Browse EX-10 agreements

CLIMB GLOBAL SOLUTIONS, INC.

2021 OMNIBUS INCENTIVE PLAN

(AMENDED AND RESTATED EFFECTIVE AS OF JUNE 2, 2026)

	SECTION 1.	GENERAL PURPOSE OF THE PLAN; DEFINITIONS

This Climb Global Solutions, Inc. 2021 Omnibus Incentive Plan (“Plan”) is hereby amended and restated as set forth herein , effective as of June 2, 2026 (“Amending Restatement”). The Plan, formerly known as the Wayside Technology Group, Inc. 2021 Omnibus Incentive Plan, was originally approved by stockholders at the 2021 Annual Meeting in June 2021. The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and Consultants of Climb Global Solutions, 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 stoc

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AMENDMENT TO

UPLAND SOFTWARE, INC.

2024 OMNIBUS INCENTIVE PLAN

April 8, 2026

This Amendment (this “Amendment”) to the Upland Software, Inc. 2024 Omnibus Incentive Plan, as amended from time to time (the “Plan”), is adopted by the Board of Directors of Upland Software, Inc., a Delaware corporation (the “Company”) on the date set forth above, effective as of the date it is approved by the Company’s stockholders. The Plan is hereby amended, subject to and effective as of the date of such stockholder approval, as follows:

1.    Section 3(a) of the Plan is hereby deleted and replaced in its entirety by the following:

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Exhibit 10.1

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.

ETRONIUM AI INC.

SAFE

(Simple Agreement for Future Equity)

THIS CERTIFIES THAT in exchange for the payment by AMC Robotics Corporation (the “Investor”) of $500,000 (the “Purchase Amount”) on or about ____, 2026, Etronium AI Inc., a North Carolina corporation (the “Company”), issues to the Investor the right to certain shares of the Company’s Capital Stock, subject to the terms described below.

The “Post-Money Valuation Cap” is $______. See Section 2 for certain additional defined terms.

	1.	Events

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Execution Version

FIRST LIEN CREDIT AGREEMENT

dated as of June 4, 2026

among

WARNER BROS. DISCOVERY, INC.

as Holdco,

DISCOVERY GLOBAL HOLDINGS, INC.

as Parent Borrower,

THE DESIGNATED SUBSIDIARY BORROWERS

FROM TIME TO TIME PARTY HERETO,

THE LENDERS

FROM TIME TO TIME PARTY HERETO,

JPMORGAN CHASE BANK, N.A.,

as U.S. Administrative Agent and Collateral Agent,

and

J.P. MORGAN SE,

as Non-U.S. Administrative Agent

JPMORGAN CHASE BANK, N.A., BARCLAYS BANK PLC, BNP PARIBAS SECURITIES CORP.,

DEUTSCHE BANK SECURITIES INC., NATWEST MARKETS PLC, RBC CAPITAL MARKETS1,

UBS SECURITIES LLC and WELLS FARGO SECURITIES, LLC,

as Co-Syndication Agents,

PNC CAPITAL MARKETS LLC, BANCO SANTANDER, S.A., NEW YORK BRANCH, SOCIÉTÉ

GÉNÉRALE, TD SECURITIES (USA) LLC, MUFG BANK, LTD., FIFTH THIRD BANK,

NATIONAL ASSOCIATION and ING CAPITAL LLC,

as Co-Documentation Agents,

and

JPMORGAN CHASE BANK, N.A., BARCLAYS BANK PLC, BNP PARIBAS SECURITIES CORP.,

DEUTSCHE BANK SECURITIES INC., NATWEST MARKETS PLC, RBC CAPITAL MARKETS,

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Exhibit 10.1

LETTER OF INTENT

FOR THE PROPOSED ACQUISITION OF SUBSTANTIALLY ALL ASSETS AND BUSINESS OPERATIONS OF

RESMAC, INC.

Dated: May 30, 2026

This Letter of Intent (this “Letter” or “LOI”) is entered into as of the date set forth above by and between the following parties:

Acquirer:

Netcapital Inc., a Utah corporation with its principal executive offices at 1 Lincoln Street, Boston, Massachusetts 02111, whose common stock is listed on The Nasdaq Capital Market under the ticker symbol “NCPL,” Commission File Number 001-41443 (the “Acquirer” or “NCPL”), acting directly or through a wholly-owned subsidiary to be formed under the laws of the State of South Dakota as further described herein.

