in the Plan.

 

Name:

  

KR Sridhar

Number of PSUs:

  

271,076

Date of Grant:

  

June 15, 2026

Grant Number:

  

 

Vesting Schedule:

  

The PSUs shall vest and the number of Shares issuable determined in accordance with the terms and conditions set forth on Exhibit A attached hereto.

…

RESTRICTED STOCK UNIT GRANT NOTICE

UNDER THE

REPUBLIC AIRWAYS HOLDINGS INC.

2025 EQUITY INCENTIVE PLAN

Republic Airways Holdings Inc., Delaware corporation (the “Company”), pursuant to its 2025 Equity Incentive Plan, as it may be amended and restated from time to time (the “Plan”), hereby grants to the Participant set forth below the number of Restricted Stock Units set forth below. The Restricted Stock Units are subject to all of the terms and conditions as set forth herein, in the Restricted Stock Unit Agreement (attached hereto or previously provided to the Participant in connection with a prior grant), and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan.

 

Participant:

  

[•]

Date of Grant:

  

[•]

Vesting Commencement Date:

  

[•]

Number of Restricted Stock Units:

  

[•]

Vesting Schedule:

…