Browse EX-10 agreements

THIS NOTE HAS NOT 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 UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT. THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE. THE PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE AND, ACCORDINGLY, THE SECURITIES ISSUABLE UPON CONVERSION HEREOF, MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF, PURSUANT TO THE TERMS OF THIS NOTE.

VSEE HEALTH, INC.

 

Secured Promissory Note

 

Original Issuance Date: June 08, 2026

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SECURITIES PURCHASE AGREEMENT

 

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 8, 2026, by and between VSEE HEALTH INC., a Delaware corporation, with its address at 980 N Federal Highway Boca Raton, FL 33432 (the “Company”), and ADI Funding LLC, a Florida limited liability company, with its address at 7050 Aloma Ave, Winter Park, Florida 32792 (the “Buyer”).

 

WHEREAS:

 

A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”); and

 

B. Buyer desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement, a promissory note of the Company, in the form attached hereto as Exhibit A, in the aggregate principal amount of $271,739.13 (including $21,739.13 of Original Issue Discount) (the “Note”).

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STANDBY EQUITY PURCHASE AGREEMENT

THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of June 2, 2026 is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and VSEE HEALTH, INC., 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 $10 million 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 Stock Market under the symbol “VSEE;”

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Reed’s, Inc.

2026 Equity Incentive Plan

Adopted by the Board of Directors: March 31, 2026

 Approved by the Stockholders: June 10, 2026

 

1.

General.

(a) Successor to Prior Plans. The Plan is the successor to the Prior Plans. As of the Effective Date, (i) no additional awards may be granted under the Prior Plans; and (ii) all outstanding awards granted under the Prior Plans will remain subject to the terms of the Prior Plans. All Awards granted under this Plan will be subject to the terms of this Plan.

 

(b) 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 efforts for the success of the Company and any Affiliate and to provide a means by which such persons may be given an opportunity to benefit from increases in value of the Common Stock through the granting of Awards.

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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.

 

PROMISSORY NOTE

 

 

Dated as of June 11, 2026

 

 

Principal Amount: Up to $1,500,000

New York, NY

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REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 5, 2026, is by and between Leonite Fund I, LP, a Delaware limited partnership (the “Investor”), and Cardiff Lexington Corporation, a Nevada corporation (the “Company”).

 

RECITALS

 

A.The Company and the Investor have entered into that certain Common Stock Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”), pursuant to which the Company may issue to the Investor, from time to time, up to $25,000,000 of the Company’s common stock, par value $0.001 per share (the “Common Stock”), which can be increased, at the Company’s option, to up to $75,000,000 of Common Stock.

 

B.Pursuant to the terms of, and in consideration for the Investor entering into, the Purchase Agreement, the Company shall cause to be issued to the Investor the Commitment Shares in accordance with the terms of the Purchase Agreement.

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COMMON STOCK PURCHASE AGREEMENT

 

This COMMON STOCK PURCHASE AGREEMENT is made and entered into as of June 5, 2026 (this “Agreement”), by and among Leonite Fund I, LP (the “Investor”), and Cardiff Lexington Corporation, a Nevada corporation (the “Company”).

 

RECiTALS

 

WHEREAS, the parties desire that, upon the terms and subject to the conditions and limitations set forth herein, the Company may issue and sell to the Investor, from time to time as provided herein, and the Investor shall purchase from the Company, up to $25,000,000 of the Company’s shares of common stock, $0.001 par value per share (the “Common Stock,” which can be increased, at the Company’s option, to up to $75,000,000 of Common Stock;

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Exhibit 10.1 

CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

 

SECURITIES PURCHASE AGREEMENT

 

by and among

 

VIREO GROWTH INC.,

 

BWAB Holdings LLC,

 

Bridgewell Agribusiness LLC,

 

Agribusiness Holdings Limited Partnership,

 

the Ultimate Sellers set forth on Schedule I hereof,

 

and

 

SHAREHOLDER REPRESENTATIVE SERVICES LLC

 

Dated as of June 5, 2026

 

 

 

 

Table of Contents

 

Page

 

Article I. DEFINITIONS

1

 

 

Article II. PURCHASE AND SALE

20

Section 2.01

Closing

20

Section 2.02

Closing Deliverables

20

Section 2.03

Withholding Rights

22

Section 2.04

Closing Purchase Price and Closing Share Payment Adjustment

23

Section 2.05

Buyer Shares

26

 

 

 

Article III. REPRESENTATIONS AND WARRANTIES of ULTIMATE SELLERS

29

Section 3.01

Organization and Qualification

29

Section 3.02

Authority

30

Section 3.03

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a260401-wheelerashleexpr

CONFIDENTIAL Congratulations on your Promotion! Ashlee Wheeler EE # 102267 Congratulations on your promotion to Executive Vice President – Chief Commercial Officer! This will confirm the details of your pay change effective April 1, 2026. Note the above annual illustrations assume 100% bonus payout. Actual bonus payment calculations include proration for time worked in different roles during FY2026. Thank you for your amazing contributions and we look forward to your continued success! Best,

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AMENDMENT NO. 13

TO

FIFTH AMENDED AND RESTATED CREDIT AGREEMENT

THIS AMENDMENT NO. 13 TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of June 10, 2026, is entered into among GLADSTONE BUSINESS INVESTMENT, LLC, as Borrower (the “Borrower”), GLADSTONE MANAGEMENT CORPORATION, as Servicer (the “Servicer”), the Managing Agents party hereto, the Joint Lead Arrangers party hereto, the Lenders party hereto, and KEYBANK NATIONAL ASSOCIATION (“KeyBank”), as Administrative Agent (in such capacity, the “Administrative Agent”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the “Credit Agreement” referred to below.

PRELIMINARY STATEMENTS

A. Reference is made to that certain Fifth Amended and Restated Credit Agreement dated as of April 30, 2013 by and among the Borrower, the Servicer, the Lenders and Managing Agents parties thereto from time to time and the Administrative Agent, (as amended, modified or restated from time to time, the “Credit Agreement”).

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SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement (this “Agreement”) is dated as of June 10, 2026, between WF Holding Limited, a Cayman Islands exempted company (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 4(a)(2) of the Securities Act (as defined below) and Regulation S (as defined below) as 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:

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Document

Exhibit 10.1

QUALYS, INC.

2012 EQUITY INCENTIVE PLAN

(as amended and restated at the 2026 Annual General Meeting)

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, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Performance Units and Performance Shares.

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

(a)“2022 Restatement” means the amendment and restatement of the Plan that became effective on the date of the 2022 Annual General Meeting of the Company’s stockholders (such date, the “2022 Restatement Date”).

(b)“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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