Browse EX-10 agreements

[DATE, 2026]

 

Pelican Acquisition II Corporation

1185 Avenue of the Americas, Suite 349

New York, NY 10036

 

Ladies and Gentlemen:

 

Pelican Acquisition II Corporation (the “Company”), a blank check company formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (the “Securities Act”), in connection with its initial public offering (“IPO”). The Company currently anticipates selling units (“Units”) in the IPO, each comprised of one ordinary share, par value $0.0001 per share, of the Company (“Ordinary Share(s)”) and one right (“Right(s)”) entitling the holder thereof to receive 1/10th of one Ordinary Share upon the completion of an initial Business Combination.

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PELICAN ACQUISITION II CORPORATION

 

March 13, 2026

 

Pelican II Capital Solutions Limited

1185 Avenue of the Americas, Suite 349

New York, NY 10036

 

RE:

Securities Subscription Agreement

 

Ladies and Gentlemen:

 

This agreement (the “Agreement”) is entered into on March 13 by and between Pelican II Capital Solutions Limited, a BVI Limited Liability Company (the “Subscriber” or “you”), and Pelican Acquisition II Corporation, a Cayman Islands exempted Company (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 2,875,000 ordinary shares, $0.0001 par value per share, up to 375,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit consisting of one ordinary share and one right, do not fully exercise their over-allotment option (the “Over-allotment Option”) (herein referred to as the “Shares”). The Company and the Subscriber’s agreements regarding su

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INDEMNITY AGREEMENT

 

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [DATE, 2026], by and between Pelican Acquisition II Corporation, a Cayman Islands exempted corporation (the “Company”), and [   ] (“Indemnitee”).

 

RECITALS

 

WHEREAS, highly competent persons have become more reluctant to serve publicly held corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;

 

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its Subsidiaries (as defined below) from certain liabilities;

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As of March 13, 2026

 

To the Board of Directors of Pelican Acquisition II Corporation

 

Dear Sirs:

 

The undersigned, on behalf of itself and its designees, hereby offers to purchases an aggregate of 200,000 ordinary shares, par value $0.0001 per share (“Shares”), of Pelican Acquisition II Corporation (“Company”), for an aggregate purchase price, and total consideration, of $2,318, on the terms set forth herein. Capitalized terms used and not otherwise defined in this letter have the meanings to be given to such terms in the Underwriting Agreement to be entered into between the Company and the undersigned in connection with the Company’s proposed initial public offering (the “Offering”).

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LICENSE AGREEMENT

 

THIS AGREEMENT (the “Agreement”) is entered into effective as of January 27, 2016 (the “Effective Date”) by and between Tarsius Pharma Ltd. (or as shall be approved by the Israeli Companies Registrar) to be incorporated as a private limited liability company duly organized in Israel (the “Company”) and Prof Yehuda Shoenfeld, I.D [__] from [___________], Israel, and Prof Miri Blank I.D [__] from [___________], Israel (together: the “Inventors”). Each of the Company and the Inventors (jointly and severally) may be referred to herein as a “Party”, and together as the “Parties”.

 

RECITALS

WHEREAS, the Inventors jointly invented the Invention during the term of their employment with Sheba (as such term is defined below); and

 

WHEREAS, following and according to the Sheba Agreement (as defined below) the Inventors have received a waiver from Sheba of its ownership rights in and to the Invention and the Patents; and

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TENDER AND SUPPORT AGREEMENT

This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of June 15, 2026, is entered into by and among ANV Group Holdings Ltd., a private limited company incorporated under the laws of England and Wales (“Parent”), Lakers Acquisition Sub, Inc., a Delaware corporation and indirect wholly owned subsidiary of Parent (“Merger Sub”), and each of the stockholders of Open Lending Corporation, a Delaware corporation (the “Company”), set forth on Schedule A hereto (each, a “Stockholder” and, if applicable, collectively, the “Stockholders”). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).

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INDEMNITY AGREEMENT

 

This Indemnity Agreement (this “Agreement”) dated as of                  , is made by and between Rank One Computing Corporation, a Colorado corporation (the “Company”), and                  (“Indemnitee”). This Agreement shall be deemed to have taken effect as of the date that Indemnitee first became a director, officer, employee or agent of the Company.

