PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

 

This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this “Agreement”) is made as of the 24th day of June, 2026, by and between Cartesian Growth Corporation IV, a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co. (the “Subscriber”).

 

WHEREAS, the Company desires to sell to the Subscriber on a private placement basis (the “Offering”) an aggregate of 1,562,500 warrants (each, a “Placement Warrant” and, collectively, the “Placement Warrants”) of the Company, for a purchase price of $2.00 per Placement Warrant. The Class A Ordinary Shares (as defined below) underlying the Placement Warrants are hereinafter referred to as the “Warrant Shares.” The Placement Warrants and Warrant Shares, collectively, are hereinafter referred to as the “Securities.” Each whole Placement Warrant is exercisable to purchase one Class A Ordinary Share at an exercise price of $11.50, as provided in the registration statement in connection with the initial public offering (the “IPO”) of t

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REGISTRATION RIGHTS AGREEMENT

 

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of June 24, 2026, by and among Cartesian Growth Corporation IV, a Cayman Islands exempted company (the “Company”), and each undersigned party listed under the heading “Holder” on the signature page hereto (each such party, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively, the “Holders”).

 

WHEREAS, CGC IV Sponsor LLC (the “Sponsor”) and CGC IV Sponsor DirectorCo LLC (“DirectorCo”) own an aggregate of 7,187,500 Class B ordinary shares, par value $0.0001 per share, of the Company (“Founder Shares”), which include an aggregate of up to 937,500 Founder Shares subject to forfeiture by the Sponsor to the extent that the underwriters in the Company’s initial public offering do not exercise their option to purchase additional units;

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VIVANI MEDICAL, INC. AMENDED AND RESTATED 2022 OMNIBUS INCENTIVE PLAN

SECTION 1.              GENERAL PURPOSE OF THE PLAN; DEFINITIONS

The name of the plan is the Amended and Restated Vivani Medical, Inc. 2022 Omnibus Incentive Plan (the “Plan”).  The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and Consultants of Vivani Medical, Inc. (f/k/a Second Sight Medical Products, Inc.) (the “Company”) and its Affiliates upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its business to acquire a proprietary interest in the Company.  It is anticipated that providing such persons with a direct stake in the Company’s welfare will assure a closer identification of their interests with those of the Company and its stockholders, thereby stimulating their efforts on the Company’s behalf and strengthening their desire to remain with the Company. 

The following terms shall be defined as set forth below:

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Document

CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL, AND HAS BEEN MARKED WITH “[***]” TO INDICATE WHERE OMISSIONS HAVE BEEN MADE

Joby Toyota Aero Manufacturing Preparation Company

STOCKHOLDERS AGREEMENT

DATED: June 29, 2026

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TABLE OF CONTENTS

Page

1.    Definitions; Construction    2

1.1    Definitions    2

1.2    Construction    11

2.    Representations and Warranties of Stockholders    12

2.1    Organization and Qualification    12

2.2    Authority    12

2.3    No Conflict    12

2.4    Governmental Consents and Approvals    13

2.5    Securities Representations    13

3.    Establishment of the Company; Effectiveness of Agreement    13

3.1    Establishment of the Company    13

3.2    Purpose of the Company    14

3.3    Business Plan    14

3.4    Compliance with Laws    14

4.    Capital Contributions    14

4.1    Initial Capital Contributions    14

4.2    Mandatory Capital Contributions; Defaults    15

5.    Governance    16

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EXECUTION COPY

MINERAL PROPERTY PURCHASE AGREEMENT

THIS AGREEMENT (the “Agreement”)is dated June 26, 2026 (the “Effective Date”).

BETWEEN

NU-MED PLUS, INC., a company formed under the State of Utah, United States of America

 

(the “Purchaser”)

AND

AVID GOLD LTD, a company formed under the laws of England and Wales

 

(“Avid”)

AND

MARITIMES GOLD CORP., a company formed under the laws of Canada

 

(“MGC”)

AND

MARITIMES GOLD JV CORP., a company formed under the laws of British Columbia

 

(the “MGC Subsidiary”)

AND

MEGUMAGOLD CORP., a company existing under the laws of British Columbia

 

(the “Vendor”)

AND

1156219 B.C. LIMITED, a company existing under the laws of British Columbia

 

(“1156”)

AND

CROSBY GOLD LTD., a company existing under the laws of British Columbia

 

(“Crosby Gold”, and together with 1156 the “Vendor Subsidiaries”)

WHEREAS:

 

A.

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SHARE PURCHASE AGREEMENT

 

THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of June 26th 2026 (the “Execution Date”),

BY AND BETWEEN:

 

1.

SADOT Group Inc. a corporation organized and existing under the laws of Nevada in the United States of America, having its principal place of business at 295 E Renfro Street, Suite 209 Burleson, Texas 76028 USA (the “Seller”);

AND

 

2.

Dream America Marketing Services, Ltd , having its principal place of business at Davivienda Bldg, 1st fl. Meridiano Business Center. Escazu, SJ 10203. Costa Rica. (the “Purchaser”).

The Seller and the Purchaser are each referred to herein individually as a “Party” and collectively as the “Parties”.

