Browse EX-10 agreements

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

 

COMMON STOCK PURCHASE WARRANT

RANGE IMPACT, INC.

 

Warrant Shares: 14,500,000

 

Warrant Issuance Date: July 1, 2026

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[Loeb Draft | June 9, 2026]

 

 

 

STOCK PURCHASE AGREEMENT

 

Between and among

 

MJG Polo LLC, as “Buyer”

 

Compass North Holdings Limited, as “Seller”

 

and

 

Stark Focus Group Inc., as the “the Company”

 

Dated June 9, 2026

 

 

 

 

 

STOCK PURCHASE AGREEMENT, dated June 9, 2026, between and among MJG Polo LLC, a limited liability company formed under the laws of Delaware (the “Buyer”), Stark Focus Group Inc., a company formed under the laws of Nevada (the “Company”), and Compass North Holdings Limited, a company formed under the laws of England (the “Seller”).

 

W I T N E S S E T H:

 

WHEREAS, Sellers owns 8,300,000 shares (the “Shares”) of common stock, $0.0001 par value per share (the “Common Stock”), of the Company, representing 83.43% of the issued and outstanding shares of Common Stock; and

 

WHEREAS, Seller wishes to sell to Buyer, and Buyer wishes to purchase from Seller, the Shares, upon the terms and subject to the conditions set forth herein;

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SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement (this “Agreement”) is dated as of June 30, 2026, between Cadrenal Therapeutics, 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 Section 4(a)(2) of the Securities Act (as defined below), and Rule 506 of Regulation D promulgated thereunder, 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

…

EXHIBIT B

 

REGISTRATION RIGHTS AGREEMENT

 

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 30, 2026, between Cadrenal Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

 

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).

 

The Company and each Purchaser hereby agrees as follows:

 

1. Definitions.

 

Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

 

“Advice” shall have the meaning set forth in Section 6(c).

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Execution Version

 

Published CUSIP Number: 46816XAH7 (Deal) US46816XAH70 (Facility)

 

 

 

REVOLVING CREDIT AGREEMENT

 

dated as of

 

June 30, 2026

 

among

 

JACKSON FINANCIAL INC., as the Company

 

the SUBSIDIARY ACCOUNT PARTIES, as additional Obligors

 

the BANKS party hereto and

 

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent

 

$1,250,000,000

 

WELLS FARGO SECURITIES, LLC, BOFA SECURITIES, INC., JPMORGAN CHASE BANK, N.A., and TD SECURITIES (USA) LLC, as Joint Lead Arrangers and Bookrunners

 

BANK OF AMERICA, N.A., JPMORGAN CHASE BANK, N.A., and TD SECURITIES (USA) LLC, as Syndication Agents

 

 

 

 

 

 

TABLE OF CONTENTS

 

 

 

Page

Article I DEFINITIONS

1

SECTION 1.01.

Definitions

1

SECTION 1.02.

Other Definitions and Provisions

26

SECTION 1.03.

Accounting Terms and Determinations

27

SECTION 1.04.

Rounding

27

SECTION 1.05.

References to Agreement and Laws

27

SECTION 1.06.

Times of Day

27

SECTION 1.07.

Types of Borrowings

28

SECTION 1.08.

Divisions

28

SECTION 1.09.

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FIRST AMENDMENT TO SUBLEASE

THIS FIRST AMENDMENT TO SUBLEASE (this “Amendment”) is made and entered into as of June 29, 2026 (the “Effective Date”), by and between CRISPR THERAPEUTICS, INC., a Delaware corporation, with a place of business at 105 West First Street, Boston, MA 02127 (“Sublandlord”), and AVALYN PHARMA INC., a Delaware corporation with a place of business at 105 West First Street (“Subtenant”).

R e c i t a l s

 

A.

Sublandlord is a party to that certain Lease, dated July 24, 2020 (the “Master Lease”), by and between Sublandlord, as tenant, and 105 W First Street Owner, L.L.C. (“Master Landlord”), as landlord, of approximately 263,500 rentable square feet of space (the “Master Premises”) in the entire building commonly known as 105 West First Street, Boston, Massachusetts (the “Building”).