Seller:

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SHARE PURCHASE AGREEMENT

For an Additional 4% of PredicXion Group Limited

Date: 2 Jun 2026

Parties

This Share Purchase Agreement (the “Agreement”) is made by and among:

1. PredicXion Group Limited, a company organised under the laws of the British Virgin Islands, with registered address at Aegis Chambers, 1st floor, Ellen Skelton Building, 3076 Sir Francis Drake’s Highway, Road Town, Tortola, VG1110, British Virgin Islands (the “Company”);

2. NewGenIVF Group Limited, a British Virgin Islands incorporated company, with registered address at 1/F, Pier 2, Central, Hong Kong (the “Buyer”); and

3. The shareholders of the Company listed in Schedule A (each a “Seller” and collectively, the “Sellers”).

Each of the Company, Buyer and the Sellers is referred to as a “Party” and collectively as the “Parties”.

Recitals

(A) The Buyer wishes to acquire, and the Sellers wish to sell, an additional 4% equity interest in the Company on the terms set out in this Agreement.

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SECURITIES EXCHANGE AGREEMENT

This Securities Exchange Agreement (this “Agreement”) is entered into as of June 3, 2026 (the “Effective Date”), by and between VisionWave Holdings, Inc., a corporation organized and existing under the laws of the State of Delaware, with its principal place of business at 300 Delaware Ave, Suite 210#301, Wilmington, Delaware 19801, USA (“VisionWave”) and Foresight Autonomous Holdings Ltd., a company organized and existing under the laws of the State of Israel, with its principal place of business at 7 Golda Meir St., Nes Ziona, Israel (“Foresight”).

VisionWave and Foresight are collectively referred to herein as the “Parties” and individually as a “Party.”

Unless otherwise expressly defined herein or the context otherwise requires, the capitalized terms used in this Agreement shall have the meanings set forth in the Appendix hereto.

RECITALS

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Exhibit 10.1

Exhibit 10.3

SECURED PROMISSORY NOTE B

Effective Date: June 2, 2026	U.S. $5,000,000.00

FOR VALUE RECEIVED, Imunon, Inc., a Delaware corporation (“Borrower”), promises to pay to Streeterville Capital, LLC, a Utah limited liability company, or its successors or assigns (“Lender”), $5,000,000.00 and any interest, fees, charges, and late fees accrued hereunder on the date that is eighteen (18) months after the Purchase Price Date (the “Maturity Date”) in accordance with the terms set forth herein and to pay interest on the Outstanding Balance at the rate of five percent (5%) per annum from the Purchase Price Date until the same is paid in full. All interest calculations hereunder shall be computed on the basis of a 360-day year comprised of twelve (12) thirty (30) day months, shall compound daily and shall be payable in accordance with the terms of this Note. This Secured Promissory Note B (this “Note”) is issued and made effective as of June 2, 2026 (the “Effective Date”).

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SECURED PROMISSORY NOTE A-1

Effective Date: June 2, 2026	U.S. $2,720,000.00

FOR VALUE RECEIVED, Imunon, Inc., a Delaware corporation (“Borrower”), promises to pay to Streeterville Capital, LLC, a Utah limited liability company, or its successors or assigns (“Lender”), $2,720,000.00 and any interest, fees, charges, and late fees accrued hereunder on the date that is eighteen (18) months after the Purchase Price Date (the “Maturity Date”) in accordance with the terms set forth herein and to pay interest on the Outstanding Balance at the rate of eight percent (8%) per annum from the Purchase Price Date until the same is paid in full. All interest calculations hereunder shall be computed on the basis of a 360-day year comprised of twelve (12) thirty (30) day months, shall compound daily and shall be payable in accordance with the terms of this Note. This Secured Promissory Note A-1 (this “Note”) is issued and made effective as of June 2, 2026 (the “Effective Date”).

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Securities Purchase Agreement

This Securities Purchase Agreement (this “Agreement”), dated as of June 2, 2026, is entered into by and between Imunon, Inc., a Delaware corporation (“Company”), and Streeterville Capital, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”).

A. Company and Investor are executing and delivering this Agreement in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”).

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PURCHASE AGREEMENT

June 3, 2026

[●] (the “Undersigned”), for itself and on behalf of the beneficial owners listed on Exhibit A hereto (the “Accounts”) for whom the Undersigned holds contractual and investment authority (each Account, as well as the Undersigned if it is selling Outstanding Notes (as defined below), referred to hereunder as a “Holder”), enters into this Purchase Agreement (this “Agreement”) with CONMED Corporation, a Delaware corporation (the “Company”), as of the date first written above, pursuant to which the Company will purchase from each Holder the Outstanding Notes held by each Holder and specified on Exhibit A hereto for an amount in cash equal to the Cash Consideration (as defined in Exhibit A hereto).

On and subject to the terms and conditions set forth in this Agreement, the parties hereto agree as follows:

Article I: Purchase of the Existing Notes

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