RECITALS

 

WHEREAS the Seller is the sole and exclusive owner of one hundred per cent (100%) of the issued and outstanding membership interests (the “Interests”) in Sadot Latam LLC, a limited liability company organized and existing under the laws of Delaware (the “Company”); The assets of Sadot Latam are listed in Appendix A

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NEXSCIENT, INC.

DIRECTOR AGREEMENT

(Performance Restricted Stock Unit Award)

 

This Director Agreement (this “Agreement”) is made and entered into as of July 1, 2026 (the “Effective Date”), by and between Nexscient, Inc., a Delaware corporation (the “Corporation”), and ___________ (the “Director”). The Corporation and the Director are referred to herein collectively as the “Parties” and individually as a “Party.”

 

Recitals

 

WHEREAS, the Director serves as a non-employee member of the Board of Directors of the Corporation (the “Board”);

 

WHEREAS, the Corporation desires to retain the services of the Director as a non-employee director and to compensate the Director for such service solely through a performance-based award of restricted stock units, without any cash retainer, meeting fee, or other cash stipend; and

 

WHEREAS, the Director desires to continue serving the Corporation on the terms and subject to the conditions set forth herein.

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Exhibit 10.1 

 

POST-MONEY VALUATION CAP

 

THIS INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED IN THIS SAFE AND UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.

 

AFTERDREAM, Inc

SAFE Amendment 2

(Simple Agreement for Future Equity)

 

THIS FURTHER AMENDS the SAFE AGREEMENT THAT in exchange for the payment by Amass Brands, Inc. (the “Investor”) of $1,735,000 (the “Purchase Amount”) on or after June 25th, AFTERDREAM, Inc a Delaware corporation (the “Company”), issues to the Investor the right to certain shares of the Company’s Capital Stock, subject to the terms described below.

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RANI THERAPEUTICS, LLC

 

Nicholas M. Maestas

 

Re: Offer of Employment

 

Dear Nicholas:

 

RANI THERAPEUTICS, LLC (the “Company”) is pleased to offer you employment on the terms and conditions set forth in this letter agreement (the “Agreement”).

 

1. EMPLOYMENT BY THE COMPANY.

 

(a) Position. Your employment with the Company as Chief Financial Officer will start on June 29, 2026.

 

(b) Duties and Location. You will be responsible for duties and responsibilities as are customary for the position of Chief Financial Officer and as may be directed by the CEO of the Company, to whom you will report. You will have the authority to make design and hiring decisions that fall directly within the scope of your responsibilities as Chief Financial Officer, subject to Company policies and practices and the corporate goals, budget and directives established by the CEO and/or Board. Notwithstanding the foregoing, the CEO and/or the Board retain the ability to provide input and make decisions on design and hiring at all times. Your primary office location will be the Company’s offices

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Rani Therapeutics Holdings, Inc.

2026 Equity Inducement Plan

 

Adopted by the Board of Directors: June 28, 2026

 

General.

 

(a)

Eligible Award Recipients. The only persons eligible to receive grants of Awards under this Plan are individuals who satisfy the standards for “employment inducement grants” under Nasdaq Listing Rule 5635(c)(4) and the related guidance under Nasdaq IM-5635-1 (together with any analogous rules or guidance effective after the date hereof, the “Inducement Award Rules”). A person who previously served as an Employee or Director will not be eligible to receive Awards under the Plan, other than following a bona fide period of non-employment. Persons eligible to receive grants of Awards under this Plan are referred to in this Plan as “Eligible Employees.” Awards must be approved either by a majority of the members of the Board who qualify as “independent directors” (within the meaning of Nasdaq Listing Rule 5605(a)(2)) (“Independent Directors”) or the Compensation Committee, provided such committee is comprised solely of Independent Directors (the “Ind

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Rani Therapeutics Holdings, Inc.

2026 Equity Inducement Plan Option Agreement

As reflected by your Stock Option Grant Notice (“Grant Notice”), Rani Therapeutics Holdings, Inc. (the “Company”) has granted you an option under its 2026 Equity Inducement Plan (the “Plan”) to purchase a number of shares of Common Stock at the exercise price indicated in your Grant Notice (the “Option”). The Option is granted in compliance with Nasdaq Listing Rule 5635(c)(4) as a material inducement to you entering into employment with the Company. Capitalized terms not explicitly defined in this Agreement but defined in the Grant Notice or the Plan shall have the meanings set forth in the Grant Notice or Plan, as applicable. The terms of your Option as specified in the Grant Notice and this Option Agreement constitute your Option Agreement.

The general terms and conditions applicable to your Option are as follows:

Governing Plan Document. Your Option is subject to all the provisions of the Plan, including but not limited to the provisions in:

(a)

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AMENDMENT TO

 

QUANTUM COMPUTING INC.

 

2022 EQUITY AND INCENTIVE PLAN

 

Pursuant to Section 13 of the 2022 Equity and Incentive Plan (the “2022 Plan”) of Quantum Computing Inc. (the “Company”), the board of directors of the Company (the “Board”) hereby amends the 2022 Plan (this “Amendment”), subject to the approval of this Amendment by the Company’s stockholders. This Amendment shall be effective as of the date of such stockholder approval.

 

Section 3(a) of the 2022 Plan is hereby amended and restated in its entirety to read as follows:

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