 

B.

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STANDBY EQUITY PURCHASE AGREEMENT

 

THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of July 1, 2026 is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and ONEMEDNET CORPORATION, a company incorporated under the laws of the State of Delaware (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 $25 million of the shares of the Company’s Common Stock, par value $0.0001 per share (the “Common Shares”);

 

WHEREAS, the Common Shares are listed for trading on the Nasdaq Global Market under the symbol “ONMD;”

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AMBARELLA, INC.

AMENDED AND RESTATED 2021 EQUITY INCENTIVE PLAN

1. Purposes of the Plan. The purposes of this Plan are:

 

 

•

 

to attract and retain the best available personnel for positions of substantial responsibility,

 

 

•

 

to provide additional incentive to Employees, Directors and Consultants, and

 

 

•

 

to promote the success of the Company’s business.

The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units and Performance Awards.

2. Definitions. As used herein, the following definitions will apply:

2.1 “Administrator” means the Board or any of its Committees as will be administering the Plan, in accordance with Section 4 of the Plan.

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Document

Execution Version

AMENDMENT NO. 4 TO REVOLVING CREDIT AND GUARANTY AGREEMENT

THIS AMENDMENT NO. 4 (this “Amendment”), dated as of June 26, 2026, by and among HIMS & HERS HEALTH, INC., a Delaware corporation (the “Borrower”), each Guarantor party hereto, and each existing Lender party hereto, which constitutes the Required Lenders under the Existing Credit Agreement (as defined below) (such Lenders party hereto, collectively referred to herein as the “Consenting Lenders” and each a “Consenting Lender”) amends that certain Credit Agreement, dated as of February 18, 2025 (as amended by that certain Amendment No. 1 to Revolving Credit and Guaranty Agreement, dated as of June 25, 2025, that certain Amendment No. 2 to Revolving Credit and Guaranty Agreement, dated as of May 7, 2026, that certain Amendment No. 3 to Revolving Credit and Guaranty Agreement, dated as of May 29, 2026 and as further amended, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”; the Existing Credit Agreement as amended by

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Document

MASTER RECEIVABLES PURCHASE AGREEMENT

This MASTER RECEIVABLES PURCHASE AGREEMENT (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is made as of July 1, 2026, among XeCare LLC, a Delaware limited liability company, as a seller and a servicer hereunder (“XeCare”), Apostrophe Pharmacy LLC, an Arizona limited liability company, as a seller and a servicer hereunder (“Apostrophe”), and such other Subsidiaries of Hims & Hers Health, Inc. (the “Company”), if any, as may become party hereto as a seller and a servicer hereunder through a Seller Joinder Agreement pursuant to the terms hereof (“Additional Sellers” and, together with XeCare, Apostrophe, each a “Seller” and collectively the “Sellers”), and JPMorgan Chase Bank, N.A. (together with its successors and permitted assigns, the “Purchaser”). Capitalized terms not otherwise defined herein shall have the meanings set forth on Annex A attached hereto, and the principles of interpretation set forth in Annex A hereto shall apply to this Agreement and each other Transaction Doc

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NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTIONS. AS A RESULT, THESE SECURITIES MAY NOT BE OFFERED, TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS (PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM OR IN A TRANSACTION NOT SUBJECT THERETO).

PREFUNDED COMMON STOCK PURCHASE WARRANT

aCTELIS nETWORKS, INC.

Warrant Shares: 3,850,000

Issue Date: July 1, 2026

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EXCHANGE AND AMENDMENT AGREEMENT

 

This Exchange and Amendment Agreement (this “Agreement”), by and between Actelis Networks, Inc., a Delaware corporation (the “Company”), and White Lion Capital, LLC, a Nevada limited liability company (the “Investor”), is entered into as of July 1, 2026.

RECITALS

WHEREAS, the Company and the Investor entered into to that certain Common Stock Purchase Agreement, dated as of September 27, 2025 (the “CSPA”) pursuant to which the Investor agreed to purchase up to Thirty Million Dollars ($30,000,000) of the Company’s Common Stock on the terms and conditions set forth therein. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the CSPA.

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