 

Recitals

 

A. The Company desires to attract and retain the services of highly qualified individuals as directors, officers, employees and agents.

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AMENDMENT NO. 1 TO THE PALVELLA THERAPEUTICS, INC. 2024 EQUITY INCENTIVE PLAN 

WHEREAS, Palvella Therapeutics, Inc. (the “Company”) maintains the Palvella Therapeutics, Inc. 2024 Equity Incentive Plan (the “Plan”), which was previously adopted by the Board of Directors of the Company (the “Board”) and approved by the Company’s stockholders;

 

WHEREAS, the Board believes that the number of Shares (as defined in the Plan) remaining available for issuance under the Plan has become insufficient for the Company’s anticipated future needs under the Plan;

 

WHEREAS, the Board has determined that it is advisable and in the best interest of the Company and its stockholders to amend the Plan to increase the aggregate number of Shares reserved for issuance thereunder by 750,000 shares; and

 

WHEREAS, Section 11 of the Plan provides that the Board may amend the Plan at any time, subject to certain conditions set forth therein.

 

NOW, THEREFORE:

 

Section 3(a) of the Plan is hereby deleted it in its entirety and replaced with the following:

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EXECUTION VERSION

 

REPURCHASE AND FORBEARANCE AGREEMENT

This Repurchase and Forbearance Agreement (this “Agreement”), dated June 15, 2026, is by and between NewGenIvf Group Limited, a business company incorporated under the laws of the British Virgin Islands (the “Company”), and JAK Opportunities VI LLC, a Delaware limited liability company (the “Investor”). The Company and the Investor are referred to herein collectively as the “Parties” and individually as a “Party.” Capitalized terms not defined herein shall have the meaning as set forth in the Existing Securities Purchase Agreements (as defined below), as applicable.

 

RECITALS

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EXCHANGE AGREEMENT

This Exchange Agreement (this “Agreement”) is dated as of June 11, 2026, between Our Bond, Inc. (the “Company” or “Our Bond”) and the holder identified on the signature page hereto (the “Holder”).

 

WHEREAS, the Holder beneficially owns and holds the following promissory notes of the Company: (i) a promissory note issued March 1, 2025 in the original principal amount of $2,500,000, with a current balance of $2,292,179.85 (the “March Note”); and (ii) a promissory note issued May 4, 2026 in the original principal amount of $1,000,000, with a current balance of $1,010,277.78 (the “May Note”) (collectively, the “Original Notes”) which are currently due and owing, including all accrued and unpaid interest thereon through the Closing Date (as defined below), and have an aggregate current value of $3,302,457.63;

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WAIVER and TWENTy-EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENT

THIS WAIVER AND TWENTY-EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of June 11, 2026, by and between EASTWARD FUND MANAGEMENT, LLC, a Delaware limited liability company (“Lender”), and OUR BOND, INC., a Nevada corporation (successor-by-conversion and name change to TG-17, INC., a Delaware corporation) (“Borrower”).

 

Recitals

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19505 Biscayne Blvd. ● Suite 2350 ● Aventura, FL 33180 ● legal@ascentpartnersllc.com

 

To:

Our Bond, Inc.

 

18 West 18th Street, 6th Floor

 

New York, NY 10011

 

Email: Doron.Kempel@ourbond.com

 

Attention:

Doron Kempel

 

Chief Executive Officer

 

June 11, 2026

 

Re: Amendment to Warrants to Purchase Common Stock

 

Dear Mr. Kempel:

 

Reference is made to (i) the Warrant to Purchase Common Stock dated October 27, 2025, under which Ascent Partners Fund LLC, a Delaware limited liability company (the “Purchaser”) may purchase up to 3,000,000 shares of common stock of Our Bond, Inc., a Nevada corporation (together with its successors and permitted assigns, the “Company”) at an exercise price of $12.35 for a period of sixteen (16) months from the date of issuance (the “16 Month Warrants”), and (ii) the Warrant to Purchase Common Stock dated October 27, 2025, under which the Purchaser may purchase up to 6,000,000 shares of common stock of the Company at an exercise price of $12.35 for a period of twenty-four (24) months from the date of issuance (th

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